-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GZCRCesTyMQVNUA9lA3xLLWVr98vSPqVipJNlqkW1BQxb30q/3acCXYY9Yp5jS2S oeCAlAldBLA+fGZJZZXTdw== 0001005477-99-002639.txt : 19990623 0001005477-99-002639.hdr.sgml : 19990623 ACCESSION NUMBER: 0001005477-99-002639 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990524 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THESTREET COM CENTRAL INDEX KEY: 0001080056 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 615150824 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-56341 FILM NUMBER: 99633231 BUSINESS ADDRESS: STREET 1: 2 RECTOR STREET 14TH FL CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2122714004 MAIL ADDRESS: STREET 1: THESTREET.COM STREET 2: 2 RECTOR STREET 14TH FL CITY: NEW YORK STATE: NY ZIP: 10006 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEW YORK TIMES CO CENTRAL INDEX KEY: 0000071691 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 131102020 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 229 W 43RD ST CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2125561234 MAIL ADDRESS: STREET 1: 229 W 43RD STREET CITY: NEW YORK STATE: NY ZIP: 10036 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)(1) THESTREET.COM, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 88368Q103 - -------------------------------------------------------------------------------- (CUSIP Number) Kevin W. English TheStreet.com, Inc. Two Rector Street New York, New York 10006 (212) 271-4004 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 14, 1999 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) - ---------------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 10 Pages CUSIP No. 88368Q103 13D Page 2 of 10 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) THE NEW YORK TIMES COMPANY 13-1102020 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| N/A (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC, OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 1,552,555 shares of Common Stock BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 shares of Common Stock PERSON -------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 1,552,555 shares of Common Stock -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 shares of Common Stock -------------------------------------------------------------- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,552,555 shares of Common Stock - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| N/A - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! STATEMENT PURSUANT TO RULE 13d-1 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED ================================================================================ Item 1. Security and Issuer. This statement relates to common stock, $0.01 par value per share ("Common Stock"), of TheStreet.com, Inc., a Delaware corporation ("Issuer"). The address of the Issuer's principal executive office is Two Rector Street, New York, New York 10006. Item 2. Identity and Background. (a) - (c), (f) This statement is being filed by The New York Times Company, a New York corporation ("The Times"). The Times is a diversified media company including newspapers, magazines, television and radio stations, and electronic information and publishing. The address of The Times's principal business is 229 West 43d Street, New York, New York 10036. The address of The Times's executive office is the same as the address of its principal business. Attached as Appendix 1 hereto is a chart setting forth, with respect to each director and executive officer of The Times and each trustee of a trust established for the benefit of certain stockholders of The Times (the "1997 Trust"), his or her name, business address and present principal occupation or employment. (d) - (f) During the last five years prior to the date of this filing, neither The Times nor, to its knowledge, any person named on Appendix 1 hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction ending in a judgment, decree or final order enjoining future violations or prohibiting or mandating the activities subject to, Federal or State securities laws or finding a violation with respect to such laws. To The Times's knowledge, except for Raul E. Cesan, a member of The Times's board of directors who is a citizen of Argentina, each of the individuals identified on Appendix 1 is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. The Times entered into a Subscription Agreement dated as of February 22, 1999, with the Issuer (the "Subscription Agreement") which is set forth as Exhibit 1 hereto and is incorporated by reference herein, pursuant to which The Times purchased 37,728 shares of the Issuer's Series B 9 1/2% Cumulative Preferred Stock, par value $0.01 per share (the "Preferred Stock"), and Page 3 of 10 Pages 1,320,901 (as adjusted to reflect a subsequent one-for-three reverse Common Stock split) shares of the Issuer's Common Stock. The Times purchased these shares for an