-----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, L4p3DITavzrl70evXq4c6cSxF1eS/iRecXq91ZOmcf5E5T01aXFO7kUnTSCpe1Da JPN81PuMM5sw2RmPYAWRyw== 0000040545-99-000011.txt : 19990412 0000040545-99-000011.hdr.sgml : 19990412 ACCESSION NUMBER: 0000040545-99-000011 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990409 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IVILLAGE INC CENTRAL INDEX KEY: 0001074767 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 133845162 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-56097 FILM NUMBER: 99589976 BUSINESS ADDRESS: STREET 1: 170 FIFTH AVE. CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2126040963 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CO CENTRAL INDEX KEY: 0000040545 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] IRS NUMBER: 140689340 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: C/O BANK OF NEW YORK CITY: FAIRFIELD STATE: CT ZIP: 06431 BUSINESS PHONE: (203) 373-2211 MAIL ADDRESS: STREET 1: 3135 EASTON TURNPIKE CITY: FAIRFIELD STATE: CT ZIP: 06431 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------------- SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. --) iVillage Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 Par Value 46588H105 - -------------------------------------------------------------------------------- (Title of Class of Securities) (CUSIP Number) Richard Cotton, Esq., National Broadcasting Company, Inc., 30 Rockefeller Plaza, New York, New York, 10112 (212) 664-4000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 31, 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 which 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 / /. SCHEDULE 13D CUSIP No. 46588H105 PAGE 2 OF 14 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) NATIONAL BROADCASTING COMPANY, INC. 14-1682529 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7 SOLE VOTING POWER 1,838,009 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 1,838,009 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON 1,838,009 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 46588H105 PAGE 3 OF 14 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) NATIONAL BROADCASTING COMPANY HOLDING, INC. 13-3448662 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* NOT APPLICABLE 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7 SOLE VOTING POWER NUMBER OF DISCLAIMED (SEE 11 BELOW) SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH DISCLAIMED (SEE 11 BELOW) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON BENEFICIAL OWNERSHIP OF ALL SHARES DISCLAIMED BY NATIONAL BROADCASTING COMPANY HOLDING, INC. 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) NOT APPLICABLE (SEE 11 ABOVE) 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 46588H105 PAGE 4 OF 14 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GE INVESTMENTS SUBSIDIARY, INC. 51-0294231 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* NOT APPLICABLE 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7 SOLE VOTING POWER NUMBER OF NOT APPLICABLE (SEE 11 BELOW) SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH NOT APPLICABLE (SEE 11 BELOW) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON BENEFICIAL OWNERSHIP OF ALL SHARES DISCLAIMED BY GE INVESTMENTS SUBSIDIARY, INC. 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) NOT APPLICABLE (SEE 11 ABOVE) 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 46588H105 PAGE 5 OF 14 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GENERAL ELECTRIC PENSION TRUST 14-6015763 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK 7 SOLE VOTING POWER NUMBER OF 0 SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 85,295 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 85,295 11 AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON 85,295 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% 14 TYPE OF REPORTING PERSON* EP *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 46588H105 PAGE 6 OF 14 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GENERAL ELECTRIC INVESTMENT CORPORATION, as Investment Manager of General Electric Pension Trust 22-2152310 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7 SOLE VOTING POWER NUMBER OF 0 SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 85,295 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 85,295 11 AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON 85,292 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% 14 TYPE OF REPORTING PERSON* IA, CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 46588H105 PAGE 7 OF 14 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GENERAL ELECTRIC COMPANY 14-0689340 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* NOT APPLICABLE 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /X/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK 7 SOLE VOTING POWER NUMBER OF DISCLAIMED (SEE 11 BELOW) SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH DISCALIMED (SEE 11 BELOW) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON BENEFICIAL OWNERSHIP OF ALL SHARES DISCLAIMED BY GENERAL ELECTRIC COMPANY 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) NOT APPLICABLE (SEE 11 ABOVE) 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1. SECURITY AND ISSUER. The title and class of equity to which this statement on Schedule 13D relates is the common stock, par value $.01 per share ("Common Stock"), of iVillage Inc., a Delaware corporation (the "Company"). The address of the Company's principal executive office is 170 Fifth Avenue, New York, New York 10010. ITEM 2. IDENTITY AND BACKGROUND. This statement is filed by National Broadcasting Company, Inc. ("NBC"), for and on behalf of itself, National Broadcasting Company Holding, Inc. ("NBCH"), GE Investments