-----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, KRiq/aB3/oZIR/yapNaC/kdkLAZ7bOAF0cFpJrGHRQNgpKk3apwWz+PYeow3cNm5 SdY7KuGiNL0cgSAEnvW1yw== 0001047469-08-011085.txt : 20081022 0001047469-08-011085.hdr.sgml : 20081022 20081022143844 ACCESSION NUMBER: 0001047469-08-011085 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081022 DATE AS OF CHANGE: 20081022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED ONLINE INC CENTRAL INDEX KEY: 0001142701 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 770575839 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-151998 FILM NUMBER: 081135124 BUSINESS ADDRESS: STREET 1: 21301 BURBANK BOULEVARD CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 8182873000 MAIL ADDRESS: STREET 1: 21301 BURBANK BOULEVARD CITY: WOODLAND HILLS STATE: CA ZIP: 91367 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLASSMATES ONLINE, INC CENTRAL INDEX KEY: 0001015661 IRS NUMBER: 911724074 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-151998-11 FILM NUMBER: 081135121 BUSINESS ADDRESS: STREET 1: 2001 LIND AVENUE SW STREET 2: #500 CITY: RENTON STATE: WA ZIP: 98055 BUSINESS PHONE: (425) 917-5000 MAIL ADDRESS: STREET 1: 2001 LIND AVENUE SW STREET 2: #500 CITY: RENTON STATE: WA ZIP: 98055 FORMER COMPANY: FORMER CONFORMED NAME: CLASSMATES ONLINE INC DATE OF NAME CHANGE: 19960530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JUNO ONLINE SERVICES INC CENTRAL INDEX KEY: 0001018035 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 133914547 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-151998-08 FILM NUMBER: 081135117 BUSINESS ADDRESS: STREET 1: 21301 BURBANK BOULEVARD CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: (818) 287-3000 MAIL ADDRESS: STREET 1: 21301 BURBANK BOULEVARD CITY: WOODLAND HILLS STATE: CA ZIP: 91367 FORMER COMPANY: FORMER CONFORMED NAME: JUNO ONLINE SERVICES L P DATE OF NAME CHANGE: 19990210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MYPOINTS COM INC CENTRAL INDEX KEY: 0001082797 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 943255692 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-151998-07 FILM NUMBER: 081135116 BUSINESS ADDRESS: STREET 1: 525 MARKET STREET STREET 2: #3400 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: (415) 829-6100 MAIL ADDRESS: STREET 1: 525 MARKET STREET STREET 2: #3400 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NETZERO INC CENTRAL INDEX KEY: 0001089944 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 954644384 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-151998-06 FILM NUMBER: 081135115 BUSINESS ADDRESS: STREET 1: 21301 BURBANK BOULEVARD CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: (818) 287-3000 MAIL ADDRESS: STREET 1: 21301 BURBANK BOULEVARD CITY: WOODLAND HILLS STATE: CA ZIP: 91367 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Classmates Media CORP CENTRAL INDEX KEY: 0001409112 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 260657253 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-151998-12 FILM NUMBER: 081135122 BUSINESS ADDRESS: STREET 1: 21301 BURBANK BOULEVARD CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 818-287-3000 MAIL ADDRESS: STREET 1: 21301 BURBANK BOULEVARD CITY: WOODLAND HILLS STATE: CA ZIP: 91367 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Opobox, Inc CENTRAL INDEX KEY: 0001437806 IRS NUMBER: 043572710 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-151998-05 FILM NUMBER: 081135114 BUSINESS ADDRESS: STREET 1: 2001 LIND AVENUE SW STREET 2: #500 CITY: RENTON STATE: WA ZIP: 98055 BUSINESS PHONE: (425) 917-5000 MAIL ADDRESS: STREET 1: 2001 LIND AVENUE SW STREET 2: #500 CITY: RENTON