EXHIBIT 4.2
FORM OF SUBSCRIPTION AGREEMENT
iVILLAGE INC.
SUBSCRIPTION AGREEMENT FOR RIGHTS OFFERING
FOR HOLDERS OF RECORD OF XXXXX.XXX COMMON STOCK
ON APRIL 16, 2001
-----------------------------
SUBSCRIPTION AGREEMENT NUMBER
----------------------- ----------------------- -----------------------
RIGHTS RIGHTS SHARES WARRANT SHARES
iVillage Inc. ("iVillage") is conducting a rights offering (the "Rights
Offering") which entitles the holders of shares of common stock of Xxxxx.xxx
Networks, Inc. ("Xxxxx.xxx"), as of the close of business on April 16, 2001
(the "Record Date"), to receive one non-transferable right (each, a "Right") for
each share of Xxxxx.xxx common stock held of record on the Record Date. Holders
of Rights are entitled to subscribe for and purchase (a) 0.____ of a share of
iVillage common stock (collectively, the "Rights Shares") and (b) a warrant to
purchase 0.____ of a share of iVillage common stock (collectively, the "Warrant
Shares" and, together with the Rights Shares, the "Rights Securities"), in the
form attached hereto as Exhibit B. The subscription price is $0.____ per Right.
No fractional shares or cash in lieu thereof will be issued or paid. Hearst
Communications, Inc., the holder of approximately 46% of the outstanding shares
of Xxxxx.xxx's common stock, has agreed to purchase 9,324,000 shares of
iVillage's common stock and a warrant to purchase up to 2,100,000 shares of
iVillage common stock for an aggregate purchase price of $20 million, except
that the number of shares and warrants, and the associated purchase price, will
be reduced by the number of Rights Shares and Warrant Shares, if any, purchased
in the Rights Offering. We have set forth above the number of Rights issued to
you, the maximum number of whole Rights Shares that you may purchase if you
exercise all of your Rights and the maximum number of whole Warrant Shares that
you may purchase if you exercise all of your Rights.
For a more complete description of the terms and conditions of the
Rights Offering, please refer to the iVillage/Xxxxx.xxx joint proxy
statement/prospectus dated ___________, 2001 (the "Prospectus"), which is
incorporated herein by reference. Copies of the Prospectus are available upon
request from Continental Stock Transfer and Trust Company (toll free (888)
509-5587).
This Subscription Agreement (or a Notice of Guaranteed Delivery) must
be received by Continental Stock Transfer and Trust Company together with
payment in full of the subscription price by 5:00 p.m., New York City time, on
May 23, 2001, the date of the Xxxxx.xxx special stockholder meeting (unless
extended in the sole discretion of iVillage) (as it may be extended, the
"Expiration Date"). Any Rights not exercised prior to the Expiration Date will
be null and void.
ANY SUBSCRIPTION FOR RIGHTS SECURITIES IN THE RIGHTS OFFERING MADE
HEREBY IS IRREVOCABLE.
The Rights represented by this Subscription Agreement may be exercised
by duly completing the Exercise Form attached hereto as Exhibit A. Rights
holders are advised to review the Prospectus and instructions, copies of which
are available from Continental Stock Transfer and Trust Company, before
exercising their Rights.
The registered owner whose name is inscribed hereon is entitled to
subscribe for Rights Securities upon the terms and subject to the conditions set
forth in the Prospectus, this Subscription Agreement and the related documents.
Rights holders should be aware that if the proposed merger of Xxxxx.xxx
into a wholly-owned subsidiary of iVillage does not close for any reason,
including the failure to satisfy applicable conditions specified in the merger
agreement, the Rights Offering will be canceled. In addition, iVillage is not
obligated to complete the Rights Offering if at any time before completion of
the Rights Offering there is any statute, law or regulation entered, enacted,
amended or held to be applicable to the Rights Offering that in the sole
judgment of iVillage's board of directors would or might make the offering or
its completion illegal or otherwise restrict or prohibit completion of the
Rights Offering. If iVillage terminates the Rights Offering, all rights will
expire without value and all subscription payments received by the Continental
Stock Transfer and Trust Company will be returned promptly, without interest or
deduction. The Rights Offering is not conditioned on any minimum number of
shares being purchased.
EXHIBIT A
EXERCISE FORM
EXERCISE AND SUBSCRIPTION:
The undersigned hereby irrevocably exercises one or more Rights to
subscribe for Rights Securities as indicated below, on the terms and subject to
the conditions specified in the Subscription Agreement and the Prospectus,
receipt of which is hereby acknowledged.
(a) Number of Rights subscribed for: (1)
--------------------
(b) Subscription Price (2): $ (Calculated by multiplying the
number of Rights subscribed for in (a) above by $0.____ and rounding up to the
nearest whole cent).
1. In order to determine the number of whole Rights Shares issuable upon
exercise of the Rights you have subscribed for, you should multiply the number
of Rights subscribed for by 0.___ and round such number down to the nearest
whole number of Rights Shares. Similarly, in order to determine the number of
whole Warrant Shares issuable upon exercise of the Rights you have subscribed
for, you should multiply the number of Rights subscribed for by 0.___ and round
such number down to the nearest whole number of Warrant Shares.
2. If the aggregate Subscription Price enclosed or transmitted is insufficient
to purchase the total number of Rights indicated as exercised in line (a) above
or if the number of Rights being exercised is not specified, the Rights holder
exercising this Subscription Agreement shall be deemed to have exercised the
maximum number of Rights that could be exercised upon payment of such amount. To
the extent any portion of the aggregate Subscription Price enclosed or
transmitted remains after the foregoing procedures, such funds shall be mailed
to the subscriber without interest or deduction as soon as practicable.
METHOD OF PAYMENT (CHECK AND COMPLETE APPROPRIATE BOX(ES)):
|_| Check, bank draft, or U.S. postal money order payable to
"Continental Stock Transfer and Trust Company, as
Subscription Agent" or
|_| Wire transfer directed to:
|_| Check here if Rights are being exercised pursuant to the
Notice of Guaranteed Delivery delivered to the Subscription
Agent prior to the date hereof and complete the following:
Name(s) of Registered Holder(s) ___________________________________
Window Ticket Number (if any) ___________________________________
Date of Execution of Notice of Guaranteed Delivery ___________________
Name of Institution Which Guaranteed Delivery ______________________
DELIVERY INSTRUCTIONS: Address for mailing Rights Securities in accordance
with the Prospectus, if different from the address shown on the face of this
Subscription Agreement:
Name: ______________________________________________________________
Address: ______________________________________________________________
Subscriber's Signature __________________ Telephone No. (___)________________
3