Subsidiary, Inc. ("GEIS"), General Electric Investment Corporation ("GEIC"), General Electric Pension Trust ("GEPT"), and General Electric Company ("GE"). NBC, NBCH, GEIS, GEIC, GEPT and GE, are referred to herein collectively as the "Reporting Persons". NBC is a wholly-owned subsidiary of NBCH and NBCH, GEIS and GEIC are wholly-owned subsidiaries of GE. In addition to the foregoing, GEIC acts as Investment Manager of GEPT. An agreement among the Reporting Persons with respect to the filing of this statement is attached hereto as Exhibit 1. NBC is a Delaware corporation with principal executive offices located at 30 Rockefeller Plaza, New York, NY 10112. The principal business activities of NBC are the operation of television and cable broadcast networks and television stations. NBCH is a Delaware corporation with principal executive offices located at 30 Rockefeller Plaza, New York, NY 10112. NBCH is a holding company for NBC. GEIS is a Delaware corporation with its principal executive offices located at 3003 Summer Street Stamford, Connecticut 06904. The principal business activity of GEIS is corporate financing. GEIC is a Delaware corporation with principal executive offices located at 3003 Summer Street Stamford, Connecticut 06904. GEIC is a Registered Investment Adviser. GEPT is a New York common law trust with principal offices located at 3003 Summer Street, Stamford, Connecticut, 06904. GEPT administers the pension assets held for the benefit of employees and retired employees of GE. GE is a New York corporation with its principal executive offices located at 3135 Easton Turnpike, Fairfield, Connecticut 06431. GE engages in providing a wide variety of industrial, commercial and consumer products and services. The name, business address, present principal occupation or employment, and citizenship of each director and executive officer of NBC, NBCH, GEIS, GEIC and GE are set forth on Schedules A, B, C, D, and E attached hereto, respectively. The name, business address, present principal occupation or employment, and citizenship of each trustee for GEPT is set forth on schedule F attached hereto. Except as set forth on Schedule G hereto, during the last five years none of the Reporting Persons, nor, to the best of their knowledge, any of their directors or executive officers (or in the case of GEPT, its trustees), has been (i) convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, degree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. This statement is being filed while the Reporting Persons are in the process of verifying information required herein from their respective directors, executive officers or trustees. If the Reporting Person obtains information concerning such individuals which would cause a material change in the disclosure contained herein, an amendment to this statement will be filed that will disclose such change. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. In May 1997, GEPT purchased 255,885 shares of the Company's Series C Preferred Stock for an aggregate purchase price of $500,000. The source of funds used to purchase the shares of the Series C Preferred Stock was the working capital of GEPT. On March 19, 1999, in connection with the initial public offering ("IPO") of the Company, each share of Series C Preferred Stock automatically converted into one-third of a share of Common Stock, resulting in an aggregate of 85,295 shares of Common Stock owned by GEPT. On March 9, 1999, the Company, GEIS, and NBC entered into an Amended and Restated Stock Purchase Agreement (the "Purchase Agreement") whereby the Company exchanged the right to receive 4,889,030 shares of Series E Preferred Stock and the Warrants (as defined in Item 6 below) to GEIS for a promissory note in the approximate amount of $15.5 million with interest payable at 5% per annum. The principal amount of the note and interest is payable in twelve equal installments of approximately $1.4 million. A copy of the Purchase Agreement is filed herewith as Exhibit 2. On March 19, 1999, in connection with the IPO of the Company, the right to receive each share of Series E Preferred Stock automatically converted into the right to receive one-third of a share of Common Stock. On March 31, 1999, GEIS, NBC and the Company received early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and GEIS and the Company intend to complete the purchase and sale of 1,629,676 shares of Common Stock pursuant to the Purchase Agreement shortly. On March 19, 1999, in connection with the IPO of the Company (but not pursuant to the Purchase Agreement), NBC purchased an additional 208,333 shares of Common Stock in a directed offering from the Company. The source of funds used to purchase the additional 208,333 shares of Common Stock was the working capital of NBC. ITEM 4. PURPOSE OF TRANSACTION. NBC, GEIS and GEPT each acquired the shares of Common Stock of the Company as an investment and hold them in the ordinary course of business and not with the purpose or effect of changing the control of the Company. Each of NBC and GEPT intend to review their investments in the Company independently and on a regular basis and as a result thereof may at any time or from time to time, acquire additional securities of the Company or dispose of all or a portion of any securities of the Company in the open market or otherwise. Any such acquisition or disposition would be made in compliance with all applicable laws and regulations. On November 11, 1998, NBC received the right to nominate one individual designated by NBC to the Company's Board of Directors pursuant to a letter agreement between NBC and the Company on even date therewith. This right was memorialized in the Fourth Amended and Restated Stockholders' Agreement dated as of December 4, 1998 and terminated on