STATE: WA ZIP: 98055 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Juno Internet Services, Inc CENTRAL INDEX KEY: 0001437807 IRS NUMBER: 134127465 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-151998-09 FILM NUMBER: 081135118 BUSINESS ADDRESS: STREET 1: TWO EXECUTIVE DRIVE STREET 2: SUITE 820 CITY: FORT LEE STATE: NJ ZIP: 07024 BUSINESS PHONE: (212) 597-9550 MAIL ADDRESS: STREET 1: TWO EXECUTIVE DRIVE STREET 2: SUITE 820 CITY: FORT LEE STATE: NJ ZIP: 07024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: United Online Communications, Inc CENTRAL INDEX KEY: 0001437810 IRS NUMBER: 830427759 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-151998-03 FILM NUMBER: 081135112 BUSINESS ADDRESS: STREET 1: 21301 BURBANK BOULEVARD CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: (818) 287-3000 MAIL ADDRESS: STREET 1: 21301 BURBANK BOULEVARD CITY: WOODLAND HILLS STATE: CA ZIP: 91367 FILER: COMPANY DATA: COMPANY CONFORMED NAME: United Online Advertising Network, Inc CENTRAL INDEX KEY: 0001437811 IRS NUMBER: 830427758 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-151998-04 FILM NUMBER: 081135113 BUSINESS ADDRESS: STREET 1: 21301 BURBANK BOULEVARD CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: (818) 287-3000 MAIL ADDRESS: STREET 1: 21301 BURBANK BOULEVARD CITY: WOODLAND HILLS STATE: CA ZIP: 91367 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Classmates Yearbooks, Inc CENTRAL INDEX KEY: 0001437815 IRS NUMBER: 421594711 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-151998-10 FILM NUMBER: 081135120 BUSINESS ADDRESS: STREET 1: 2001 LIND AVENUE SW STREET 2: #500 CITY: RENTON STATE: WA ZIP: 98055 BUSINESS PHONE: (425) 917-5000 MAIL ADDRESS: STREET 1: 2001 LIND AVENUE SW STREET 2: #500 CITY: RENTON STATE: WA ZIP: 98055 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Classmates International, Inc CENTRAL INDEX KEY: 0001437820 IRS NUMBER: 200173707 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-151998-13 FILM NUMBER: 081135123 BUSINESS ADDRESS: STREET 1: 2001 LIND AVENUE SW STREET 2: #500 CITY: RENTON STATE: WA ZIP: 98055 BUSINESS PHONE: (425) 917-5000 MAIL ADDRESS: STREET 1: 2001 LIND AVENUE SW STREET 2: #500 CITY: RENTON STATE: WA ZIP: 98055 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UOL Advertising, Inc CENTRAL INDEX KEY: 0001437824 IRS NUMBER: 954841365 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-151998-01 FILM NUMBER: 081135110 BUSINESS ADDRESS: STREET 1: 21301 BURBANK BOULEVARD CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: (818) 287-3000 MAIL ADDRESS: STREET 1: 21301 BURBANK BOULEVARD CITY: WOODLAND HILLS STATE: CA ZIP: 91367 FILER: COMPANY DATA: COMPANY CONFORMED NAME: United Online Web Services, Inc CENTRAL INDEX KEY: 0001437825 IRS NUMBER: 200922351 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-151998-02 FILM NUMBER: 081135111 BUSINESS ADDRESS: STREET 1: 1253 NORTH RESEARCH WAY STREET 2: SUITE Q-2500 CITY: OREM STATE: UT ZIP: 84097 BUSINESS PHONE: (801) 437-6000 MAIL ADDRESS: STREET 1: 1253 NORTH RESEARCH WAY STREET 2: SUITE Q-2500 CITY: OREM STATE: UT ZIP: 84097 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FreeInternet.com, Inc. CENTRAL INDEX KEY: 0001440083 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-151998-14 FILM NUMBER: 081135119 BUSINESS ADDRESS: STREET 1: 21301 BURBANK BOULEVARD CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: (818) 287-3000 MAIL ADDRESS: STREET 1: 21301 BURBANK BOULEVARD CITY: WOODLAND HILLS STATE: CA ZIP: 91367 POS AM 1 a2188598zposam.htm POS AM
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As filed with the Securities and Exchange Commission on October 22, 2008

