8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) April 30, 2008

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)	(IRS Employer Identification No.)

21301 Burbank Boulevard

Woodland Hills, California 91367

(Address of Principal Executive Offices) (Zip Code)

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

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:

x           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 2.02.Results of Operations and Financial Condition.

On April 30, 2008, United Online, Inc. (“UOL”) issued a press release announcing its preliminary financial results for the three-month period ended March 31, 2008.  A copy of the press release is furnished as a part of this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01.Other Events.

On April 30, 2008, UOL and FTD Group, Inc. (“FTD”) issued a joint press release announcing that they had entered into an Agreement and Plan of Merger relating to the acquisition of FTD by UOL and the other matters described therein.  A copy of the joint press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.  The information required by Item 1.01 will be filed in a separate Current Report on Form 8-K.

Also on April 30, 2008, UOL issued a press release announcing that its Board of Directors has declared a quarterly cash divided of $0.20 per share of common stock. The record date for the dividend is May 14, 2008, and the dividend is payable on May 30, 2008. A copy of the press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Description of Exhibits
99.1	United Online, Inc. press release, dated April 30, 2008.
99.2	Joint press release of United Online, Inc. and FTD Group, Inc., dated April 30, 2008.
99.3	United Online, Inc. press release, dated April 30, 2008.

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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 hereunto duly authorized.

Date:  April 30, 2008

UNITED ONLINE, INC.
By:	/s/ SCOTT H. RAY
	Name: Scott H. Ray
	Title: Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	United Online, Inc. press release, dated April 30, 2008.
99.2	Joint press release of United Online, Inc. and FTD Group, Inc., dated April 30, 2008.
99.3	United Online, Inc. press release, dated April 30, 2008.

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EX-99.1

Exhibit 99.1

United Online Announces Preliminary Financial Results for Q1 2008

WOODLAND HILLS, Calif., April 30, 2008 — United Online, Inc. (Nasdaq: UNTD), a leading provider of consumer Internet and media services, today announced preliminary financial results for its first quarter ended March 31, 2008 that exceed its previous financial guidance.

Summary of Preliminary Q1 2008 Financial Results:

Based on preliminary unaudited financial data, the company’s updated expectations for the first quarter ended March 31, 2008 are presented in the following table and described below.

	(in millions)
	Preliminary Results	Previous Guidance
	for Q1 2008	for Q1 2008
Revenues	$121.0 — $121.8	$116.0 — $120.0
GAAP Operating Income	$19.9 — $20.5	$11.8 — $15.8
Adjusted OIBDA(1)	$38.1 — $38.7	$30.0 — $34.0

·The company expects to report revenues in the range of $121.0 million to $121.8 million, versus previous guidance of between $116.0 million to $120.0 million.

·GAAP operating income is expected to be in the range of $19.9 million to $20.5 million, versus previous guidance of between $11.8 million to $15.8 million.

·Adjusted OIBDA(1) is expected to be in the range of $38.1 million to $38.7 million, versus previous guidance of between $30.0 million to $34.0 million.

·The company expects to report GAAP diluted net income per share in the range of $0.18 to $0.19, and adjusted diluted net income per share(2) in the range of $0.30 to $0.31. The company had not previously provided guidance for diluted net income per share and adjusted diluted net income per share.

These financial results are preliminary and are subject to potential revision. As previously announced, United Online will formally release its first quarter financial results on May 6, 2008 after the market close. The company’s decision to release preliminary financial results reflects management’s desire to address its recent financial performance during an investor conference call and Webcast scheduled in connection with a strategic announcement. As announced separately on April 30, 2008, United Online and FTD Group, Inc. have entered into a definitive agreement providing for the acquisition of FTD Group, Inc. by United Online, Inc. Additional details regarding the announcement and the investor Webcast are available within the “investors” section of United Online’s Web site located at www.unitedonline.com.

Reconciliation of GAAP Operating Income to Adjusted OIBDA(1):

The table below reconciles the company’s preliminary financial results and prior guidance for operating income, a GAAP measure, to adjusted OIBDA(1).