aggregate purchase price of $15,000,000, consisting of $3,000,000 in cash and $12,000,000 in an irrevocable advertising credit provided to the Issuer pursuant to the Advertising Credit Agreement dated as of February 24, 1999, between the Issuer and The Times. The Preferred Stock that was acquired by The Times was converted into 200,454 shares of Common Stock as of May 14, 1999. The Times financed the cash portion of the aforementioned consideration for the Preferred Stock and the Common Stock with cash on hand. On May 14, 1999, The Times acquired 31,200 additional shares of Common Stock at a purchase price of $19 per share pursuant to the Issuer's Directed Share Purchase Program offered in connection with its initial public offering of 5,500,000 shares of its Common Stock. The Times financed the purchase price for these shares with cash on hand. Item 4. Purpose of Transaction. (a) - (j) The shares of the Common Stock owned by The Times were acquired for, and are being held for, investment purposes. The Times may dispose of or acquire securities of the Issuer, including the Common Stock, depending upon the position of the market, the Issuer and other factors. Except as set forth above, neither The Times nor, to its knowledge, any person listed in Appendix 1 hereto, has any plans or proposals which relate to or would result in any other acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer. In connection with The Times's investment in February 1999, Mr. Michael Golden, the Vice Chairman, Senior Vice President and a director of The Times, became a director of the Issuer. Except as set forth above, neither The Times nor, to its knowledge, any person listed in Appendix 1 hereto, has any plans or proposals which relate to or would result in any other changes in the board of directors or management of the Issuer, or which relate to or would result in any of the results specified in paragraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) - (b) The number of shares of Common Stock owned by The Times is 1,552,555, which constitutes, based on information received from the Issuer as of May 14, 1999, 6.3% of the Common Stock. The Times has sole voting and dispositive power with respect to all of its shares of Common Stock. To The Times's knowledge, none of the persons listed in Appendix 1 hereto owns any shares of the Common Stock. Page 4 of 10 Pages (c) Except as set forth in Item 3 above, to The Times's knowledge as of the date hereof, neither The Times nor any person listed in Appendix 1 hereto has effected any transactions in the Common Stock during the past 60 days. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock held by The Times. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to the Securities of the Issuer. The Times entered into the Subscription Agreement as described in Item 3. In addition, The Times entered into a Lock-Up Agreement dated February 1, 1999 with Goldman, Sachs & Co., on behalf of the underwriters of the Issuer's public offering consummated as of May 14, 1999 (the "Lock-Up"), which is attached hereto as Exhibit 2 and incorporated herein by reference. Pursuant to the Lock-Up, The Times agreed that it would not transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, for a period of 180 days following May 10, 1999, the date of the commencement of the public offering, subject to the exceptions described therein. Item 7. Material to be Filed as Exhibits. EXHIBIT 1. Subscription Agreement dated as of February 22, 1999 between TheStreet.com, Inc. and The New York Times Company. EXHIBIT 2. Lock-Up Agreement dated February 1, 1999 between The New York Times Company and Goldman, Sachs & Co. Page 5 of 10 Pages SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: May 24, 1999 The New York Times Company By: /s/ LAURA J. CORWIN ----------------------------------- Name: Laura J. Corwin Title: Vice President and Secretary Page 6 of 10 Pages APPENDIX 1 The following table sets forth the name, business address and present principal occupation or employment of each director and executive officer of The New York Times Company ("The Times") and each trustee of a trust (the "1997 Trust") established for the benefit of certain shareholders of The Times. Except as indicated below, the business address of each such person is 229 West 43d Street, New York, New York 10036. Name and Title Present Principal Occupation and Address John F. Akers, Director Director of various corporations Brenda C. Barnes, Director Director of various corporations Raul E. Cesan, Director President and Chief Operating Officer of Schering-Plough Corporation Richard L. Gelb, Director Consultant and Director of various corporations and not-for-profit entities Michael Golden, Director Vice Chairman and Senior Vice President of The Times Robert A. Lawrence, Director Director of various corporations and not-for-profit entities Russell T. Lewis, Director President and Chief Executive Officer of The Times Ellen R. Marram, Director