Classmates.com 2009 Annual Report Download - page 133

Table of Contents
UNITED ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
8. STOCKHOLDERS' EQUITY (Continued)
that a 15% position in the Company's common stock has been acquired or that a tender or exchange offer which would result in a person or
group owning 15% or more of the Company's common stock has commenced. The rights expire on November 26, 2011.
Preferred Stock
The Company has 5.0 million shares of preferred stock authorized with a par value of $0.0001, of which 300,000 shares are designated as
Series A junior participating preferred stock. At December 31, 2009 and 2008, the Company had no preferred shares issued or outstanding.
Common Stock Repurchases
United Online, Inc.'s Board of Directors authorized a common stock repurchase program (the "program") that allows the Company to
repurchase shares of its common stock through open market or privately negotiated transactions based on prevailing market conditions and other
factors through December 31, 2010. From August 2001 through December 31, 2009, the Company had repurchased $139.2 million of its
common stock under the program, leaving $60.8 million of authorization remaining under the program. The Company has not repurchased any
shares of its common stock under the program since February 2005.
Shares withheld upon the vesting of restricted stock units and restricted stock awards and upon the issuance of stock awards to pay
applicable employee withholding taxes are considered common stock repurchases, but are not counted as purchases against the program. Upon
vesting of restricted stock units and restricted stock awards or issuance of stock awards, the Company currently does not collect the applicable
employee withholding taxes from employees. Instead, the Company automatically withholds, from the restricted stock units that vest, and from
the stock awards that are issued, the portion of those shares with a fair market value equal to the amount of the employee withholding taxes due,
which is accounted for as a repurchase of common stock. The Company then pays the applicable withholding taxes in cash. The amounts
remitted in the years ended December 31, 2009, 2008 and 2007 were $6.8 million, $8.8 million and $5.6 million, respectively, for which the
Company withheld 1,066,000, 806,000 and 390,000 shares of common stock, respectively, that were underlying the restricted stock units and
restricted stock awards which vested and stock awards that were issued.
Dividends
Dividends are paid on shares of common stock and, in general, unvested restricted stock units outstanding as of the record date.
In February, April, July, and October 2007, United Online, Inc.'s Board of Directors declared quarterly cash dividends of $0.20 per share of
common stock. The dividends were paid on February 28, May 31, August 31, and November 30, 2007 and totaled $13.7 million, $14.4 million,
$14.4 million, and $14.6 million, respectively.
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