As filed with the Securities and Exchange Commission on February 11, 2005.
Registration No. 333-121217
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)
Delaware | | 77-0575839 |
(State or other jurisdiction
of incorporation or organization) | | (IRS Employer Identification No.) |
21301 Burbank Boulevard, Woodland Hills, California 91367
(Address of principal executive offices) (Zip Code)
CLASSMATES ONLINE, INC. AMENDED AND RESTATED 1999 STOCK PLAN
CLASSMATES ONLINE, INC. 2004 STOCK PLAN
(Full title of the Plans)
MARK R. GOLDSTON
Chairman, Chief Executive Officer and President
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)
EXPLANATORY NOTE
This amendment is being filed solely to add Exhibit 99.1 and Exhibit 99.2 to the Registration Statement on Form S-8 (No. 333-121217) filed by the registrant on December 13, 2004. The filing of this Post-Effective Amendment No. 1 is not an admission by the registrant that the Registration Statement No. 333-121217 on Form S-8, when filed, knowingly included any untrue statement of material fact or omitted to state a material fact necessary to make the statements made therein not misleading.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 8. Exhibits
Exhibit Number | | Exhibit |
| | |
99.1 | | Classmates Online, Inc. Amended and Restated 1999 Stock Plan |
99.2 | | Classmates Online, Inc. 2004 Stock Plan |
2
SIGNATURES
Pursuant to the requirements of the Securities Act, United Online certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Woodland Hills, State of California, on February 11, 2005.
| UNITED ONLINE, INC. |
| | |
| | |
| By: | /s/ MARK R. GOLDSTON | |
| | Mark R. Goldston |
| | Chairman, Chief Executive Officer and President |
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature | | Title | | Date |
| | | | |
| | Chairman, Chief Executive Officer, | | |
/s/ MARK R. GOLDSTON | | President and Director (Principal | | February 11, 2005 |
Mark R. Goldston | | Executive Officer) | | |
| | | | |
| | Executive Vice President, Finance and | | |
/s/ CHARLES S. HILLIARD | | Chief Financial Officer (Principal | | February 11, 2005 |
Charles S. Hilliard | | Financial Officer) | | |
| | | | |
| | Senior Vice President, Finance and Chief | | |
/s/ NEIL P. EDWARDS | | Accounting Officer (Principal Accounting | | February 11, 2005 |
Neil P. Edwards | | Officer) | | |
| | | | |
*/s/ JAMES T. ARMSTRONG | | Director | | February 11, 2005 |
James T. Armstrong | | | | |
| | | | |
*/s/ ROBERT BERGLASS | | Director | | February 11, 2005 |
Robert Berglass | | | | |
| | | | |
| | Director | | February 11, 2005 |
Kenneth L. Coleman | | | | |
| | | | |
*/s/ DENNIS HOLT | | Director | | February 11, 2005 |
Dennis Holt | | | | |
| | | | |
*/s/ CAROL A. SCOTT | | Director | | February 11, 2005 |
Carol A. Scott | | | | |
* By | /s/ Frederic A. Randall, Jr. | |
|
| Frederic A. Randall, Jr. |
| Attorney-in-fact |
| | | |
3
EXHIBIT INDEX
Exhibit Number | | Exhibit |
| | |
99.1 | | Classmates Online, Inc. 1999 Amended and Restated 1999 Stock Plan |
99.2 | | Classmates Online, Inc. 2004 Stock Plan |
4
