-----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, C5JLrwDN6olzDfTjlFGOhWQQV7J3SekuxjIY+UjwLw9vQaiO/vEayQpJ2H5xTyZi wwcwZ7OpzFxIaDlYgGTcrQ== 0001125282-04-000607.txt : 20040217 0001125282-04-000607.hdr.sgml : 20040216 20040217172737 ACCESSION NUMBER: 0001125282-04-000607 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040217 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MCCORMICK DOUGLAS CENTRAL INDEX KEY: 0001082910 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O ORRICK HERRINGTON & SUTCLIFFE LLP STREET 2: 30 ROCKEFELLER PLZ 40TH FL CITY: NEW YORK STATE: NY ZIP: 10112 MAIL ADDRESS: STREET 1: C/O ORRICK HERRINGTON & SUTCLIFFE LLP STREET 2: 30 ROCKEFELLER PLZ 40TH FL CITY: NEW YORK STATE: NY ZIP: 10112 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IVILLAGE INC CENTRAL INDEX KEY: 0001074767 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 133845162 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56097 FILM NUMBER: 04610468 BUSINESS ADDRESS: STREET 1: 500-512 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2126040963 MAIL ADDRESS: STREET 1: 500-512 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10018 SC 13G/A 1 b330298_sch13g.txt SCHEDULE 13G -- AMENDMENT #1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* iVillage Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 46588H 10 5 ------------------------------------ (CUSIP Number) December 31, 2003 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) * 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 the disclosures provided in a prior cover page. The information required in 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 (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). CUSIP No. 46588H 10 5 - -------------------------------------------------------------------------------- 1. Name of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Douglas W. McCormick - -------------------------------------------------------------------------------- 2. Check the Appropriate Box If a Member of a Group (See Instructions) (a) [_] (b) [_] Not Applicable. - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- 5. Sole Voting Power NUMBER OF 3,371,334* SHARES ----------------------------------------------------------------- BENEFICIALLY 6. Shared Voting Power OWNED BY 3,000* EACH ----------------------------------------------------------------- REPORTING 7. Sole Dispositive Power PERSON 3,371,334* WITH: ----------------------------------------------------------------- 8. Shared Dispositive Power 3,000* - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,371,334* - -------------------------------------------------------------------------------- 10. Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 5.7%* - -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- *See Response in Item 4. CUSIP No. 46588H 10 5 ITEM 1. (a) Name of Issuer: iVillage Inc. (b) Address of Issuer's Principal Executive Offices: 500 Seventh Avenue New York, NY 10018 ITEM 2. (a) Name of Person Filing: Douglas W. McCormick (b) Address of Principal Business Office, or if None, Residence: 500 Seventh Avenue New York, NY 10018 (c) Citizenship: USA (d) Title of Class of Securities: Common Stock, par value $.01 per share (e) CUSIP Number: 46588H 10 5 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) [_] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). (b) [_] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [_] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Not Applicable. CUSIP No. 46588H 10 5 ITEM 4. OWNERSHIP. (a) Amount beneficially owned: 3,371,334** (b) Percent of class: 5.7%** (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 3,371,334** (ii) Shared power to vote or to direct the vote: 3,000** (iii) Sole power to dispose or to direct the disposition of: 3,371,334** (iv) Shared power to dispose or to direct the disposition of: 3,000** **Includes (a) options to purchase 2,878,334 shares of the Issuers common stock exercisable within 60 days of December 31, 2003, and (b) 3,000 shares of the Issuers common stock beneficially owned by the Reporting Persons wife. Although the Reporting Person disclaims beneficial ownership of the 3,000 shares held by his wife, such securities have been aggregated in the amount of securities beneficially owned by the Reporting Person. This report should not be construed as an admission that the Reporting Person is the beneficial owner of securities owned by his wife. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not Applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not Applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not Applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not Applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not Applicable. ITEM 10. CERTIFICATIONS. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. CUSIP No. 46588H 10 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 17, 2004 ---------------------------------------- (Date) /s/ Jeremy J. Wolk ---------------------------------------- (Signature) Jeremy J. Wolk, as Attorney-in-fact for Douglas W. McCormick ---------------------------------------- (Name/Title) EXHIBIT INDEX Number Description - ------ ----------- 1 Power of Attorney of Douglas W. McCormick, dated as of December 31, 2003 EX-1 3 b330298_ex-1.txt POWER OF ATTORNEY EXHIBIT 1 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, THAT THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS JEREMY J. WOLK THE UNDERSIGNED'S TRUE AND LAWFUL ATTORNEY-IN-FACT TO: (1) execute for and on behalf of the undersigned, in the undersigneds capacity as a reporting person of iVillage Inc. (the Company), a Schedule 13G, in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13G and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-facts discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigneds responsibilities to comply with Section 13 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file a Schedule 13G with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st day of December, 2003. /s/ Douglas W. McCormick WITNESS: /s/ Steven A. Elkes - ------------------------ ------------------- Signature Signature Douglas W. McCormick Steven A. Elkes - ------------------------ ------------------- Print Name Print Name December 31, 2003 ------------------- Date -----END PRIVACY-ENHANCED MESSAGE-----