0001104659-07-088363.txt : 20071212 0001104659-07-088363.hdr.sgml : 20071212 20071212093018 ACCESSION NUMBER: 0001104659-07-088363 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071212 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071212 DATE AS OF CHANGE: 20071212 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-33367 FILM NUMBER: 071300608 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 8-K 1 a07-31259_18k.htm 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): December 12, 2007

United Online, Inc.
(Exact name of registrant as specified in its charter)

Delaware	000-33367	77-0575839
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

21301 Burbank Boulevard

Woodland Hills, California 91367

(Address of principal executive offices, zip code)

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

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

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

o Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 OTHER EVENTS.

On December 12, 2007, United Online, Inc. (“UOL”) issued a press release announcing that its wholly-owned subsidiary, Classmates Media Corporation (“CMC”), intends to file an application with the Securities and Exchange Commission (the “SEC”) to withdraw its Registration Statement on Form S-1, Registration No. 333-145397 (the “Registration Statement”), initially filed with the SEC on August 13, 2007. A copy of the press release has been filed with the SEC as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

	Exhibit No.		Description of Exhibits

	99.1		Press release of United Online, Inc. dated December 12, 2007.

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 hereunto duly authorized.

Date: December 12, 2007

UNITED ONLINE, INC.

					By:	/s/ Scott H. Ray
						Name: Scott H. Ray
						Title: Executive Vice President
						and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description

99.1		Press release of United Online, Inc. dated December 12, 2007.

EX-99.1 2 a07-31259_1ex99d1.htm EX-99.1

Exhibit 99.1

United Online Announces Decision to Withdraw IPO of
Classmates Media Corporation

WOODLAND HILLS, Calif., December 12, 2007 — United Online, Inc. (Nasdaq: UNTD), a leading provider of consumer Internet and media services, today announced that its wholly-owned subsidiary, Classmates Media Corporation, intends to withdraw its S-1 registration statement as previously filed with the Securities and Exchange Commission. United Online has determined that proceeding with the initial public offering (“IPO”) under current market conditions would not be in the best interests of its stockholders.

United Online expects to record transaction-related costs of approximately $4.5 million to $5.5 million during the fourth quarter ending December 31, 2007 in connection with its decision to withdraw the offering. These costs are based on preliminary estimates and actual costs may prove higher or lower than these estimates. These charges resulting from the decision not to proceed with the IPO were previously anticipated to be capitalized by United Online and will negatively impact United Online’s financial results for the quarter and year ending December 31, 2007.

About United Online

United Online, Inc. (Nasdaq: UNTD) is a leading provider of consumer Internet and media services. The company’s Content & Media services include online social networking (Classmates) and online loyalty marketing (MyPoints). Its Communications services include Internet access (NetZero, Juno) and email. United Online is headquartered in Woodland Hills, CA, with offices in: New York, NY; Fort Lee, NJ; Renton, WA; San Francisco, CA; Schaumburg, IL; Orem, UT; Erlangen, Germany; and Hyderabad, India. For more information about United Online, please visit www.unitedonline.com.

Cautionary Information Regarding Forward-Looking Statements

This release may contain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended. Information about potential factors that could affect the company’s business, financial condition and results of operations 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:	Investors:
	Erik Randerson, CFA
	818-287-3350
	investor@untd.com

	Media Inquiries:
	Scott Matulis
	818-287-3388
	pr@untd.com