8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):
November 3, 2004

United Online, Inc.

(Exact Name of Registrant as specified in Charter)

Delaware	000-33367	77-0575839
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

21301 Burbank Boulevard
Woodland Hills, California 91367
(Address of principal executive offices) (Zip Code)

Telephone: (818) 287-3000
(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

ýPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01. Other Events

On November 3, 2004, United Online, Inc. issued a press release announcing its intention to launch a modified Dutch auction tender offer for up to 16,666,666 shares, or approximately 27%, of its outstanding common stock, at prices ranging from $9.00 to $10.50 per share, or, if the aggregate purchase price for such shares would exceed $150 million, the number of whole shares equal to $150 million divided by the per share purchase price. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

ITEM 9.01. EXHIBIT

(c)	Exhibit.
	Exhibit No.	Description
	99.1	Press release, dated November 3, 2004

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:	November 3, 2004	UNITED ONLINE, INC.
		/s/ Charles S. Hilliard
		Charles S. Hilliard
		Executive Vice President, Finance and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, dated November 3, 2004

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EX-99.1

Exhibit 99.1

United Online Announces Tender Offer to Repurchase Up to 16,666,666 of Its Shares

WOODLAND HILLS, Calif., Nov. 3, 2004 — United Online, Inc. (Nasdaq:UNTD), a leading provider of consumer Internet subscription services, today announced its intention to launch a modified Dutch auction tender offer for up to 16,666,666 shares, or approximately 27%, of its outstanding common stock, at prices ranging from $9.00 to $10.50 per share, or, if the aggregate purchase price for such shares would exceed $150 million, the number of whole shares equal to $150 million divided by the per share purchase price. The tender offer is expected to commence by Friday, November 5, 2004 and expire in early December 2004, unless extended by United Online.

United Online’s Board of Directors has authorized this tender offer as a prudent use of financial resources given United Online’s business profile, assets and current stock price, and an efficient means to provide value to United Online stockholders. The offer represents an opportunity for United Online to return cash to stockholders who elect to tender their shares while at the same time increasing non-tendering stockholders’ proportional interest in United Online. United Online intends to obtain approximately $150 million of the approximately $154 million of funds required to purchase shares in the tender offer, as well as to pay all related fees and expenses, through a term loan facility, which United Online is currently negotiating, and the remainder from excess cash on hand.

On October 23, 2004, United Online signed a definitive agreement to acquire Classmates Online, Inc. for approximately $128 million in cash. United Online anticipates that Classmates Online will have a cash balance of approximately $28 million at the time the acquisition closes. The closing of the proposed Classmates Online acquisition is subject to the fulfillment of a number of customary conditions, including regulatory approval. It is anticipated that the Classmates Online acquisition will be consummated by early December 2004.

The modified Dutch auction tender procedure allows stockholders to select the price within the specified range at which each stockholder is willing to sell all or a portion of his or her shares to the company. Based on the number of shares tendered and the prices specified by the tendering stockholders, the company will determine the single per share price within the range that will allow it to buy 16,666,666 shares (or such lesser number of shares that are properly tendered) at a price between $9.00 and $10.50 per share net to the tendering stockholder in cash, without interest, as long as the aggregate purchase price does not exceed $150 million. The offer will not be conditioned on any minimum number of shares being tendered; however, the tender offer will be subject to other conditions, including consummation of the Classmates Online acquisition and the company obtaining financing. All of the shares that are properly tendered at prices at or below the purchase price determined by the company (and not properly withdrawn) will, subject to possible proration and provisions relating to the tender of “odd lots,” be purchased for cash, without interest, at such purchase price promptly after the expiration of the tender

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offer. All shares purchased in the offer will receive the same price. All other shares that have been tendered and not purchased will be promptly returned to the stockholder.

Neither United Online nor its Board of Directors is making any recommendation to stockholders as to whether to tender or refrain from tendering their shares into the proposed tender offer. Stockholders must decide how many shares they will tender, if any, and the price within the stated range at which they will offer their shares for purchase to United Online.

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of United Online’s common stock and should not be construed as the commencement of any tender offer. The solicitation of offers to buy shares of United Online common stock will only be made pursuant to the offer to purchase and related materials that United Online will send to its stockholders shortly. Stockholders should read those materials carefully because they will contain important information, including the various terms of, and conditions to, the offer. Stockholders will be able to obtain the offer to purchase and other filed documents for free at the SEC’s website at www.sec.gov or as otherwise indicated in the offer to purchase. We urge stockholders to carefully read those materials prior to making any decisions with respect to the tender offer.

About United Online

United Online, Inc. (Nasdaq:UNTD) is a leading provider of consumer Internet subscription services through a number of brands, including NetZero and Juno. The company’s pay services include Internet access, accelerated dial-up services, premium email, and personal Web-hosting and domain services. It also offers consumers free Internet access, email and Web hosting. The company’s access services are available in more than 8,000 cities across the United States and in Canada. United Online is headquartered in Woodland Hills, CA, with offices in New York City, San Francisco, CA, Orem, UT, and Hyderabad, India. At September 30, 2004, the company had 598 employees worldwide. For more information about United Online and its Internet subscription services, please visit www.untd.com.

This release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements include, without limitation, expectations regarding the size, pricing, initiation and closing of the tender offer; the consummation of the acquisition of Classmates Online; and the ability to obtain financing. These statements are based on the company’s current expectations or beliefs and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Potential risks and uncertainties include, among others: that the tender offer is delayed or is not consummated on the terms expected by the company, or at all; that financing is not available for the tender offer upon terms acceptable to the company; that the Classmates Online acquisition does not close when anticipated, if at all, on the terms discussed; and unanticipated governmental regulation. More information about potential factors that could affect the company’s business and financial results is included in the company’s annual and quarterly reports filed with the Securities and Exchange Commission (http://www.sec.gov), including without limitation information under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors.”

CONTACT:	United Online, Inc.
	Investor Contact
	Brent Zimmerman
	(818) 287-3350
	investor@untd.com

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