	Q1 2008	Prior Q1 2008
First Quarter 2008	Preliminary Results	Guidance
GAAP Operating Income	$19.9 — $20.5	$11.8 — $15.8
Depreciation	5.2	5.2
Amortization	2.8	2.6
Stock-based compensation	10.0	9.9
Restructuring and related charges	0.2	0.5
Adjusted OIBDA(1)	$38.1 — $38.7	$30.0 — $34.0

Reconciliation of GAAP Diluted Net Income Per Share to Adjusted Diluted Net Income Per Share:

	Q1 2008
First Quarter 2008	Preliminary Results
GAAP Net Income	$12.7 — $13.1
Stock-based compensation	10.0
Amortization of intangible assets	2.8
Restructuring and related charges	0.2
Income tax effect of adjusting entries	(3.8)
Adjusted net income (2)	$21.9 — $22.3
GAAP diluted net income per share	$0.18 — $0.19
Adjusted diluted net income per share(2)	$0.30 — $0.31
Shares used to calculate GAAP diluted net income per share	69.7
Shares used to calculate adjusted diluted net income per share(a)	72.2

(a) Includes the adjustment of shares used to calculate diluted net income per share resulting from the elimination of stock-based compensation.

Definitions of Non-GAAP Measures:

(1) Adjusted operating income before depreciation and amortization (adjusted OIBDA) is defined by the company as operating income before depreciation; amortization; stock-based compensation; restructuring and related charges; and impairment of goodwill, intangible assets and long-lived assets. The company’s definition of adjusted OIBDA has been modified from time to time. Management believes that because adjusted OIBDA excludes (1) certain non-cash expenses (such as depreciation, amortization, stock-based compensation, and impairment of goodwill, intangible assets and long-lived assets); and (2) expenses that are not reflective of the company’s core operating results over time (such as restructuring and related charges), this measure provides investors with additional useful information to measure the company’s financial performance,

particularly with respect to changes in performance from period to period. Management uses adjusted OIBDA to measure the company’s performance. The company’s board of directors has used this measure in determining certain compensation incentives for certain members of the company’s management. Adjusted OIBDA is not determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and should be considered in addition to, not as a substitute for or superior to, financial measures determined in accordance with GAAP. A limitation associated with the use of adjusted OIBDA is that it does not reflect the periodic costs of certain tangible and intangible assets used in generating revenues in the company’s business. Management evaluates the costs of such tangible and intangible assets through other financial activities such as evaluations of capital expenditures and purchase accounting. An additional limitation associated with this measure is that it does not include stock-based compensation expenses related to the company’s workforce. Management compensates for this limitation by providing a summary of stock-based compensation expenses on the face of the consolidated statements of operations. A further limitation associated with the use of this measure is that it does not reflect the costs of restructuring and related charges and impairment of goodwill, intangible assets and long-lived assets. Management compensates for this limitation by providing supplemental information about restructuring and related charges and impairment charges within its financial press releases and SEC filings, when applicable. An additional limitation associated with the use of this measure is that the term adjusted OIBDA does not have a standardized meaning. Therefore, other companies may use the same or a similarly named measure but exclude different items or use different computations, which may not provide investors a comparable view of the company’s performance in relation to other companies. Management compensates for this limitation by presenting the most comparable GAAP measure, operating income, directly ahead of adjusted OIBDA within its financial press releases and by providing a reconciliation that shows and describes the adjustments made.

2) Adjusted net income is defined by the company as net income before the after-tax effect of: stock-based compensation; amortization of intangible assets; restructuring and related charges; impairment of goodwill, intangible assets and long-lived assets; and the cumulative effect of a change in accounting principle as a result of the adoption of SFAS 123R, and the re-measurement of certain deferred tax assets. Management believes that adjusted net income and adjusted diluted net income per share provide investors with additional useful information to measure the company’s financial performance, particularly with respect to changes in performance from period to period, because these measures are exclusive of (1) certain non-cash expenses (such as stock-based compensation, amortization, the cumulative effect of change in accounting principle, and impairment of goodwill, intangible assets and long-lived assets); and (2) expenses that are not reflective of the company’s core results over time (such as restructuring and related charges). Management also uses adjusted net income and adjusted diluted net income per share for this purpose. Adjusted net income and adjusted diluted net income per share are not determined in accordance with GAAP and should be considered in addition to, not as a substitute for or superior to, financial measures determined in accordance with GAAP. The limitations of adjusted net income and adjusted diluted net