Director of various corporations and not-for-profit entities The Honorable Charles H. Price II, Director of various corporations and Director not-for-profit entities Henry B. Schacht, Director Director and Senior Advisor, E.M. Warburg, Pincus & Co., LLC Dr. Donald M. Stewart, Director President of The College Board (association of high schools and colleges, sponsor of Scholastic Assessment Tests and other academic activities) Arthur Ochs Sulzberger, Director and Chairman Emeritus of The Times Trustee, 1997 Trust Page 7 of 10 Pages Name and Title Present Principal Occupation and Address Dr. Judith P. Sulzberger, Director and Physician, Columbia College of Trustee, 1997 Trust Physicians & Surgeons Arthur Sulzberger, Jr., Director Chairman of The Times and Publisher of The New York Times Cynthia H. Augustine Senior Vice President - Human Resources of The Times Laura J. Corwin Vice President and Secretary of The Times Leonard P. Forman Senior Vice President - Magazine Group The New York Times Company Magazine Group, Inc. 5520 Park Avenue Trumbull, CT 06611 Stephen Golden Vice President - Forest Products, Health, Safety and Environmental Affairs of The Times John M. O'Brien Senior Vice President and Chief Financial Officer of The Times C. Frank Roberts Vice President - Broadcasting of The Times The New York Times Broadcasting Group 803 Channel 3 Drive Memphis, TN 38103 Janet L. Robinson President and General Manager of The New York Times Stuart Stoller Vice President and Controller of The Times Ellen Taus Vice President and Treasurer of The Times Benjamin Taylor Chairman and Chief Executive Officer of Globe Newspaper Company, Inc. and Publisher of The Boston Globe 135 Morrissey Blvd. P. O. Box 2378 Boston, MA 02107 Page 8 of 10 Pages Name and Title Present Principal Occupation and Address Solomon B. Watson IV Senior Vice President and General Counsel of The Times James C. Weeks President of The New York Times Regional Newspaper Group 1100 Monarch Plaza 3414 Peachtree Road, N.E. Atlanta, GA 30326 Dr. Lynn G. Dolnick, Trustee, Chief of the Division of Exhibition 1997 Trust Interpretation at the National Zoological Park of the Smithsonian Institution Marian S. Heiskell, Trustee, Director of various charitable 1997 Trust organizations Ruth S. Holmberg, Trustee, 1997 Trust Chairman of Times Printing Company, the publisher of The Chattanooga Times 100 East 10th Street Chattanooga, TN 37402 Page 9 of 10 Pages EXHIBIT INDEX Exhibit No. Title EXHIBIT 1. Subscription Agreement dated as of February 22, 1999 between TheStreet.com, Inc. and The New York Times Company. EXHIBIT 2. Lock-Up Agreement dated February 1, 1999 between The New York Times Company and Goldman, Sachs & Co. Page 10 of 10 Pages EX-99.1 2 SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT, dated as of February 22, 1999 (this "Agreement") between THESTREET.COM, INC., a Delaware corporation (the "Company"), and THE NEW YORK TIMES COMPANY, a New York corporation (the "Buyer"). 1. Sale of Securities and Terms of Payment. In consideration of the foregoing, the parties hereto agree that, subject to the conditions contained herein, on February 26, 1999 or such later date as the Company and the Buyer shall agree (the "Closing Date"), the Buyer will purchase from the Company and the Company will sell to the Buyer 37,728 shares (the "Preferred Shares") of the Company's Series B 9 1/2% Cumulative Preferred Stock, par value $.01 per share and 3,962,703 shares (the "Common Shares" and, together with the Preferred Shares, the "Shares") of the Company's Common Stock, par value $.01 per share (the "Common Stock"). (a) Upon the terms and subject to the conditions contained in this Agreement, and in consideration of the aforesaid issuance, sale and delivery of the Shares, on the Closing Date, the Buyer will pay or cause to be paid to the Company $15,000,000, of which $3,000,000 shall be in cash and $12,000,000 shall be an irrevocable advertising credit (the "Advertising Credit"), provided to the Company pursuant to the Advertising Credit Agreement, dated the Closing Date, between the Company and the Buyer (the "Advertising Credit Agreement"), for purchasing its advertisements on all the Buyer's traditional (i.e., print, radio and television) and online publications and properties (collectively, the "Media"), at the best available advertising contract rates then being charged by the Buyer to advertisers spending comparable amounts on advertising on the Media during the four year period beginning from the Closing Date and ending on February 22, 2003 (such period being hereinafter referred to as the "Advertising Period"). (b) Upon the terms and subject to the conditions of this Agreement, on the Closing Date the Company will issue, sell and deliver to the Buyer, and the Buyer will accept and purchase from the Company the Shares. (c) The Company and the Buyer agree that the number of Shares issuable under this Agreement has not been adjusted for the three to one reverse stock split approved by the Company's Board of Directors on February 16, 1999, but which has not as of the date hereof been approved by the Company's stockholders. Any Shares issued by the Company or sold by the Buyer pursuant to clause (b) above shall be adjusted for any stock splits or stock dividends or combination of shares or recapitalizations, mergers, consolidation or other reorganization or otherwise. (d) Each of the Shares issued pursuant to this Agreement shall bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATES, AND THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND LAWS, IF APPLICABLE." 