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UNTD > SEC Filings for UNTD > Form 8-K on 6-Nov-2013All Recent SEC Filings

Show all filings for UNITED ONLINE INC

Form 8-K for UNITED ONLINE INC


6-Nov-2013

Entry into a Material Definitive Agreement, Completion of Acquisition or Dispos


Item 1.01 Entry into a Material Definitive Agreement.

On October 1, 2013, United Online, Inc. (the "Company" or "United Online") announced a distribution date of November 1, 2013 (the "Distribution Date") for the spin off of all of the issued and outstanding shares of common stock of FTD Companies, Inc. ("FTD Companies"), which operated the Company's floral and gift products and services businesses (the "Separation"). Prior to and in connection with the Separation, following the close of market on October 31, 2013, the Company effectuated a 1-for-7 reverse stock split (the "Reverse Stock Split") of its shares of Common Stock, $0.0001 par value per share (the "Common Stock"). The spin off of FTD Companies was in the form of a tax-free stock distribution to the Company's stockholders of record as of the close of business on October 10, 2013 (the "Record Date"). On November 1, 2013, the Company distributed one share of FTD Companies common stock for every five shares of its Common Stock outstanding, prior to giving effect to the Reverse Stock Split (the "Distribution").

In connection with the above, the Company entered into a Separation and Distribution Agreement with FTD Companies, dated as of October 31, 2013 (the "Separation Agreement"). In addition to the Separation Agreement, the Company and FTD Companies entered into certain ancillary agreements, including a Transition Services Agreement (the "Transition Services Agreement"), an Employee Matters Agreement (the "Employee Matters Agreement") and a Tax Sharing Agreement (the "Tax Sharing Agreement"), each dated as of October 31, 2013. Set forth below is a description of each of these agreements, forms of which were filed as exhibits to the Registration Statement on Form 10 (the "Registration Statement") of FTD Companies previously filed with the Securities and Exchange Commission (the "SEC").

The Separation Agreement

The Separation Agreement contains the key provisions relating to the Separation. It also contains other agreements that govern certain aspects of the Company's relationship with FTD Companies that will continue after the completion of the Separation. For purposes of the Separation Agreement: (1) the "FTD Entities" means FTD Companies and each of its subsidiaries, and (2) the "UOL Entities" means the Company and each of the Company's subsidiaries other than the FTD Entities.

Transfer of Assets and Assumption of Liabilities. The Separation Agreement allocates the assets and liabilities of the Company and its subsidiaries between the FTD Entities and the UOL Entities and describes when and how any required transfers and assumptions of assets and liabilities will occur. Because the Company and FTD Companies have generally had segregated assets and liabilities since the Company's acquisition of FTD Group, Inc. and its subsidiaries in 2008, no material assets and liabilities were transferred to FTD Companies by the Company. In addition, the Separation Agreement provides that on or before November 1, 2013, United Online Software Development (India) Private Limited, a wholly-owned subsidiary of the Company, will transfer certain personnel and immaterial assets primarily dedicated to servicing FTD Companies' business to a newly-formed Indian subsidiary of FTD Companies in exchange for a cash payment in an amount equal to the fair market value of such assets at the time of such transfer.

Termination of Intercompany Agreements. Effective as of the Distribution Date, all agreements between any member of the UOL Entities, on the one hand, and any member of the FTD Entities, on the other hand, existing prior to the Distribution (excluding the Separation Agreement and any agreements identified in the applicable schedule thereto, the Transition Services Agreement and each other ancillary agreement described in the information statement contained in the Registration Statement) were terminated.

Settlement of Intercompany Accounts. Any receivables, payables, or loans between any member of the UOL Entities, on the one hand, and any member of the FTD Entities, on the other hand, existing prior to the Distribution (excluding any receivables, payables, or loans that arise pursuant to the Separation Agreement or any ancillary agreement) were satisfied and/or settled in cash or otherwise cancelled.


