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LGBT > SEC Filings for LGBT > Form 8-K on 13-Aug-2008All Recent SEC Filings

Show all filings for PLANETOUT INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for PLANETOUT INC


13-Aug-2008

Completion of Acquisition or Disposition of Assets


Item 2.01. Completion of Acquisition or Disposition of Assets.

On August 13, 2008, in accordance with the previously announced binding letter of intent entered into on April 7, 2008 with Regent Releasing, L.L.C. ("Regent"), an affiliate of here! Networks, PlanetOut Inc. ("PlanetOut" or the "Company") completed the sale of the Company's magazine and book publishing business to Regent Entertainment Media Inc. ("Regent Entertainment"), Regent's designee under the letter of intent. The sale of the Company's magazine and book publishing business, including the operations of its wholly-owned subsidiaries, LPI Media Inc. ("LPI"), and SpecPub, Inc. ("SpecPub"), was accomplished pursuant to a Put/Call Agreement (the "Put/Call Agreement") entered into on August 12, 2008, among Regent, Regent Entertainment, PlanetOut, LPI and SpecPub and a Marketing Agreement (the "Marketing Agreement") between Regent and PlanetOut. The Put/Call Agreement and Marketing Agreement include cash payments by Regent and Regent Entertainment of $6.5 million, the assumption by Regent Entertainment of the majority of the operating liabilities of the Company's magazine and book publishing business, and a commitment by PlanetOut to provide certain marketing and advertising services to Regent through March 31, 2009. The foregoing description is qualified in its entirety by reference to the complete copy of the Put/Call Agreement and Marketing Agreement attached hereto as Exhibits 2.1 and 2.2, respectively and incorporated herein by reference. Item 9.01 Exhibits.

(d) Exhibits.

Exhibit No.      Description

2.1              Put/Call Agreement among Regent Releasing, L.L.C., Regent
                 Entertainment Media Inc., PlanetOut Inc., LPI Media Inc., and
                 SpecPub, Inc. dated as of August 12, 2008. Certain schedules to
                 Exhibit 2.1 have been omitted in accordance with Item 601(b)(2) of
                 Regulation S-K. PlanetOut will furnish supplementally a copy of any
                 omitted schedule to the Commission upon request.

2.2              Marketing Agreement between Regent Releasing, L.L.C. and PlanetOut
                 Inc. entered into as of August 12, 2008. Certain schedules to
                 Exhibit 2.2 have been omitted in accordance with Item 601(b)(2) of
                 Regulation S-K. PlanetOut will furnish supplementally a copy of any
                 omitted schedule to the Commission upon request.


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