UNTD » Topics » There are risks associated with our strategy of an initial public offering of Classmates Media Corporation.

This excerpt taken from the UNTD 10-Q filed Aug 8, 2008.

There are risks associated with our strategy of an initial public offering of Classmates Media Corporation.

        In 2007, we commenced the process for an IPO of our wholly-owned subsidiary, CMC, which filed a Form S-1 registration statement relating to the IPO. The registration statement was withdrawn in December of 2007. While it remains our strategy to complete a CMC IPO, we do not believe it would be completed before 2009 and there can be no assurance that it will ever be completed.

        If the CMC IPO is completed, CMC would be a new public company and cash flows associated with CMC would likely remain with CMC and would no longer be available for our use. Additionally, Mark R. Goldston, our chairman, president and chief executive officer, has an employment agreement to serve as the chairman and chief executive officer of CMC. Although we also have an employment agreement with Mr. Goldston, he will not be dedicated to our business on a full-time basis and the loss of his full-time services could harm our business. We cannot assure you that a CMC IPO, if completed, will produce any increase in value for our stockholders or will not adversely impact United Online.

This excerpt taken from the UNTD 10-Q filed May 12, 2008.

There are risks associated with our strategy of an initial public offering of Classmates Media Corporation.

        Our wholly-owned subsidiary, Classmates Media Corporation, or CMC, filed a registration statement relating to the initial public offering, or IPO, of CMC's Class A common stock. The

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registration statement was withdrawn in December of 2007 due to then-current market conditions. It is still our strategy to complete an IPO of CMC and we have capitalized approximately $3.9 million of IPO-related costs at March 31, 2008 which we will have to expense in a future period if we do not proceed with an offering. There is no assurance that an IPO will be completed in the near term, if at all. If we do not complete the IPO, the market price of our common stock could be adversely affected.

        If the IPO is completed, CMC would be a new public company and cash flows associated with CMC will remain with CMC and will no longer be available for our use. We are unable to predict what the market price of our common stock would be after the IPO. We cannot assure you that the IPO, if completed, will produce any increase for our stockholders in the market value of their holdings in our Company. Additionally, Mark R. Goldston, our chairman, president and chief executive officer, will continue to serve as the chairman, president and chief executive officer of CMC. Although we have an employment agreement with Mr. Goldston, he will not be dedicated to our business on a full-time basis and the loss of his full-time services could harm our business.

These excerpts taken from the UNTD 10-K filed Feb 20, 2008.

There are risks associated with our strategy of an initial public offering of Classmates Media Corporation.

        Our wholly-owned subsidiary, Classmates Media Corporation, or CMC, filed a registration statement relating to the initial public offering, or IPO, of CMC's Class A common stock. The registration statement was withdrawn in December of 2007 due to then-current market conditions. It is still our strategy to complete an IPO of CMC and we have capitalized approximately $3.6 million of IPO costs at December 31, 2007 which we will have to expense in a future period if we do not proceed with an offering. There is no assurance that an IPO will be completed in the near term, if at all. If we do not complete the IPO, the market price of our common stock could be adversely affected.

        If the IPO is completed, CMC would be a new public company. We are unable to predict what the market price of our common stock would be after the IPO. We cannot assure you that the IPO, if completed, will produce any increase for our stockholders in the market value of their holdings in our Company. Additionally, Mark R. Goldston, our chairman, president and chief executive officer, will continue to serve as the chairman, president and chief executive officer of CMC. Although we have an employment agreement with Mr. Goldston, he will not be dedicated to our business on a full-time basis and the loss of his full-time services could harm our business.

There are risks associated with our strategy of an initial public offering of Classmates Media Corporation.



        Our wholly-owned subsidiary, Classmates Media Corporation, or CMC, filed a registration statement relating to the initial public offering, or IPO, of CMC's
Class A common stock. The registration statement was withdrawn in December of 2007 due to then-current market conditions. It is still our strategy to complete an IPO of CMC and we have
capitalized approximately $3.6 million of IPO costs at December 31, 2007 which we will have to expense in a future period if we do not proceed with an offering. There is no assurance
that an IPO will be completed in the near term, if at all. If we do not complete the IPO, the market price of our common stock could be adversely affected.



        If
the IPO is completed, CMC would be a new public company. We are unable to predict what the market price of our common stock would be after the IPO. We cannot assure you that the IPO,
if completed, will produce any increase for our stockholders in the market value of their holdings in our Company. Additionally, Mark R. Goldston, our chairman, president and chief executive officer,
will continue to serve as the chairman, president and chief executive officer of CMC. Although we have an employment agreement with Mr. Goldston, he will not be dedicated to our business on a
full-time basis and the loss of his full-time services could harm our business.



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