income per share are that, similar to adjusted OIBDA, they do not include certain costs, and the terms adjusted net income and adjusted diluted net income per share do not have standardized meanings. Therefore, other companies may use the same or similarly named measures but exclude different items or use different computations, which may not provide investors a comparable view of the company’s performance in relation to other companies. Management compensates for this limitation by presenting the most comparable GAAP measures, net income and diluted net income per share, directly ahead of adjusted net income and adjusted diluted net income per share within its financial press releases and by providing a reconciliation that shows and describes the adjustments made.

About United Online:

United Online, Inc. (Nasdaq: UNTD) is a leading provider of consumer Internet and media services. The company’s Classmates 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; Erlangen, Germany; and Hyderabad, India. For more information about United Online, please visit www.unitedonline.com.

Cautionary Information Regarding Forward-Looking Statements:

This release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended, based on current expectations, estimates and projections about the company’s operations, industry, financial condition, performance and results of operations. Statements containing words such as “guidance,” “may,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “project,” “projections,” “business outlook,” and “estimate” or similar expressions constitute forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements include, without limitation, expectations regarding future: financial performance; depreciation and amortization; stock-based compensation; and restructuring and related charges. Any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that may cause actual performance and results to differ materially from those predicted. Reported results should not be considered an indication of future performance. Potential risks and uncertainties include, among others: the effect of competition; the company’s inability to retain its free and pay accounts and the rate at which free and pay accounts sign up for or use the company’s services; changes in pay accounts and the mix of pay accounts; the company’s inability to increase or maintain its advertising revenues; the effects of changes in marketing expenditures or shifts in marketing expenditures; the effects of seasonality; changes in stock-based compensation; changes in amortization or depreciation due to a variety of factors; potential write down, reserve against or impairment of assets including receivables, goodwill, intangibles or other assets including capitalized transaction-related costs associated with the Classmates Media Corporation IPO; that the company will incur additional restructuring and related

charges or currently anticipated restructuring and related charges will be greater than anticipated; risks associated with the commercialization of new services; changes in tax laws, the company’s business or other factors that would impact anticipated tax benefits; the company’s ability to successfully identify, consummate and integrate acquisitions; problems associated with the company’s operations, systems or technologies; the company’s inability to retain key customers and key personnel; risks associated with litigation; governmental regulation; and the effects of discontinuing or discontinued business operations. In addition, the payment of future dividends and any possible share repurchases are discretionary and will be subject to determination by the Board of Directors each quarter and from time to time following its review of the company’s financial performance and other factors. From time to time, the company considers acquisitions or divestitures that, if consummated, could be material. Forward-looking statements regarding financial metrics are based upon the assumption that no such acquisition or divestiture is consummated during the relevant periods. If an acquisition or divestiture were consummated, actual results could differ materially from any forward-looking statements. 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:	Investors:
	Erik Randerson, CFA
	(818) 287-3350
	investor@untd.com
	Press:
	Scott Matulis
	(818) 287-3388
	pr@untd.com

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EX-99.2

Exhibit 99.2

UNITED ONLINE, INC. TO ACQUIRE FTD GROUP, INC.

FOR APPROXIMATELY $800 MILLION

WORLD-CLASS FTD BRAND SIGNIFICANTLY DIVERSIFIES UNITED ONLINE PORTFOLIO

PRO FORMA COMBINED REVENUES OF $1,145 MILLION AND PRO FORMA
COMBINED  OPERATING INCOME OF $175 MILLION

FOR THE 12 MONTHS ENDED DECEMBER 31, 2007

WOODLAND HILLS, Calif. and DOWNERS GROVE, Ill., April 30, 2008 — United Online, Inc. (Nasdaq: UNTD), a leading provider of consumer Internet and media services, and FTD Group, Inc. (NYSE: FTD), a leading provider of floral and related products and services to consumers and retail florists in the United States, Canada, the United Kingdom and the Republic of Ireland, announced today that they have entered into a definitive merger agreement providing for the acquisition of FTD Group, Inc. by United Online, Inc.