March 19, 1999 in connection with the IPO of the Company. Nevertheless, an officer of NBC continues to serve as a director of the Company. Accordingly, NBC may be in a position to influence the operations and activities of the Company. The letter agreement is attached hereto as Exhibit 3 and the Fourth Amended and Restated Stockholders' Agreement is attached hereto as Exhibit 4. Although some of the foregoing represents the range of activities presently contemplated by the Reporting Persons with respect to the Company, it should be noted that the possible activities of the Reporting Persons are subject to change at any time. Except as set forth above, none of the Reporting Persons has any present plans or proposals which relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The responses of the Reporting Persons to Rows (11) through (13) of the cover pages of this statement on Schedule 13D are incorporated herein by reference. As of April 8, 1999, NBC beneficially owned in the aggregate 1,838,009 shares of Common Stock of the Company, representing approximately 7.9% of the outstanding shares of Common Stock and both GEPT and GEIC beneficially owned in the aggregate 85,259 shares of Common Stock of the Company, representing approximately 0.3% of the outstanding shares of Common Stock (based on 23,147,887 shares of Common Stock outstanding as reported in the Company's prospectus dated as of the date of the IPO, after giving effect to the issuance of shares by the Company pursuant to the Purchase Agreement). Except as disclosed in this Item 5(a), none of the Reporting Persons, nor, to the best of their knowledge, any of their directors or executive officers (or in the case of GEPT, its trustees), beneficially owns any shares of Common Stock of the Company. (b) The responses of the Reporting Persons to (i) Rows (7) through (10) of the cover pages of this statement on Schedule 13D and (ii) Item 5(a) hereof are incorporated herein by reference. Except as disclosed in this Item 5(b), none of the Reporting Persons, nor to the best of their knowledge, any of their directors or executive officers (or in the case of GEPT, its trustees), presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the shares of Common Stock of the Company which they may be deemed to beneficially own. (c) Except as disclosed in Item 3 hereof, none of the Reporting Persons, nor, to the best of their knowledge, any of their directors or executive officers (or in the case of GEPT, its trustees), has effected any transaction in the Common Stock of the Company during the past 60 days. (d) Not applicable. (e) Not applicable. Neither the filing of this Schedule 13D or any amendment thereto, nor anything contained herein is intended as, or should be construed as, an admission that NBCH, GEIS, or GE is the "beneficial owner" of any shares of Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The responses to Item 3 hereof are incorporated herein by reference. Pursuant to the Purchase Agreement, GEIS obtained warrants to purchase up to 323,625 shares of Common Stock at $15.45 per share during calendar year 2000 and up to 271,003 shares of Common Stock at $18.45 per share during calendar year 2001 (collectively herein referred to as the "Warrants"). The Warrants are in the process of being finalized in connection with the closing of the Purchase Agreement. Pursuant to the Fourth Amended and Restated Registration Rights Agreement dated December 4, 1998, after the IPO, NBC and GEPT and each of their permitted assigns have the right to demand that the Company file a registration statement with respect to the registration of its shares of Common Stock, subject to certain limitations. The Fourth Amended and Restated Registration Rights Agreement is attached hereto as Exhibit 5. NBC and GEIS have entered into an oral agreement with respect to the shares of Common Stock acquired under the Purchase Agreement. Pursuant to the agreement, NBC and GEIS have agreed, with respect to the shares of Common Stock acquired under the Purchase Agreement, to allocate sole voting and sole dispositive power to NBC. NBC and GEPT have each signed separate lock-up agreements under which they have agreed 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 IPO. The lock-up agreements for each NBC and GEPT are attached hereto as Exhibit 6 and Exhibit 7, respectively. An agreement among the Reporting Persons with respect to the filing of this Schedule 13D and any amendments thereto is attached hereto as Exhibit 1. Except as disclosed in this Item 6, none of the Reporting Persons, nor, to the best of their knowledge, any of their directors or executive officers (or in the case of GEPT, its trustees), are parties to any contract, arrangement, understanding or relationship (legal or otherwise) with respect to the securities of the Company. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit1 Joint Filing Agreement by and among National Broadcasting Company, Inc., National Broadcasting Company Holding, Inc., GE Investments Subsidiary, Inc., General Electric Investment Corporation, General Electric Pension Trust and General Electric Company. Exhibit 2 Amended and Restated Stock Purchase Agreement by and Among National Broadcasting Company, Inc., GE Investments Subsidiary, Inc., and iVillage Inc., incorporated by reference to Exhibit 10.26 to Amendment No. 4 to Form S-1 Registration Statement of iVillage Inc. (Reg. No. 333-68749) as filed on March 12, 1999. Exhibit 3 Letter Agreement by and between National Broadcasting Company, Inc. and iVillage Inc. incorporated herein by reference to Exhibit 10.13 to Form S-1 Registration Statement of iVillage Inc. (Reg. No. 333-68749) as filed on December 11, 1998. Exhibit 4 Fourth Amended and Restated Stockholders' Agreement dated as of December 4, 