2. Representations of the Company. The Company represents and warrants to the Buyer that as of the Closing Date: (a) This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer or other similar laws affecting creditors generally and subject to general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law. (b) The Shares have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable. (c) Except for 250,000 shares of the Common Stock sold by the Company to a third party, the Company had (i) 41,291,515 issued and outstanding shares of the Common Stock and 7,581,818 shares of the Common Stock reserved for issuance pursuant to the Company's 1998 Stock Incentive Plan; (ii) 118,441 issued and outstanding shares of its Series A 9 1/2% Cumulative Preferred Stock; (iii) 345,366 issued and outstanding shares of its Series B 9 1/2% Cumulative Preferred Stock and (iv) 1,500 issued and outstanding shares of its Series C Preferred Stock. 3. Representations of the Buyer. The Buyer represents and warrants to the Company that: (a) This Agreement has been duly executed and delivered by the Buyer and constitutes the legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer or other similar laws affecting creditors generally and subject to general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law. (b) The Buyer has purchased the Shares for investment purposes without a view to resell the Shares. 4. Agreement of the Company to Provide Financial Information. The Company covenants and agrees with the Buyer that until the earlier of (i) consummation of an underwritten public offering of the Common Stock conducted by a nationally recognized reputable underwriter with gross proceeds of at least $20,000,000 (a "Qualified Public Offering"), and (ii) the first date on which the Buyer no longer holds Common Shares representing 5% of the outstanding Common Stock (clause (i) and (ii) are collectively referred to herein as the "Termination Date") the Company shall furnish to the Buyer: (a) within ninety (90) days after the end of each fiscal year of the Company, an audited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of such fiscal year and the related audited consolidated statements of income, stockholders' equity and cash flows for the fiscal year then ended, prepared in accordance with generally accepted accounting principles and certified by a firm of independent public accountants of recognized national standing selected by the Board of Directors of the Company; and (b) within forty (45) days after the end of each fiscal quarter (other than the last fiscal quarter of each fiscal year) of the Company a consolidated balance sheet of the Company and its subsidiaries, if any, and the related consolidated statements of income, stockholders' equity and cash flows, unaudited but prepared in accordance with generally accepted accounting principles and certified by the Chief Financial Officer of the Company as fairly presenting, in all material respects, the financial position of the Company and its subsidiaries and results of operating and cash flow on a consolidated basis, in each case in accordance with generally accepted accounting principles, such consolidated balance sheet to be as of the end of such fiscal quarter and such consolidated statements of income, stockholders' equity and cash flows to be for such fiscal quarter and for the period from the beginning of the fiscal year to the end of such quarter, in each case with comparative statements for the prior fiscal year. 5. Agreement by the Company to Amend the Stockholders' Agreement to Appoint an Additional Director to Board of Directors. The Company agrees to amend the certain Amended and Restated Stockholders' Agreement, dated December 21, 1998, between the Company and the Stockholders named therein to provide that: (a) Until the Termination Date, at each annual meeting of the stockholders of the Company, and at each special meeting of the stockholders of the Company called for the purpose of electing directors of the Company, and at any time at which stockholders of the Company shall have the right to, or shall, vote for directors of the Company, then, and in each event, the Buyer shall have the right to designate one person to the Board of Directors of the Company. The Buyer hereby initially designates Michael Golden, Vice Chairman and Senior Vice President of the Buyer as a member of the Company's Board of Directors. (b) Any vacancy on the Board of Directors created by the resignation, removal, incapacity or death of any person designated under this Section 5 shall be filled by another person designated by the Buyer. 