UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 27, 2009
PlanetOut Inc.
(Exact name of registrant as specified in charter)
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Delaware
(State or other jurisdiction
of incorporation)
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000-50879
(Commission
File Number)
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94-3391368
(IRS Employer
Identification No.) |
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1355 Sansome Street, San Francisco CA
(Address of principal executive offices)
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94111
(Zip Code) |
Registrant’s telephone number, including area code (415) 834-6500
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
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.