1998, by and among iVillage Inc., the Founders and each of the Investors identified therein incorporated herein by reference to Exhibit 10.24 to Form S-1 Registration Statement of iVillage Inc. (Reg. No. 333-68749) as filed on December 11, 1998. Exhibit 5 Fourth Amended and Restated Registration Rights Agreement dated December 4, 1998 by and among iVillage Inc., the Founders and each of the Investors identified therein, incorporated herein by reference to Exhibit 10.25 to Form S-1 Registration Statement of iVillage Inc. (Reg. No. 333-68749) as filed on December 11, 1998. Exhibit 6 Lock-up Agreement by and between iVillage Inc. and National Broadcasting Company, Inc., dated February 18, 1999. Exhibit 7 Lock-up Agreement by and between iVillage Inc. and General Electric Pension Trust, dated August 24, 1998. SIGNATURES 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. Dated: April 9, 1999 NATIONAL BROADCASTING GENERAL ELECTRIC INVESTMENT COMPANY, INC. CORPORATION By: ------------------------ By: ------------------------ Mark W. Begor Michael M. Pastore Executive Vice President Vice President NATIONAL BROADCASTING GENERAL ELECTRIC COMPANY COMPANY HOLDING, INC. By: ------------------------ By: ------------------------ Mark W. Begor Mark W. Begor Treasurer Vice President GE INVESTMENTS SUBSIDIARY, INC. By: ------------------------ Michael M. Pastore Vice President GENERAL ELECTRIC PENSION TRUST By: General Electric Investment Corporation, its Investment Manager By: Michael M. Pastore Vice President SCHEDULE A TO SCHEDULE 13D Filed by National Broadcasting Company, Inc. NATIONAL BROADCASTING COMPANY, INC. DIRECTORS AND EXECUTIVE OFFICERS PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- DIRECTORS S.S. Cathcart 222 Wisconsin Avenue Retired Chairman, Suite 103 Illinois Tool Works Lake Forest, IL 60045 Andrea Jung Avon Products, Inc. President and Chief 1345 Avenue of the Americas Operating Officer, New York, NY 10105 Avon Products, Inc. G.G. Michelson Federated Department Stores Former Member of the 151 West 34th Street Board of Directors, New York, NY 10001 Federated Department Stores E. F. Murphy General Electric Company Vice Chairman of the 3135 Easton Turnpike Board and Executive Fairfield, CT 06431 Officer, General Electric Company S. Nunn King & Spalding Partner, King & Spalding 191 Peachtree Street, N.E. Atlanta, Georgia 30303 J.D. Opie General Electric Company Vice Chairman of the 3135 Easton Turnpike Board and Executive Fairfield, CT 06431 Officer, General Electric Company R.S. Penske Penske Corporation Chairman of the Board 13400 Outer Drive, West and President, Penske Detroit, MI 48239-4001 Corporation F.H.T. Rhodes Cornell University President Emeritus 3104 Snee Building Cornell University Ithaca, NY 14853 A.C. Sigler Champion International Retired Chairman of the Corporation Board and CEO 1 Champion Plaza and former Director, Stamford, CT 06921 Champion International Corporation D.A. Warner III J. P. Morgan & Co., Inc. Chairman of the Board, & Morgan Guaranty Trust Co. President, and Chief 60 Wall Street Executive Officer, New York, NY 10260 J.P. Morgan & Co. Incorporated and Morgan Guaranty Trust Company J.F. Welch, Jr. General Electric Company Chairman of the Board 3135 Easton Turnpike and Chief Executive Fairfield, CT 06431 Officer, General Electric Company EXECUTIVE OFFICERS John F. Welch Jr. National Broadcasting Chairman Company, Inc. 3135 Easton Turnpike Fairfield, CT 06431 Robert C. Wright National Broadcasting Chief Executive Company, Inc. Officer & President 30 Rockefeller Plaza New York, NY 10112 Mark Begor National Broadcasting Executive Vice Company, Inc. President 30 Rockefeller Plaza New York, NY 10112 William Bolster CNBC, Inc. Executive Vice 2200 Fletcher Ave. President Fort Lee, NJ 07024 Richard Cotton National Broadcasting Executive Vice Company, Inc. President 30 Rockefeller Plaza New York, NY 10112 Duncan Ebersol National Broadcasting Executive Vice Company, Inc. President 30 Rockefeller Plaza New York, NY 10112 Randel A. Falco National Broadcasting Executive Vice Company, Inc. President 30 Rockefeller Plaza New York, NY 10112 Andrew Lack National Broadcasting Executive Vice Company, Inc. President 30 Rockefeller Plaza New York, NY 10112 Donald Ohlmeyer National Broadcasting Executive Vice Company, Inc. President 30 Rockefeller Plaza New York, NY 10112 Thomas Rogers National Broadcasting Executive Vice Company, Inc. President 30 Rockefeller Plaza New York, NY 10112 Scott Sassa National Broadcasting Executive Vice Company, Inc. President 30 Rockefeller Plaza New York, NY 10112 Edward Scanlon National Broadcasting Executive Vice Company, Inc. President 30 Rockefeller Plaza New York, NY 10112 Patrick Wallace National Broadcasting Executive Vice Company, Inc. President 30 Rockefeller Plaza New York, NY 10112 Kassie Canter National Broadcasting Senior Vice President Company, Inc. 30 Rockefeller Plaza New York, NY 10112 Each person listed above is a citizen of the United States of America except Andrea Jung, who is a citizen of Canada. SCHEDULE B TO SCHEDULE 13D Filed by National Broadcasting Company Holding, Inc. NATIONAL BROADCASTING COMPANY HOLDING, INC. DIRECTORS AND EXECUTIVE OFFICERS PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- DIRECTORS - --------- S.S. Cathcart 222 Wisconsin Avenue Retired Chairman, Suite 103 Illinois Tool Works Lake Forest, IL 60045 Andrea Jung Avon Products, Inc. President and Chief 1345 Avenue of the Americas Operating Officer, New York, NY 10105 Avon Products, Inc. G.G. Michelson Federated Department Stores Former Member of the 151 West 34th Street Board of Directors, New York, NY 10001 Federated Department Stores E. F. Murphy General Electric Company Vice Chairman of the 3135 Easton Turnpike Board and Executive Fairfield, CT 06431 Officer, General Electric