Transaction Terms

Under the terms of the merger agreement, FTD stockholders will receive $7.34 in cash, 0.4087 of a share of United Online common stock (“United Online Stock”) and $3.31 principal amount of United Online 13% senior secured notes due 2013 (the “Notes”) for each share of FTD common stock in the merger, for a total value of $15.08 per share of FTD common stock based on United Online’s closing stock price of $10.83 on April 29, 2008.  The total consideration to FTD stockholders will be approximately $456 million, consisting of $222 million in cash, 12.35 million shares of United Online Stock and $100 million aggregate principal amount of Notes.  The remaining purchase price consists of repayment of FTD indebtedness and expenses incurred in connection with the transaction.  Upon closing of the transaction, the former FTD stockholders will own approximately 15% of United Online.

Under the terms of the merger agreement, United Online may elect to increase the per share cash consideration payable to FTD’s stockholders by $2.81 in full substitution of the Notes, in which case FTD stockholders will receive a total of $10.15 in cash and 0.4087 of a share of United Online Stock in exchange for each share of FTD common stock in the merger, or a total value of $14.58 per share of FTD common stock, based on United Online’s closing stock price of $10.83 on April 29, 2008.  In such case, the total consideration to FTD stockholders will be approximately $440 million, consisting of $307 million in cash and 12.34 million shares of United Online Stock.  FTD will notify its stockholders as to the amount of cash, United Online Stock and, if applicable, Notes consideration they will receive for each share of FTD common stock in the merger in the definitive proxy/prospectus materials to be mailed to FTD’s stockholders.

Acquisition Benefits

United Online anticipates that the FTD acquisition will include the following key strategic benefits:

·Significant Increase in Scale, resulting in pro forma combined company revenues of $1,145 million and pro forma combined company operating income of $175 million for the 12 months ended December 31, 2007.  The pro forma combined company’s stock based compensation, depreciation and amortization for such period would have been $68 million.

·Diversification of Revenue Streams, resulting in United Online’s Communications segment revenues, which are principally driven by its NetZero and Juno Internet access services, representing less than 25% of total United Online revenues.  The addition of FTD to the United Online family will provide additional revenue streams—e-Commerce and Retail—in addition to the existing Communications and Classmates Media businesses.

·Attractive Financial Characteristics,including anticipated earnings per share accretion on a GAAP basis beginning in the second quarter of 2009, stable and recurring cash flows and significant growth opportunities for the combined company.

·Expansion into an Attractive Market Segment by enabling United Online to participate in a large domestic and international floral market that is experiencing significant growth in the Internet sector.

·Expanded Marketing Opportunities and Efficiencies resulting from United Online’s proven marketing expertise to attract consumers to FTD’s websites and thousands of member florists while cross-selling FTD products to United Online’s existing member base of over 50 million accounts that have similar demographic characteristics as FTD’s customer base.

“This transaction will meaningfully diversify our revenue base within a large global market experiencing significant migration to the Internet,” commented Mark R. Goldston, Chairman, President and Chief Executive Officer of United Online.  “We believe the acquisition provides an excellent opportunity to deploy our substantial cash resources and to leverage our strong cash flow to enhance stockholder value.”  “Our proven expertise in implementing marketing initiatives to drive results should enable us to leverage the FTD brand and bring FTD products to United Online’s over 50 million consumer accounts.  Further, we will explore opportunities to encourage repeat purchases of FTD products using reward programs based on our MyPoints loyalty marketing service.  We also look forward to welcoming the outstanding FTD employees to the United Online family.”

Goldston continued, “As one of the premier branded marketing companies in the U.S., United Online anticipates being able to further enhance a world-class brand name, FTD, and build upon the fine work done by FTD’s management team in creating a highly profitable business.  After spending many years marketing major retail brands in the fragrance, cosmetic and other image product industries and managing consumer retail businesses, I am especially looking forward to working with the thousands of FTD affiliated florists and the potential for developing specific

programs designed to further invigorate the FTD florist channel and increase the number of orders delivered to that trade channel.”

