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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the Fiscal Year Ended December 31, 2005
or
3
3 3
3
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
Commission file number 000-33367
UNITED ONLINE, INC.
(Exact name of registrant as specified in its charter)
(818) 287-3000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.0001 per share
Preferred Stock Purchase Rights
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No 3
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes 3 No
Indicate by check mark whether the registrant (1) has filed all documents and reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes No 3
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer
and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2) of the Act). Yes 3 No
At June 30, 2005, the aggregate market value of voting stock held by non-affiliates of the registrant, based on the last reported sales price of the registrant’
s
common stock on such date reported by the Nasdaq National Market, was $652,096,978 (calculated by excluding shares beneficially owned by directors and
officers).
At February 28, 2006, there were a total of 63,390,060 shares of the registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III of this annual report, to the extent not set forth herein, is incorporated herein by reference to the registrant’s definitive
proxy statement relating to the 2006 annual meeting of stockholders to be filed with the Securities and Exchange Commission not later than 120 days after the
end of the registrant’s fiscal year.
Delaware
77
-
0575839
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
21301 Burbank Boulevard
Woodland Hills, California
91367
(Address of principal executive office)
(Zip Code)
Large accelerated filer
3
Accelerated filer
Non
-
accelerated filer
3