Company S. Nunn King & Spalding Partner, King & Spalding 191 Peachtree Street, N.E. Atlanta, Georgia 30303 J.D. Opie General Electric Company Vice Chairman of the 3135 Easton Turnpike Board and Executive Fairfield, CT 06431 Officer, General Electric Company R.S. Penske Penske Corporation Chairman of the Board 13400 Outer Drive, West and President, Penske Detroit, MI 48239-4001 Corporation F.H.T. Rhodes Cornell University President Emeritus 3104 Snee Building Cornell University Ithaca, NY 14853 A.C. Sigler Champion International Retired Chairman of the Corporation Board and CEO 1 Champion Plaza and former Director, Stamford, CT 06921 Champion International Corporation D.A. Warner III J. P. Morgan & Co., Inc. Chairman of the Board, & Morgan Guaranty Trust Co. President, and Chief 60 Wall Street Executive Officer, New York, NY 10260 J.P. Morgan & Co. Incorporated and Morgan Guaranty Trust Company J.F. Welch, Jr. General Electric Company Chairman of the Board 3135 Easton Turnpike and Chief Executive Fairfield, CT 06431 Officer, General Electric Company EXECUTIVE OFFICERS - ------------------ Robert C. Wright National Broadcasting Chief Executive Company, Inc. Officer & President 30 Rockefeller Plaza New York, NY 10112 Each person listed above is a citizen of the United States of America except Andrea Jung, who is a citizen of Canada. SCHEDULE C TO SCHEDULE 13D Filed by GE Investments Subsidiary, Inc. GE INVESTMENTS SUBSIDIARY, INC. DIRECTORS AND EXECUTIVE OFFICERS PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- DIRECTORS - --------- Philip D. Ameen 3135 Easton Turnpike Director Fairfield, CT 06431 James R. Bunt 3135 Easton Turnpike Director Fairfield, CT 06431 Jeffrey A. Groh 3003 Summer Street Director Stamford, CT 06904 Alan M. Lewis 3003 Summer Street Director Stamford, CT 06904 John M. Samuels 3135 Easton Turnpike Director Fairfield, CT 06431 John H. Myers 3003 Summer Street President Stamford, CT 06904 Eugene K. Bolton 3003 Summer Street Executive Vice President Stamford, CT 06904 Michael J. Cosgrove 3003 Summer Street Executive Vice President Stamford, CT 06904 Ralph R. Layman 3003 Summer Street Executive Vice President Stamford, CT 06904 Robert A. MacDougall 3003 Summer Street Executive Vice President Stamford, CT 06904 Geoffrey R. Norman 3003 Summer Street Executive Vice President Stamford, CT 06904 Donald W. Torey 3003 Summer Street Executive Vice President Stamford, CT 06904 Mark A. Dunham 3003 Summer Street Senior Vice President Stamford, CT 06904 Ronald I. Felmus 3003 Summer Street Senior Vice President Stamford, CT 06904 H. Michael Mears 3003 Summer Street Senior Vice President Stamford, CT 06904 Philip A. Mercurio 3003 Summer Street Senior Vice President Stamford, CT 06904 Philip A. Riordan 3003 Summer Street Senior Vice President Stamford, CT 06904 Each person listed above is a citizen of the United States of America. SCHEDULE D TO SCHEDULE 13D Filed by General Electric Investment Corporation GENERAL ELECTRIC INVESTMENT CORPORATION DIRECTORS AND EXECUTIVE OFFICERS PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- DIRECTORS - --------- John H. Myers 3003 Summer Street Director Stamford, CT 06904 Eugene K. Bolton 3003 Summer Street Director Stamford, CT 06904 Michael J. Cosgrove 3003 Summer Street Director Stamford, CT 06904 Ralph R. Layman 3003 Summer Street Director Stamford, CT 06904 Alan M. Lewis 3003 Summer Street Director Stamford, CT 06904 Robert A. MacDougall 3003 Summer Street Director Stamford, CT 06904 Geoffrey R. Norman 3003 Summer Street Director Stamford, CT 06904 Jeffrey A. Groh 3003 Summer Street Director Stamford, CT 06904 Donald W. Torey 3003 Summer Street Director Stamford, CT 06904 Peter J. Hathaway 3003 Summer Street Senior Vice President Stamford, CT 06904 Equity Portfolios Elaine G. Harris 3003 Summer Street Senior Vice President Stamford, CT 06904 Equity Portfolios Paul C. Reinhardt 3003 Summer Street Senior Vice President Stamford, CT 06904 Equity Portfolios Christopher W. Smith 3003 Summer Street Senior Vice President Stamford, CT 06904 Equity Investments David B. Carlson 3003 Summer Street Senior Vice President Stamford, CT 06904 Equity Portfolios Christopher D. Brown 3003 Summer Street Senior Vice President Stamford, CT 06904 Equity Portfolios Richard L. Sanderson 3003 Summer Street Senior Vice President Stamford, CT 06904 Equity Research Robert R. Kaelin 3003 Summer Street Senior Vice President Stamford, CT 06904 Municipal Bonds Philip A. Riordan 3003 Summer Street Senior Vice President Stamford, CT 06904 Real Estate Judith A. Studer 3003 Summer Street Senior Vice President Stamford, CT 06904 International Equity Portfolios Brian Hopkinson 3003 Summer Street Senior Vice President Stamford, CT 06904 International Equity Portfolios Michael J. Caufield 3003 Summer Street Senior Vice President Stamford, CT 06904 Municipal Bonds James M. Mara 3003 Summer Street Senior Vice President Stamford, CT 06904 International Private Equities Each person listed above is a citizen of the United States of America. SCHEDULE E TO SCHEDULE 13D Filed by General Electric Company GENERAL ELECTRIC COMPANY DIRECTORS AND EXECUTIVE OFFICERS
PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- DIRECTORS - --------- J.I.Cash, Jr. Harvard Business School Professor of Business Baker Library 187 Administration-Graduate Soldiers Field School of Business Boston, MA 02163 Administration, Harvard University S.S. Cathcart 222 Wisconsin Avenue Retired Chairman, Suite 103 Illinois Tool Works Lake Forest, IL 60045 D.D. Dammerman General Electric Company Vice Chairman of the Board and 3135 Easton Turnpike Executive Officer, General Fairfield, CT 06431 Electric Company; Chairman and Chief Executive Officer, General Electric Capital Services, Inc. P. Fresco Fiat SpA Chairman of the Board, via Nizza 250 Fiat SpA 10126 Torino, Italy C.X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board S.A. de C.V. and Chief Executive Jose Luis Lagrange 103, Officer, Tercero Piso Kimberly-Clark de Mexico, Colonia Los Morales S.A. de C.V. Mexico, D.F. 11510, Mexico Andrea Jung Avon Products, Inc. President and Chief 1345 Avenue of the Americas Operating Officer, New York, NY 10105 Avon Products, Inc. G.G. Michelson Federated Department Stores Former Member of the 151 West 34th Street Board of Directors, New York, NY 10001 Federated Department Stores E. F. Murphy General Electric Company Vice Chairman of the 3135 Easton Turnpike Board and Executive Fairfield, CT 06431 Officer, General Electric Company S. Nunn King & Spalding Partner, King & Spalding 191 Peachtree Street, N.E. Atlanta, Georgia 30303 J.D. Opie General Electric Company Vice Chairman of the 3135 Easton Turnpike Board and Executive Fairfield, CT 06431 Officer, General Electric Company R.S. Penske Penske Corporation Chairman of the Board 13400 Outer Drive, West and President, Penske Detroit, MI 48239-4001 Corporation F.H.T. Rhodes Cornell University President Emeritus 3104 Snee Building Cornell University Ithaca, NY 14853 A.C. Sigler Champion International Retired Chairman of the Corporation Board and CEO 1 Champion Plaza and former Director, Stamford, CT 06921 Champion International Corporation D.A. Warner III J. P. Morgan & Co., Inc. Chairman of the Board, & Morgan Guaranty Trust Co. President, and Chief 60 Wall Street Executive Officer, New York, NY 10260 J.P. Morgan & Co. Incorporated and Morgan Guaranty Trust Company J.F. Welch, Jr. General Electric Company Chairman of the Board 3135 Easton Turnpike and Chief Executive Fairfield, CT 06431 Officer, General Electric Company
PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- EXECUTIVE OFFICERS - ------------------ J.F. Welch, Jr. General Electric Company Chairman of the Board and 3135 Easton Turnpike Chief Executive Officer Fairfield, CT 06431 P.D. Ameen General Electric Company Vice President and 3135 Easton Turnpike Comptroller Fairfield, CT 06431 J.R. Bunt General Electric Company Vice President and 3135 Easton Turnpike Treasurer Fairfield, CT 06431 D.L. Calhoun General Electric Company Senior Vice President - Nela Park GE Lighting Cleveland, OH 44122 W.J. Conaty General Electric Company Senior Vice President - 3135 Easton Turnpike Human Resources Fairfield, CT 06431 D.M. Cote General Electric Company Senior Vice President - 3135 Easton Turnpike GE Appliances Fairfield, CT 06431 L.S. Edelheit General Electric Company Senior Vice President - P. O. Box 8 Corporate Research Schenectady, NY 12301 and Development B.W. Heineman, Jr. General Electric Company Senior Vice President - 3135 Easton Turnpike General Counsel and Fairfield, CT 06431 Secretary J.R. Immelt General Electric Company Senior Vice President - P.O. Box 414 GE Medical Systems Milwaukee, WI 53201 G.S. Malm General Electric Company Senior Vice President - 3135 Easton Turnpike Asia Fairfield, CT 06431 W.J. McNerney, Jr. General Electric Company Senior Vice President - 1 Neumann Way GE Aircraft Engines Cincinnati, OH 05215 E.F. Murphy General Electric Company Vice Chairman of the Board 3135 Easton Turnpike and Executive Officer Fairfield, CT 06431 R.L. Nardelli General Electric Company Senior Vice President - 1 River Road GE Power Systems Schenectady, NY 12345 R.W. Nelson General Electric Company Vice President - 3135 Easton Turnpike Corporate Financial Fairfield, CT 06431 Planning and Analysis J.D. Opie General Electric Company Vice Chairman of the Board 3135 Easton Turnpike and Executive Officer Fairfield, CT 06431 G.M. Reiner General Electric Company Senior Vice President - 3135 Easton Turnpike Chief Information Officer Fairfield, CT 06431 J.G. Rice General Electric Company Vice President - 2901 East Lake Road GE Transportation Systems Erie, PA 16531 G.L. Rogers General Electric Company Senior Vice President - 1 Plastics Avenue GE Plastics Pittsfield, MA 01201 K.S. Sherin General Electric Company Senior Vice President - 3135 Easton Turnpike Finance and Chief Financial Fairfield, CT 06431 Officer L.G. Trotter General Electric Company Senior Vice President - 41 Woodford Avenue GE Industrial Systems Plainville, CT 06062
Each person listed above is a citizen of the United States of America except C.X. Gonzalez, who is a citizen of Mexico, P. Fresco, who is a citizen of Italy, Andrea Jung, who is a citizen of Canada and G.S. Malm, who is a citizen of Sweden SCHEDULE F TO SCHEDULE 13D Filed by General Electric Pension Trust TRUSTEES OF GENERAL ELECTRIC PENSION TRUST
PRESENT PRESENT NAME BUSINESS ADRRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- TRUSTEES - -------- Eugene K. Bolton 3003 Summer Street Trustee Stamford, CT 06904 Michael J. Cosgrove 3003 Summer Street Trustee Stamford, CT 06904 Jeffrey A. Groh 3003 Summer Street Trustee Stamford, CT 06904 Ralph R. Layman 3003 Summer Street Trustee Stamford, CT 06904 Alan M. Lewis 3003 Summer Street Trustee Stamford, CT 06904 Robert A. MacDougall 3003 Summer Street Trustee Stamford, CT 06904 John H. Myers 3003 Summer Street Trustee Stamford, CT 06904 Donald W. Torey 3003 Summer Street Trustee Stamford, CT 06904