Registration No. 333-151998

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

UNITED ONLINE, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)		   7370
(Primary Standard Industrial
Classification Code Number)		   77-0575839
(I.R.S. Employer
Identification Number)

21301 Burbank Boulevard
Woodland Hills, California 91367
(818) 287-3000
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Mark R. Goldston
Chairman, President and Chief Executive Officer
United Online, Inc.
21301 Burbank Boulevard
Woodland Hills, California 91367
(818) 287-3000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Brian J. McCarthy, Esq.
David C. Eisman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue
Los Angeles, California 90071
(213) 687-5000

Approximate date of commencement of proposed sale to the public:
This Post-Effective Amendment deregisters those securities that remain unsold as of the date hereof.

         If the securities being registered on this form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

         If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

         If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "larger accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý   Accelerated filer o   Non-accelerated filer o
 (Do not check if a smaller reporting company)		   Smaller reporting company o


TABLE OF ADDITIONAL REGISTRANTS

Name of Additional Registrant(1)
  State or Other
Jurisdiction of
Incorporation
or Formation 		  Primary Standard
Industrial
Classification
Code Number 		  I.R.S. Employer
Identification No. 		 

Classmates International, Inc.(2)

   Delaware     7370     20-0173707  

Classmates Media Corporation(3)

   Delaware     7389     26-0657253  

Classmates Online, Inc.(2)

   Washington     7370     91-1724074  

Classmates Yearbooks, Inc.(2)

   Delaware     7370     42-1594711  

FreeInternet.com, Inc.(3)

   Delaware     7370     90-0400645  

Juno Internet Services, Inc.(4)

   Delaware     7370     13-4127465  

Juno Online Services, Inc.(3)

   Delaware     7370     13-3914547  

MyPoints.com, Inc.(5)

   Delaware     7370     94-3255692  

NetZero, Inc.(3)

   Delaware     7370     95-4644384  

Opobox, Inc.(2)

   Delaware     7370     04-3572710  

United Online Advertising Network, Inc.(3)

   Delaware     7370     83-0427758  

United Online Communications, Inc.(3)

   Delaware     7370     83-0427759  

United Online Web Services, Inc.(3)

   Delaware     7370     20-0922351  

UOL Advertising, Inc.(3)

   Delaware     7370     95-4841365  
(1)
The additional registrants were to be guarantors of the 13% Senior Secured Notes due 2013, if such Notes were issued. However, as described below, no such Notes have been or will be issued.

(2)
2001 Lind Ave. SW, #500, Renton, WA 98055. (425) 917-5000

(3)
21301 Burbank Blvd., Woodland Hills, CA 91367. (818) 287-3000

(4)
Two Executive Drive, Suite 820, Fort Lee, NJ 07024. (212) 597-9550

(5)
525 Market St., #3400, San Francisco, CA 94105. (415) 829-6100


DEREGISTRATION OF SECURITIES

        The purpose of this Post-Effective Amendment No. 1 to the Registration Statements on Form S-4 (File No. 333-151998) filed by United Online, Inc., a Delaware corporation ("UOL"), and the Guarantors (as defined below) with the Securities and Exchange Commission (the "SEC") on June 27, 2008, as amended by Amendment No. 1 thereto filed with the SEC on July 17, 2008, and Amendment No. 2 thereto filed with the SEC on July 22, 2008 (as so amended, the "Registration Statement") is to remove from registration the following securities of UOL and the Guarantors that were registered and have not been and will not be sold pursuant to the Registration Statement:

    •
    659,495 shares of common stock, $0.0001 par value per share (together with the associated preferred share purchase rights) (the "UOL Common Stock");

    •
    $100,000,000 principal amount of UOL's 13% senior secured notes due 2013 (the "Notes"); and

    •
    Guarantees related to the Notes (the "Guarantees").

        The Registration Statement was filed to register (i) 12,919,077 shares of UOL Common Stock and (ii) $100,000,000 principal amount of Notes (and the related Guarantees) proposed to be issued as contingent merger consideration in connection with the consummation of the merger of UNOLA Corp., a Delaware corporation and an indirect wholly owned subsidiary of UOL, with and into FTD Group, Inc. (the "Merger"). The Notes and the Guarantees were to be issued only if UOL's financing for the Merger became unavailable for any reason. The Notes, if required to be issued, were to be guaranteed by certain subsidiaries of UOL (the "Guarantors"). The Guarantors were listed as additional registrants on the Registration Statement for the limited purpose of registering the Guarantees. The Merger was consummated on August 26, 2008, with the merger consideration consisting solely of cash and a total of 12,259,582 shares of UOL Common Stock. UOL's financing for the Merger was completed and, accordingly, no Notes or Guarantees have been or will be sold pursuant to the Registration Statement.

        Accordingly, pursuant to the undertaking set forth in Part II, Item 17(a)(3) of the Registration Statement, UOL and each of the Guarantors are filing this Post-Effective Amendment No. 1 to remove from registration all securities registered pursuant to the Registration Statement that remain unsold as of the date hereof.

