UNTD United Online, Inc.

As filed with the Securities and Exchange Commission on                        , 2010

Registration No. 333-155261

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

UNITED ONLINE, INC.

(Exact name of registrant as specified in its charter)

21301 Burbank Boulevard, Woodland Hills, California 91367

(Address of principal registered offices) (Zip Code)

FTD GROUP, INC. 2005 EQUITY INCENTIVE AWARD PLAN,

AMENDED AND RESTATED AS OF OCTOBER 29, 2008

(Full title of the Plans)

MARK R. GOLDSTON

Chairman, President and Chief Executive Officer

United Online, Inc.

21301 Burbank Boulevard

Woodland Hills, California 91367

(Name and address of agent for service)

(818) 287-3000

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

This Post-Effective Amendment No. 1 to the Registration Statement shall hereafter become effective in accordance with the provisions of Section 8(c) of the Securities Act of 1933, as amended.

RE-ALLOCATION OF PREVIOUSLY REGISTERED SHARES

On November 10, 2008, United Online, Inc. (the “Registrant”) filed a Form S-8 Registration Statement, Registration No. 333-155261 (the “Registration Statement”), pursuant to which the Registrant registered 1,462,338 shares of its Common Stock for issuance under its FTD Group, Inc. 2005 Equity Incentive Award Plan, Amended and Restated as of October 29, 2008 (the “2005 Plan”).

The Registrant is hereby filing this Post-Effective Amendment to the Registration Statement in order to reduce the number of shares of its Common Stock previously registered under such Registration Statement by 71,693 shares. Those shares previously registered for issuance under the 2005 Plan are to be re-allocated to the authorized share reserve under the Registrant’s 2010 Incentive Compensation Plan (the “2010 Plan”).

The Registrant shall re-register those 71,693 shares for issuance under the 2010 Plan on a new Form S-8 registration statement to be filed with the Securities and Exchange Commission concurrently with the filing of this Post-Effective Amendment.

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SIGNATURES

The Registrant has duly caused this Post-Effective Amendment to Registration Statement No. 333-155261 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Woodland Hills, State of California, on August 6, 2010.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to Registration Statement No. 333-155261 has been signed by the following persons in the capacities and on the dates indicated:

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