Subscription Agreement for Rights Offering between iVillage Inc. and Holders of Women.com Common Stock

Summary

This agreement allows holders of Women.com Networks, Inc. common stock as of February 27, 2001, to participate in a rights offering by iVillage Inc. Eligible shareholders can purchase shares and warrants of iVillage at a set price by exercising their rights before the March 29, 2001 deadline, contingent on the completion of a merger between Women.com and iVillage. If the merger does not occur, the offering is canceled and payments are refunded. The agreement outlines the process for subscribing and payment, and is irrevocable once submitted.

EX-4.2 2 0002.txt FORM OF SUBSCRIPTION AGREEMENT EXHIBIT 4.2 FORM OF SUBSCRIPTION AGREEMENT iVILLAGE INC. SUBSCRIPTION AGREEMENT FOR RIGHTS OFFERING FOR HOLDERS OF RECORD OF WOMEN.COM COMMON STOCK ON FEBRUARY 27, 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 Women.com Networks, Inc. ("Women.com"), as of the close of business on February 27, 2001 (the "Record Date"), to receive one non-transferable right (each, a "Right") for each share of Women.com 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 Women.com'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/Women.com 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 ###-###-####). 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 March 29, 2001, the date of the Women.com 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 the Rights Offering is conditioned on the closing of the proposed merger of Women.com into a wholly-owned subsidiary of iVillage. If the merger does not close for any reason, the Rights Offering will be canceled and all subscription payments will be returned, without interest. Neither the iVillage board of directors nor the Women.com board of directors makes any recommendation to you about whether you should exercise any Rights. 2 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: -------------------- (b) Subscription Price*: $ (Calculated by multiplying the number of Rights subscribed for in (a) above by $0.____ and rounding up to the nearest whole cent). * 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