Item 1.01. Entry into a Material Definitive Agreement.
On April 27, 2009, PlanetOut Inc. (the "Company" or "PlanetOut"), Stephen P.
Jarchow, Paul A. Colichman and Here Management LLC (collectively referred to as
the "HMI Owners"), Here Networks LLC and Regent Entertainment Media Inc.
(collectively referred to as the "HMI Entities"), HMI Merger Sub and Here Media
Inc. entered into the First Amendment to Agreement and Plan of Merger (the
"First Amendment") amending the Agreement and Plan of Merger dated January 8,
2009 (the "Merger Agreement"). The Merger Agreement is attached as Exhibit 2.1
to the Company's Current Report on Form 8-K filed on January 14, 2009.
Section 8.1(b) of the Merger Agreement allows either PlanetOut or Here Media
Inc. to terminate the Merger Agreement if the Closing (as defined in the Merger
Agreement) has not occurred on or before April 30, 2009, provided that the right
to terminate the Merger Agreement pursuant to Section 8.1(b) shall not be
available to any party whose action or failure to act has been the cause of or
resulted in the failure of the Merger (as defined in the Merger Agreement) to
occur on or before that date and such action or failure to act constitutes a
breach of the Merger Agreement. The First Amendment extends the date in
Section 8.1(b) of the Merger Agreement from April 30, 2009 to May 31, 2009.
The Merger Agreement, as modified by the First Amendment, remains in full
force and effect. The First Amendment, which is filed as an exhibit to this
current report on Form 8-K, is incorporated herein by reference. The foregoing
description of the First Amendment is qualified in its entirety by reference to
such exhibit.
Forward-Looking Statements
In addition to the historical information contained herein, this current
report on Form 8-K contains forward-looking statements, including statements
regarding the proposed business combination and the timing thereof, as well as
statements containing the words "believes," "anticipates," "expects," and
similar words. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the companies to differ materially from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Such factors include, among others, the timing of regulatory and
stockholder approvals, the limited operating history and variability of
operating results of the parties to the transaction; competition; timing of
product launches; success of marketing efforts; and dependence on technology
infrastructure, cable and satellite operators, and the Internet. A more detailed
discussion about certain factors affecting PlanetOut can be found in the
periodic reports PlanetOut files with the SEC, including its Form 10-K for the
year ended December 31, 2008, as amended.
Additional Information and Where to Find It
Nothing in this current report on Form 8-K shall constitute a solicitation to
buy or an offer to sell shares of Here Media Inc., the new public company formed
in connection with the transaction described in the Merger Agreement. The offer
and sale of such shares in the transaction will only be made pursuant to an
effective registration statement. Stockholders are urged to read the Proxy
Statement/Prospectus that is included in the registration statement on Form S-4
concerning this transaction on file with the Securities and Exchange Commission
because it contains important information. Investors may obtain this document
for free from the SEC's web site at www.sec.gov or from PlanetOut by contacting
its corporate secretary.
PlanetOut and its directors and executive officers may be deemed, under SEC
rules, to be participants in the solicitation of proxies from PlanetOut's
stockholders with respect to the proposed transaction. Information regarding
PlanetOut and its directors and executive officers is included in its annual
report on Form 10-K filed with the SEC on March 4, 2009, its amended annual
report on Form 10-K/A filed on April 30, 2009 and in other public filings made
from time to time with the SEC, which are available on the SEC's website. More
detailed information regarding the identity of potential participants and their
direct or indirect interests in the transaction, by securities holdings or
otherwise, are set forth in the registration statement and Proxy
Statement/Prospectus and other documents filed or to be filed with the SEC in
connection with the proposed transaction.
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