The Distribution. The Separation Agreement also governs the rights and obligations of the parties regarding the Distribution. On the Distribution Date, the Company caused its agents to distribute, on a pro rata basis, all of the issued and outstanding shares of FTD Companies common stock to Company stockholders who held the Company's Common Stock as of the Record Date.

No Representations or Warranties. Except as expressly set forth in any ancillary agreement, neither the Company nor FTD Companies provided any representations or warranties in connection with the Separation Agreement, and all assets were transferred "as is, where is."

Access to Information. The Separation Agreement provides that the parties will exchange certain information required to comply with requirements imposed on the requesting party by a government authority for use in any proceeding or to satisfy audit, accounting, claims defense, regulatory filings, litigation, tax or similar requirements, for use in compensation, benefit or welfare plan administration or other bona fide business purposes, or to comply with its . . .



Item 2.01 Completion of Acquisition or Disposition of Assets.

As described in Item 1.01, the Separation was completed on November 1, 2013 pursuant to the Separation Agreement. FTD Companies is now an independent, public company trading under the symbol "FTD" on the NASDAQ Global Select Market. On November 1, 2013, the Company issued a press release announcing the completion of the Separation. A copy of the press release was attached as Exhibit 99.1 to the Current Report on Form 8-K filed by the Company with the SEC on November 1, 2013.

Because the Separation occurred after September 30, 2013, the Company will report FTD Companies' results of operations, including previously-reported results and corporate expenses related to the Separation, within discontinued operations in its consolidated financial statements for 2013 to be filed with the SEC in its Annual Report on Form 10-K for the year ending December 31, 2013.



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Director and Officer

As described in the Current Report on Form 8-K filed by the Company with the SEC on April 30, 2013, in connection with the completion of the Separation, Mark R. Goldston resigned as the Chairman, President and Chief Executive Officer of the Company, effective November 1, 2013, and he is no longer a director or executive officer of the Company or any of its subsidiaries.


Appointment of Interim Officer

On November 1, 2013, the Board of Directors of the Company appointed Neil P. Edwards, Executive Vice President and Chief Financial Officer of the Company, to serve as the interim Chief Executive Officer of the Company, effective November 1, 2013 through November 4, 2013. As described in the Current Report on Form 8-K filed by the Company with the SEC on October 8, 2013, Francis Lobo became President and Chief Executive Officer of the Company and a member of its Board of Directors on November 5, 2013.



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the "Certificate of Amendment"), which became effective at 11:59 p.m. on October 31, 2013, to effect the Reverse Stock Split, which was approved by the Company's stockholders in September 2013. A copy of the Certificate of Amendment as filed with the Secretary of State of the State of Delaware is filed as Exhibit 3.1 hereto and is incorporated by reference into this Item 5.03.



Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The unaudited pro forma condensed consolidated statements of operations of United Online, Inc. for the nine months ended September 30, 2013 and 2012 and the years ended December 31, 2012, 2011 and 2010 and unaudited pro forma condensed consolidated balance sheet of United Online, Inc. as of September 30, 2013 are included as Exhibit 99.1 hereto and are incorporated herein by reference.

(d) Exhibits

Exhibit
No. Description

2.1 Separation and Distribution Agreement by and between United Online, Inc. and FTD Companies, Inc., dated as of October 31, 2013

3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of United Online, Inc., effective October 31, 2013, as filed with the Secretary of State of the State of Delaware

10.1 Transition Services Agreement by and between United Online, Inc. and FTD Companies, Inc., dated as of October 31, 2013

10.2 Employee Matters Agreement by and between United Online, Inc. and FTD Companies, Inc., dated as of October 31, 2013

10.3 Tax Sharing Agreement by and between United Online, Inc. and FTD Companies, Inc., dated as of October 31, 2013

99.1 Unaudited pro forma condensed consolidated statements of operations of United Online, Inc. for the nine months ended September 30, 2013 and 2012 and the years ended December 31, 2012, 2011 and 2010 and unaudited pro forma condensed consolidated balance sheet of United Online, Inc. as of September 30, 2013


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