United Online Inc - Current report filing (8-K)
April 30 2008 - 9:36AM
Edgar (US Regulatory)
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
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000-33367
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77-0575839
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(State or Other
Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification
No.)
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21301
Burbank Boulevard
Woodland
Hills, California 91367
(Address of
Principal Executive Offices) (Zip Code)
Registrants
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.
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Description of Exhibits
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99.1
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United Online, Inc. press release, dated April 30, 2008.
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99.2
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Joint press release of United Online, Inc. and
FTD
Group, Inc.
, dated April 30, 2008.
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99.3
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United Online, Inc. press release, dated April 30, 2008.
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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: April 30, 2008
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UNITED
ONLINE, INC.
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By:
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/s/ SCOTT H. RAY
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Name: Scott H. Ray
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Title: Executive Vice President and Chief Financial
Officer
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EXHIBIT INDEX
Exhibit No.
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Description
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99.1
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United Online, Inc. press release, dated
April 30, 2008.
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99.2
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Joint press release of United Online, Inc. and FTD Group, Inc., dated
April 30, 2008.
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99.3
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United Online, Inc. press
release, dated April 30, 2008.
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4
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