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, United Online, Inc. has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Woodland Hills, State of California, on October 22, 2008.

  UNITED ONLINE, INC.

    

            

  By:   /s/ MARK R. GOLDSTON

      Name:   Mark R. Goldston

      Title:   Chairman, President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons on behalf of United Online, Inc. and in the capacities indicated below on October 22, 2008:

Signature
 
Title

 
 
 
/s/ MARK R. GOLDSTON
 Mark R. Goldston		   Chairman, President, Chief Executive Officer and Director
(Principal Executive Officer and Director)

/s/ SCOTT H. RAY
 Scott H. Ray
 
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/ NEIL P. EDWARDS
 Neil P. Edwards
 
Senior Vice President, Finance, Treasurer and
Chief Accounting Officer
(Principal Accounting Officer)

*
 James T. Armstrong
 
Director

*
 Robert Berglass
 
Director

*
 Kenneth L. Coleman
 
Director

*
 Dennis Holt
 
Director

*
 Carol A. Scott
 
Director
By:   /s/ MARK R. GOLDSTON
 Mark R. Goldston
 Attorney-In-Fact		    

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, Classmates International, Inc. has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Woodland Hills, State of California, on October 22, 2008.

  CLASSMATES INTERNATIONAL, INC.

    

            

  By:   /s/ MARK R. GOLDSTON

      Name:   Mark R. Goldston

      Title:   Chairman and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons on behalf of Classmates International, Inc. and in the capacities indicated below on October 22, 2008:

Signature
 
Title

 
 
 
/s/ MARK R. GOLDSTON
 Mark R. Goldston		   Chairman, Chief Executive Officer and Director
(Principal Executive Officer)

/s/ SCOTT H. RAY
 Scott H. Ray
 
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/ NEIL P. EDWARDS
 Neil P. Edwards
 
Senior Vice President, Finance, Treasurer and
Chief Accounting Officer
(Principal Accounting Officer)

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, Classmates Media Corporation has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Woodland Hills, State of California, on October 22, 2008.

  CLASSMATES MEDIA CORPORATION

    

            

  By:   /s/ MARK R. GOLDSTON

      Name:   Mark R. Goldston

      Title:   Chairman, President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons on behalf of Classmates Media Corporation and in the capacities indicated below on October 22, 2008:

Signature
 
Title

 
 
 
/s/ MARK R. GOLDSTON
 Mark R. Goldston		   Chairman, President, Chief Executive Officer and Director
(Principal Executive Officer)

/s/ SCOTT H. RAY
 Scott H. Ray
 
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/ NEIL P. EDWARDS
 Neil P. Edwards
 
Senior Vice President, Finance, Treasurer and
Chief Accounting Officer
(Principal Accounting Officer)

*
 Robert Berglass
 
Director

*
 Kenneth L. Coleman
 
Director

*
 Nicholas Donatiello, Jr.
 
Director

*
 Howard G. Phanstiel
 
Director

Signature
 
Title

 
 
 
*
 Greg J. Santora		   Director

*
 Carol A. Scott
 
Director

*
 Roger S. Siboni
 
Director
By:   /s/ MARK R. GOLDSTON
 Mark R. Goldston
 Attorney-In-Fact		    

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, Classmates Online, Inc. has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Woodland Hills, State of California, on October 22, 2008.

  CLASSMATES ONLINE, INC.

    

            

  By:   /s/ MARK R. GOLDSTON

      Name:   Mark R. Goldston

      Title:   Chairman and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons on behalf of Classmates Online, Inc. and in the capacities indicated below on October 22, 2008:

Signature
 
Title

 
 
 
/s/ MARK R. GOLDSTON
 Mark R. Goldston		   Chairman, Chief Executive Officer and Director
(Principal Executive Officer)

/s/ SCOTT H. RAY
 Scott H. Ray
 
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/ NEIL P. EDWARDS
 Neil P. Edwards
 
Senior Vice President, Finance, Treasurer and
Chief Accounting Officer
(Principal Accounting Officer)

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, Classmates Yearbooks, Inc. has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Woodland Hills, State of California, on October 22, 2008.

  CLASSMATES YEARBOOKS, INC.

