0001104659-13-079895.txt : 20131101 0001104659-13-079895.hdr.sgml : 20131101 20131101100124 ACCESSION NUMBER: 0001104659-13-079895 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131101 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131101 DATE AS OF CHANGE: 20131101 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: 131184583 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 8-K 1 a13-23375_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): November 1, 2013

 

 

United Online, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

000-33367

 

77-0575839

(State or other jurisdiction of
incorporation or organization)

 

(Commission File Number)

 

 

(I.R.S. Employer Identification
Number)

 

21301 Burbank Boulevard
Woodland Hills, California

 

91367

(Address of principal executive offices)

 

(Zip Code)

 

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

 

N/A

(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 (see General Instruction A.2. below):

 

o

Written communications 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-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 1, 2013, United Online, Inc. issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.                Financial Statements and Exhibits.

 

(d)       Exhibits.

 

Exhibit No.

 

Description

99.1

 

Press release dated November 1, 2013.

 

2


 

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: November 1, 2013

UNITED ONLINE, INC.

 

 

 

 

 

 

BY:

/s/ Neil P. Edwards

 

 

Neil P. Edwards

 

 

Executive Vice President and Chief Financial Officer

 

3

 EX-99.1 2 a13-23375_1ex99d1.htm EX-99.1

Exhibit 99.1

 

United Online Completes Tax-Free Spin Off of FTD

 

WOODLAND HILLS, Calif.—(BUSINESS WIRE)—November 1, 2013—United Online, Inc. (Nasdaq: UNTD) today announced that it has successfully completed the separation of FTD Companies, Inc. (“FTD”) from United Online, Inc. (“United Online”) through a tax-free dividend involving the distribution of all FTD common stock held by United Online to United Online’s stockholders.  In addition, United Online also announced the completion of a one-for-seven reverse stock split of United Online shares.  Under the terms of the distribution and the reverse stock split:

 

·                  United Online stockholders were distributed one share of FTD common stock for every five shares of United Online common stock they held as of the close of business on October 10, 2013, the record date, effective as of 12:01 a.m. Eastern Daylight Time (“EDT”) on November 1, 2013 (prior to giving effect to the reverse stock split of United Online shares).

 

·                  United Online effected a one-for-seven reverse stock split of United Online common stock at 11:59 p.m. EDT on October 31, 2013.

 

As of today, FTD is an independent, publicly-traded company on the NASDAQ stock exchange, called FTD Companies, Inc.  FTD will begin “regular-way” trading today on the Nasdaq Global Select Market under the symbol “FTD.”

 

United Online continues to operate the businesses of its Content & Media and Communications segments, supported by the Classmates®, StayFriends™, MyPoints®, NetZero®, and Juno® brands.  United Online’s common stock will begin trading on a post one-for-seven reverse stock split basis today on the Nasdaq Global Select Market under the symbol “UNTD.”

 

About United Online®

 

United Online, Inc. (Nasdaq: UNTD), through its operating subsidiaries, is a leading provider of consumer products and services over the Internet, where their respective brands have attracted a large online audience that includes more than 100 million registered accounts worldwide. United Online’s Content & Media segment provides online nostalgia products and services (Classmates and StayFriends) and online loyalty marketing (MyPoints). Its primary Communications segment service is Internet access (NetZero and Juno), including NetZero Mobile Broadband (NetZero Wireless).

 

Source: United Online, Inc.

 

United Online, Inc.

Investors:

David Bigelow, 818-287-3560

dbigelow@corp.untd.com

or

Press:

Scott Matulis, 818-287-3388

pr@untd.com