6. Agreement to Negotiate Joint Venture Agreement. The parties hereto agree that, as soon as practicable after the Closing Date, they will enter into good faith negotiations to enter into a joint venture agreement and any necessary additional agreements to, among other things, establish a joint business and financial news site. 7. Lockup Agreement. The Buyer hereby agrees that in the event of a Qualified Public Offering, it will execute a standard form of underwriter's lock-up agreement under which it will agree not to transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, for a period of 180 days after the date of the commencement of the public offering. IN WITNESS WHEREOF, each of the Company and the Buyer has caused this Agreement to be signed by its duly authorized officers as of the date first above written. THESTREET.COM, INC. By: /s/ Kevin W. English ---------------------------------------- Name: Kevin W. English Title: Chairman and CEO THE NEW YORK TIMES COMPANY By: /s/ John M. O'Brien ---------------------------------------- Name: John M. O'Brien Title: Senior Vice President and Chief Financial Officer EX-99.2 3 LOCK-UP AGREEMENT TheStreet.com, Inc. Lock-Up Agreement February 1, 1999 Goldman, Sachs & Co. Hambrecht & Quist LLC Thomas Weisel Partners LLC c/o Goldman, Sachs & Co. 85 Broad Street New York, NY 10004 Re: TheStreet.com, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned understands that you, as representatives (the "Representatives"), propose to enter into an Underwriting Agreement on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the "Underwriters"), with TheStreet.com, Inc., a Delaware corporation (the "Company"), providing for a public offering (the "Offering") of the Common Stock of the Company (the "Shares") pursuant to a Registration Statement on Form S-1 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "SEC"). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning from the date of the final Prospectus covering the public offering of the Shares and continuing to and including the date 180 days after the date of such final Prospectus, the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock of the Company, or any options or warrants to purchase any shares of Common Stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Company, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the "Undersigned's Shares"). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a sale or disposition of the Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Shares. Notwithstanding the foregoing, the undersigned may transfer the Undersigned's Shares (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound by the restrictions set forth herein, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, or (iii) with the prior written consent of Goldman, Sachs & Co. on behalf of the Underwriters. For purposes of this Lock-Up Agreement, "immediate family" shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, notwithstanding the foregoing, the undersigned may transfer the capital stock of the Company solely to the persons set forth in the following clauses if the undersigned is (i) a corporation, to any of its wholly owned subsidiaries, (ii) a limited liability company, to any of its members or managers or (iii) a partnership or a limited liability partnership, to any of its partners; provided, however, that in any such case, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this Agreement and there shall be no further transfer of such capital stock except in accordance with this Agreement, and provided further that any such transfer shall not involve a disposition for value. The undersigned now has, and, except as contemplated by clause (i), (ii), or (iii) above, for the duration of this Lock-Up Agreement will have, good and marketable title to the Undersigned's Shares, free and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of the Undersigned's Shares except in compliance with the foregoing restrictions. The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors, and assigns. Notwithstanding anything to the contrary contained in this Lock-Up Agreement, you agree that this Lock-Up Agreement shall terminate and the undersigned shall be released from all its obligations hereunder if the initial closing of the Offering does not occur by the end of the fifteenth business day immediately following the day the Registration Statement is declared effective by the SEC. Very truly yours, THE NEW YORK TIMES COMPANY -------------------------- Exact Name of Stockholder /s/ Rhonda L. Brauer -------------------- Authorized Signature Assistant Secretary ------------------- Title 2 -----END PRIVACY-ENHANCED MESSAGE-----