“We believe joining forces with United Online, an established Internet company with a proven operating track record and considerable acquisition expertise, will best serve the interests of our stockholders,” said FTD Chairman, President and Chief Executive Officer Michael J. Soenen.  “As a significant advertiser, United Online is the ideal partner to help FTD realize greater efficiencies in media spending and customer acquisition.”

Financing Structure and Additional Information

United Online has obtained a commitment from Wells Fargo Bank, National Association, to provide a portion of the financing for the transaction.  The financing commitment includes $375 million of term loans at FTD, which will be funded at closing, and a $75 million revolving credit facility to provide for the ongoing working capital requirements of FTD.  The remaining consideration will be financed with cash on hand at United Online and the issuance of the Notes and the United Online Stock.  In connection with the transaction, FTD’s 7.75% senior subordinated notes either will be defeased at closing or retired pursuant to a tender offer and consent solicitation.

The acquisition is anticipated to close during the third quarter of 2008.  The transaction requires the approval of FTD stockholders and is subject to a financing condition and customary closing conditions.  Green Equity Investors IV, L.P. and FTD Co-Investment, LLC, affiliates of Leonard Green & Partners, L.P. which collectively own approximately 31.7% of the outstanding shares of FTD, have agreed to vote their shares in favor of the transaction, subject to the terms of a voting agreement.

Following the closing of the transaction, United Online expects to decrease its regular quarterly cash dividend from $0.20 per share to $0.10 per share.  The payment of future dividends by United Online is discretionary and will be subject to determination by its board of directors each quarter following its review of United Online’s financial performance and other factors.  Under the terms of the merger agreement, FTD has agreed to suspend all dividends on its common stock for 180 days after the date of the signing of the merger agreement.

After the closing of the acquisition, FTD will continue to operate as a wholly-owned subsidiary of United Online from FTD’s existing facilities, including its U.S. headquarters in Downers Grove, Illinois and its international headquarters in the United Kingdom.

J.P. Morgan Securities Inc. acted as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to United Online.  Goldman, Sachs & Co. acted as financial advisor and Latham & Watkins LLP acted as legal advisor to FTD.

Conference Call and Webcast

United Online and FTD will host an investor conference call to discuss the proposed transaction today at 10:00 a.m. ET (7:00 a.m. PT).  To participate, please dial 877-290-8528 (or 706-643-0852 outside the U.S.), and provide the confirmation code 45995229.  A replay of the call will be available until May 7, 2008 by dialing 800-642-1687 (or 706-645-9291 outside the U.S.), and

provide the confirmation code 45995229.  Additionally, a live and archived audio Webcast of the conference call, along with a presentation containing additional information regarding the acquisition, will be available in the Investors section of United Online’s website at www.irconnect.com/untd/ or the Investor Relations section of FTD’s website at www.FTD.com.

Additional Information and Where You Can Find It

United Online intends to file with the Securities and Exchange Commission (SEC) a Registration Statement on Form S-4, which will include a proxy statement/prospectus of FTD and United Online and other relevant materials in connection with the proposed transaction.  The  proxy statement/prospectus will be mailed to the stockholders of FTD.  Investors and stockholders are urged to read the proxy statement/prospectus and Registration Statement, and any and all amendments or supplements thereto, when they become available because they will contain important information about the proposed transaction.  Investors and stockholders may obtain a free copy of the proxy statement/prospectus and Registration Statement (when available), as well as other documents filed by United Online and FTD with the SEC, at the SEC’s website at www.sec.gov.  Investors and stockholders may also obtain a free copy of the  proxy statement/prospectus and Registration Statement and the respective filings with the SEC directly from United Online by directing a request to Erik Randerson at (818) 287-3350 and directly from FTD by directing a request to Jandy Tomy at (630) 724-6984.  Investors and stockholders are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction.

Each of the company’s directors and executive officers and other persons may be deemed, under SEC rules, to be participating in the solicitation of proxies in connection with the proposed transaction.  Information regarding United Online’s directors and officers can be found in its proxy statement filed with the SEC on April 29, 2008, and information regarding FTD’s directors and officers can be found in its proxy statement filed with the SEC on October 11, 2007. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interest in the transaction, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC.