    

            

  By:   /s/ MARK R. GOLDSTON

      Name:   Mark R. Goldston

      Title:   Chairman and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons on behalf of Classmates Yearbooks, Inc. and in the capacities indicated below on October 22, 2008:

Signature
 
Title

 
 
 
/s/ MARK R. GOLDSTON
 Mark R. Goldston		   Chairman, Chief Executive Officer and Director
(Principal Executive Officer)

/s/ SCOTT H. RAY
 Scott H. Ray
 
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/ NEIL P. EDWARDS
 Neil P. Edwards
 
Senior Vice President, Finance, Treasurer and
Chief Accounting Officer
(Principal Accounting Officer)

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, FreeInternet.com, Inc. has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Woodland Hills, State of California, on October 22, 2008.

  FREEINTERNET.COM, INC.

    

            

  By:   /s/ MARK R. GOLDSTON

      Name:   Mark R. Goldston

      Title:   Chairman, President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons on behalf of FreeInternet.com, Inc. and in the capacities indicated below on October 22, 2008:

Signature
 
Title

 
 
 
/s/ MARK R. GOLDSTON
 Mark R. Goldston		   Chairman, President, Chief Executive Officer and Director
(Principal Executive Officer)

/s/ SCOTT H. RAY
 Scott H. Ray
 
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/ NEIL P. EDWARDS
 Neil P. Edwards
 
Senior Vice President, Finance, Treasurer and
Chief Accounting Officer
(Principal Accounting Officer)

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, Juno Internet Services, Inc. has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Woodland Hills, State of California, on October 22, 2008.

  JUNO INTERNET SERVICES, INC.

    

            

  By:   /s/ MARK R. GOLDSTON

      Name:   Mark R. Goldston

      Title:   Chairman, President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons on behalf of Juno Internet Services, Inc. and in the capacities indicated below on October 22, 2008:

Signature
 
Title

 
 
 
/s/ MARK R. GOLDSTON
 Mark R. Goldston		   Chairman, President, Chief Executive Officer and Director
(Principal Executive Officer)

/s/ SCOTT H. RAY
 Scott H. Ray
 
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/ NEIL P. EDWARDS
 Neil P. Edwards
 
Senior Vice President, Finance, Treasurer and
Chief Accounting Officer
(Principal Accounting Officer)

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, Juno Online Services, Inc. has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Woodland Hills, State of California, on October 22, 2008.

  JUNO ONLINE SERVICES, INC.

    

            

  By:   /s/ MARK R. GOLDSTON

      Name:   Mark R. Goldston

      Title:   Chairman, President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons on behalf of Juno Online Services, Inc. and in the capacities indicated below on October 22, 2008:

Signature
 
Title

 
 
 
/s/ MARK R. GOLDSTON
 Mark R. Goldston		   Chairman, President, Chief Executive Officer and Director
(Principal Executive Officer)

/s/ SCOTT H. RAY
 Scott H. Ray
 
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/ NEIL P. EDWARDS
 Neil P. Edwards
 
Senior Vice President, Finance, Treasurer and
Chief Accounting Officer
(Principal Accounting Officer)

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, MyPoints.Com, Inc. has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Woodland Hills, State of California, on October 22, 2008.

  MYPOINTS.COM, INC.

    

            

  By:   /s/ MARK R. GOLDSTON

      Name:   Mark R. Goldston

      Title:   Chairman and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons on behalf of MyPoints.Com, Inc. and in the capacities indicated below on October 22, 2008:

Signature
 
Title

 
 
 
/s/ MARK R. GOLDSTON
 Mark R. Goldston		   Chairman, Chief Executive Officer and Director
(Principal Executive Officer)

/s/ SCOTT H. RAY
 Scott H. Ray
 
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/ NEIL P. EDWARDS
 Neil P. Edwards
 
Senior Vice President, Finance, Treasurer and
Chief Accounting Officer
(Principal Accounting Officer)

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, NetZero, Inc. has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Woodland Hills, State of California, on October 22, 2008.

  NETZERO, INC.

    

            

  By:   /s/ MARK R. GOLDSTON

      Name:   Mark R. Goldston

      Title:   Chairman, President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons on behalf of NetZero, Inc. and in the capacities indicated below on October 22, 2008:

Signature
 
Title

 
 
 
/s/ MARK R. GOLDSTON
 Mark R. Goldston		   Chairman, President, Chief Executive Officer and Director
(Principal Executive Officer)

/s/ SCOTT H. RAY
 Scott H. Ray
 
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/ NEIL P. EDWARDS
 Neil P. Edwards
 
Senior Vice President, Finance, Treasurer and
Chief Accounting Officer
(Principal Accounting Officer)

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, Opobox, Inc. has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Woodland Hills, State of California, on October 22, 2008.