Each person listed above is a citizen of the United States of America. SCHEDULE G TO SCHEDULE 13D GE CONVICTIONS WITHIN THE PAST FIVE YEARS 1. Her Majesty's Inspectorate of Pollution v. IGE Medical Systems Limited (St. Albans Magistrates Court, St. Albans, Hertsfordshire, England, Case No. 04/00320181) In April, 1994, IGE Medical Systems Limited (IGEMS), a U.K. subsidiary of GE Medical Systems, discovered the loss of a radioactive barium source at the Radlett, England facility. The lost source, used to calibrate nuclear camera detectors, emits a very low level of radiation. IGEMS immediately reported the loss as required by the U.K. Radioactive Substances Act. An ensuing investigation, conducted in cooperation with government authorities, failed to locate the source. On July 21, 1994, Her Majesty's Inspectorate of Pollution (HMIP) charged IGEMS with violating the Radioactive Substances Act by failing to comply with a condition of registration. The Act provides that a registrant like IGEMS, which "does not comply with a limitation or condition subject to which (it) is so registered ... shall be guilty of (a criminal) offense." Condition 7 of IGEMS' registration states that it "shall so far as is reasonably practicable prevent ... loss of any registered source." At the beginning of trial on February 24, 1995, IGEMS entered a guilty plea and agreed to pay of fine of (pound)5,000 and assessed costs of (pound)5,754. The prosecutor's presentation focused primarily on the 1991 change in internal IGEMS procedures and, in particular, the source logging procedure. The prosecutor complimented IGEMS' investigation and efforts to locate the source and advised the court that IGEMS had no previous violations of the Radioactive Substances Act. He also told the court that the Radlett plant had been highlighted as an exemplary facility to HMIP inspectors as part of their training. In mitigation, IGEMS emphasized the significant infrastructure and expense undertaken by IGEMS to provide security for radiation sources and the significant effort and expense incurred in attempting to locate the missing source. EXHIBIT INDEX Exhibit No. Exhibit 1 Joint Filing Agreement by and among National Broadcasting Company, Inc., National Broadcasting Company Holding, Inc., GE Investments Subsidiary, Inc., General Electric Investment Corporation, General Electric Pension Trust and General Electric Company. Exhibit 2 Amended and Restated Stock Purchase Agreement by and Among National Broadcasting Company, Inc., GE Investments Subsidiary, Inc., and iVillage Inc., incorporated by reference to Exhibit 10.26 to Amendment No. 4 to Form S-1 Registration Statement of iVillage Inc. (Reg. No. 333-68749) as filed on March 12, 1999. Exhibit 3 Letter Agreement by and between National Broadcasting Company, Inc. and iVillage Inc. incorporated herein by reference to Exhibit 10.13 to Form S-1 Registration Statement of iVillage Inc. (Reg. No. 333-68749) as filed on December 11, 1998. Exhibit 4 Fourth Amended and Restated Stockholders' Agreement dated as of December 4, 1998, by and among iVillage Inc., the Founders and each of the Investors identified therein incorporated herein by reference to Exhibit 10.24 to Form S-1 Registration Statement of iVillage Inc. (Reg. No. 333-68749) as filed on December 11, 1998. Exhibit 5 Fourth Amended and Restated Registration Rights Agreement dated December 4, 1998 by and among iVillage Inc., the Founders and each of the Investors identified therein, incorporated herein by reference to Exhibit 10.25 to Form S-1 Registration Statement of iVillage Inc. (Reg. No. 333-68749) as filed on December 11, 1998. Exhibit 6 Lock-up Agreement by and between iVillage Inc. and National Broadcasting Company, Inc., dated February 18, 1999. Exhibit 7 Lock-up Agreement by and between iVillage Inc. and General Electric Pension Trust, dated August 24, 1998. EXHIBIT 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to beneficial ownership by the undersigned of shares of the Common Stock, par value $.01 per share, of iVillage Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1 (f) (l) under the Securities and Exchange Act of 1934. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: April 9, 1999 NATIONAL BROADCASTING GENERAL ELECTRIC PENSION COMPANY, INC. TRUST By: GENERAL ELECTRIC INVESTEMENT CORPORATION By: ________________________ Its Investment Manager Mark W. Begor Executive Vice President By: _____________________ Michael M. Pastore NATIONAL BROADCASTING Vice President COMPANY HOLDING, INC. GENERAL ELECTRIC COMPANY By: _________________________ Mark W. Begor Treasurer By: __________________________ Mark W. Begor Vice President GE INVESTMENTS SUBSIDIARY, INC. By: _________________________ Michael M. Pastore Vice President GENERAL ELECTRIC INVESTMENT CORPORATION By: _________________________ Michael Pastore Vice President EXHIBIT 6 NBC LOCK-UP AGREEMENT February 18, 1999 Goldman, Sachs & Co. Credit Suisse First Boston Corporation Hambrecht & Quist LLC As representatives of the several Underwriters c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Dear Sirs and Mesdames: This agreement (the "Lock-up Agreement") relates to the proposed public offering (the "Offering") of the Common Stock, $0.0005 par value per share (the "Common Stock"), of iVillage Inc., a Delaware corporation (the "Company"). In connection with the Offering, the Company will enter into an underwriting agreement (the "Underwriting Agreement") with the several underwriters listed on Schedule I to the Underwriting Agreement (the "Underwriters") for whom you are acting as representatives (the "Representatives"). In consideration of your entering into the Underwriting Agreement, the undersigned hereby confirms, covenants and agrees that the undersigned will not (and will not permit any other person, to the extent allowable by la, who holds of record any of the undersigned's shares of Common Stock, or substantially similar securities of the Company, to, with respect to the shares so held), directly or indirectly, sell, offer to sell, contract to sell, grant any option or warrant for the sale or purchase of, or otherwise dispose of, any shares of Common Stock, or securities of the Company substantially similar to the Common Stock, or any such substantially similar securities, whether now owned or hereinafter acquired, owned by the undersigned or with respect to which the undersigned has the power of disposition or beneficial ownership (collectively, the "Shares") for a period of 180 days after the date of the Prospectus (as that term is defined in the Underwriting Agreement). 