About FTD

FTD Group, Inc. is a leading provider of floral related products and services to consumers and retail florists, as well as other retail locations offering floral products, in the U.S., Canada, the U.K. and the Republic of Ireland.  The business utilizes the highly recognized FTD and Interflora brands, both supported by the Mercury Man logo, which is displayed in approximately 45,000 floral shops worldwide.  The consumer businesses operate primarily through the www.FTD.com website in the U.S. and Canada and the www.interflora.co.uk website in the U.K. and are complemented by the florist businesses which provide products and services to the company’s independent members.

About United Online

United Online, Inc. is a leading provider of consumer Internet and media services.  The company’s Classmates 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; Erlangen, Germany; and Hyderabad, India.  For more information about United Online, please visit www.unitedonline.com.

Forward Looking Statements

Statements contained in this document regarding the consummation and potential timing and benefits of the pending acquisition and estimates and projections about the operations and business of United Online and FTD are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities and Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, and are made under its safe-harbor provisions. Such forward-looking statements are based on management’s current expectations, estimates and projections and include risks and uncertainties; consequently, actual results may differ materially from those expressed or implied thereby.  Factors that could cause actual results to differ materially include, but are not limited to: failure to satisfy any of the conditions to complete the acquisition; failure to obtain financing to complete the transaction; failure of the transaction to be accretive to earnings per share when anticipated, if ever; inability to successfully integrate the businesses and operations of United Online and FTD; failure to achieve cost savings and other benefits; the impact of, and restrictions associated with, the debt incurred in connection with the transaction; transaction costs being greater than anticipated; unanticipated delays as a result of regulatory issues or other factors; risks associated with the combined business as well as the risk factors relating to each business as disclosed in United Online and FTD respective filings with the SEC.  Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as the date hereof.  Except as required by law, United Online and FTD undertake no obligation to publicly release the results of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

CONTACT:  United Online, Inc.

Investors:

Erik Randerson, CFA

818.287.3350

ir@untd.com

Press:

Scott Matulis

818-287-3388

pr@untd.com

FTD:

Investors and Press:

Becky Sheehan

630-724-6504

bsheehan@FTDI.com

# # #

EX-99.3

Exhibit 99.3

United Online Declares Quarterly Dividend of $0.20 Per Share

WOODLAND HILLS, Calif., April 30, 2008 — United Online, Inc. (Nasdaq: UNTD), a leading provider of consumer Internet and media services, today announced that its Board of Directors has declared a regular quarterly cash dividend of $0.20 per share.  The dividend is payable on May 30, 2008 to shareholders of record on May 14, 2008.  This marks the thirteenth consecutive quarter that United Online will have paid a $0.20 per share cash dividend to its shareholders.

As announced in a separate press release today, United Online and FTD Group, Inc. have entered into a definitive merger agreement providing for the acquisition of FTD Group, Inc. by United Online, Inc.  Following the closing of the transaction, United Online expects to decrease its regular quarterly cash dividend from $0.20 per share to $0.10 per share.  The payment of future dividends is discretionary and will be subject to determination by the Board of Directors each quarter following its review of the company’s financial performance and other factors.

About United Online

United Online, Inc. (Nasdaq: UNTD) is a leading provider of consumer Internet and media services.  The company’s services include online social networking (Classmates), online loyalty marketing (MyPoints), 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; Erlangen, Germany; and Hyderabad, India.  For more information about United Online, please visit www.unitedonline.com.

Cautionary Information Regarding Forward-Looking Statements

This release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended.  Any future determination as to payment of dividends will depend upon the financial condition, results of operations and cash flows of the company and such other factors as are deemed relevant by the Board of Directors.  For example, a change in the company’s business needs including working capital and funding for acquisitions, or a change in tax laws relating to dividends, could cause the Board of Directors to decide to cease the payment of or reduce the dividend in the future.  Information about potential factors that could affect the company’s business, financial condition, results of operations, and cash flows 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