  OPOBOX, INC.

    

            

  By:   /s/ MARK R. GOLDSTON

      Name:   Mark R. Goldston

      Title:   Chairman and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons on behalf of Opobox, Inc. and in the capacities indicated below on October 22, 2008:

Signature
 
Title

 
 
 
/s/ MARK R. GOLDSTON
 Mark R. Goldston		   Chairman, Chief Executive Officer and Director
(Principal Executive Officer)

/s/ SCOTT H. RAY
 Scott H. Ray
 
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/ NEIL P. EDWARDS
 Neil P. Edwards
 
Senior Vice President, Finance, Treasurer and
Chief Accounting Officer
(Principal Accounting Officer)

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, United Online Advertising Network, Inc. has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Woodland Hills, State of California, on October 22, 2008.

  UNITED ONLINE ADVERTISING NETWORK, INC.

    

            

  By:   /s/ MARK R. GOLDSTON

      Name:   Mark R. Goldston

      Title:   Chairman, President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons on behalf of United Online Advertising Network, Inc. and in the capacities indicated below on October 22, 2008:

Signature
 
Title

 
 
 
/s/ MARK R. GOLDSTON
 Mark R. Goldston		   Chairman, President, Chief Executive Officer and Director
(Principal Executive Officer)

/s/ SCOTT H. RAY
 Scott H. Ray
 
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/ NEIL P. EDWARDS
 Neil P. Edwards
 
Senior Vice President, Finance, Treasurer and
Chief Accounting Officer
(Principal Accounting Officer)

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, United Online Communications, Inc. has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Woodland Hills, State of California, on October 22, 2008.

  UNITED ONLINE COMMUNICATIONS, INC.

    

            

  By:   /s/ MARK R. GOLDSTON

      Name:   Mark R. Goldston

      Title:   Chairman, President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons on behalf of United Online Communications, Inc. and in the capacities indicated below on October 22, 2008:

Signature
 
Title

 
 
 
/s/ MARK R. GOLDSTON
 Mark R. Goldston		   Chairman, President, Chief Executive Officer and Director
(Principal Executive Officer)

/s/ SCOTT H. RAY
 Scott H. Ray
 
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/ NEIL P. EDWARDS
 Neil P. Edwards
 
Senior Vice President, Finance, Treasurer and
Chief Accounting Officer
(Principal Accounting Officer)

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, United Online Web Services, Inc. has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Woodland Hills, State of California, on October 22, 2008.

  UNITED ONLINE WEB SERVICES, INC.

    

            

  By:   /s/ MARK R. GOLDSTON

      Name:   Mark R. Goldston

      Title:   Chairman, President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons on behalf of United Online Web Services, Inc. and in the capacities indicated below on October 22, 2008:

Signature
 
Title

 
 
 
/s/ MARK R. GOLDSTON
 Mark R. Goldston		   Chairman, President, Chief Executive Officer and Director
(Principal Executive Officer)

/s/ SCOTT H. RAY
 Scott H. Ray
 
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/ NEIL P. EDWARDS
 Neil P. Edwards
 
Senior Vice President, Finance, Treasurer and
Chief Accounting Officer
(Principal Accounting Officer)

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, UOL Advertising, Inc. has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Woodland Hills, State of California, on October 22, 2008.

  UOL ADVERTISING, INC.

    

            

  By:   /s/ MARK R. GOLDSTON

      Name:   Mark R. Goldston

      Title:   Chairman, President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons on behalf of UOL Advertising, Inc. and in the capacities indicated below on October 22, 2008:

Signature
 
Title

 
 
 
/s/ MARK R. GOLDSTON
 Mark R. Goldston		   Chairman, President, Chief Executive Officer and Director
(Principal Executive Officer)

/s/ SCOTT H. RAY
 Scott H. Ray
 
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/ NEIL P. EDWARDS
 Neil P. Edwards
 
Senior Vice President, Finance, Treasurer and
Chief Accounting Officer
(Principal Accounting Officer)



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TABLE OF ADDITIONAL REGISTRANTS
DEREGISTRATION OF SECURITIES
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