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 Share should 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 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 nay such transfer shall not involve a disposition for value, (iii) to any affiliate of the undersigned, provided that such affiliate continues during such restricted period to be an affiliate and 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 (iv) 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 that first cousin. For purposes of the Lock-up Agreement, an "affiliate" of the undersigned shall mean a limited partner, stockholder or a wholly-owned subsidiary of the undersigned. The undersigned now has, and except as contemplated by clause (I), (ii), (iii) or (iv) above, for the duration of this Lock-up Agreement will have, good and marketable title to the 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 Shares except in compliance with the foregoing restrictions. The undersigned acknowledges (i) the sufficiency of the consideration for this Lock-up Agreement and (ii) that the decision, of any, of the Underwriters to enter into the Underwriting Agreement will be made in part in reliance upon the undersigned entering into, and abiding by the terms of, this Lock-up Agreement. The undersigned further acknowledges that this Lock-up Agreement is irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors and assigns. The undersigned further represents and agrees that he, she or it has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale ore resale of the Shares (as such term is defined in the Underwriting Agreement), or which ahs otherwise constituted or will constitute any prohibited bid for or purchase of the Shares or any related securities. NATIONAL BROADCASTING COMPANY, INC. By: Martin Yudkovitz Signature Martin Yudkovitz President, NBC Multimedia, Inc. Print Name of Stockholder EXHIBIT 7 GEPT LOCK-UP AGREEMENT August 24, 1998 Goldman, Sachs & Co. Credit Suisse First Boston Corporation Hambrecht & Quist LLC As representatives of the several Underwriters c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Dear Sirs and Mesdames: This agreement (the "Lock-up Agreement") relates to the proposed public offering (the "Offering") of the Common Stock, $0.0005 par value per share (the "Common Stock"), of iVillage Inc., a Delaware corporation (the "Company"). In connection with the Offering, the Company will enter into an underwriting agreement (the "Underwriting Agreement") with the several underwriters listed on Schedule I to the Underwriting Agreement (the "Underwriters") for whom you are acting as representatives (the "Representatives"). In consideration of your entering into the Underwriting Agreement, the undersigned hereby confirms, covenants and agrees that the undersigned will not (and will not permit any other person, to the extent allowable by la, who holds of record any of the undersigned's shares of Common Stock, or substantially similar securities of the Company, to, with respect to the shares so held), directly or indirectly, sell, offer to sell, contract to sell, grant any option or warrant for the sale or purchase of, or otherwise dispose of, any shares of Common Stock, or securities of the Company substantially similar to the Common Stock, or any such substantially similar securities, whether now owned or hereinafter acquired, owned by the undersigned or with respect to which the undersigned has the power of disposition or beneficial ownership (collectively, the "Shares") for a period of 180 days after the date of the Prospectus (as that term is defined in the Underwriting Agreement). 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 Share should 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 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 nay such transfer shall not involve a disposition for value, (iii) to any affiliate of the undersigned, provided that such affiliate continues during such restricted period to be an affiliate and 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 (iv) 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 that first cousin. For purposes of the Lock-up Agreement, an "affiliate" of the undersigned shall mean a limited partner, stockholder or a wholly-owned subsidiary of the undersigned. The undersigned now has, and except as contemplated by clause (I), (ii), (iii) or (iv) above, for the duration of this Lock-up Agreement will have, good and marketable title to the 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 Shares except in compliance with the foregoing restrictions. The undersigned acknowledges (i) the sufficiency of the consideration for this Lock-up Agreement and (ii) that the decision, of any, of the Underwriters to enter into the Underwriting Agreement will be made in part in reliance upon the undersigned entering into, and abiding by the terms of, this Lock-up Agreement. The undersigned further acknowledges that this Lock-up Agreement is irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors and assigns. The undersigned further represents and agrees that he, she or it has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale ore resale of the Shares (as such term is defined in the Underwriting Agreement), or which ahs otherwise constituted or will constitute any prohibited bid for or purchase of the Shares or any related securities. Michael M. Pastore Signature: Michael M. Pastore, Vice President GENERAL ELECTRIC PENSION TRUST By: General Electric Investment Corporation, its Investment Manager Print Name of Stockholder -----END PRIVACY-ENHANCED MESSAGE-----