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Classmates Media Corp, et al. – ‘S-4’ on 6/27/08

On:  Friday, 6/27/08, at 4:55pm ET   ·   Accession #:  1047469-8-7841   ·   File #s:  333-151998, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/27/08  Classmates Media Corp             S-4                    5:2.3M                                   Merrill Corp/New/FA
          Classmates Online, Inc
          Juno Online Services Inc
          Mypoints Com Inc
          United Online Inc
          Opobox, Inc
          Juno Internet Services, Inc
          United Online Communications, Inc
          United Online Advertising Network, Inc
          Classmates Yearbooks, Inc
          Classmates International, Inc
          UOL Advertising, Inc
          United Online Web Services, Inc
          Netzero Inc

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a              HTML   2.08M 
                          Business-Combination Transaction                       
 2: EX-23.1     Consent of Experts or Counsel                       HTML     11K 
 3: EX-23.2     Consent of Experts or Counsel                       HTML     11K 
 4: EX-99.2     Miscellaneous Exhibit                               HTML     14K 
 5: EX-99.3     Miscellaneous Exhibit                               HTML     16K 

Use these links to rapidly review the document
TABLE OF CONTENTS
TABLE OF CONTENTS 2

As filed with the Securities and Exchange Commission on June 27, 2008

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

UNITED ONLINE, INC.
(Exact name of registrant as specified in its charter)

21301 Burbank Boulevard
Woodland Hills, California 91367
(818) 287-3000
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Mark R. Goldston
Chairman, President and Chief Executive Officer
21301 Burbank Boulevard
Woodland Hills, California 91367
(818) 287-3000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

           Approximate date of commencement of proposed sale to the public:    As soon as practicable after the effectiveness of this registration statement and the satisfaction or waiver of all other conditions under the merger agreement described herein.

           If the securities being registered on this form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

           If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

           If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

           Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "larger accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE

(1)

This Registration Statement relates to common stock, par value $0.0001 per share, and $100,000,000 aggregate principal amount 13% Senior Secured Notes due 2013, of the registrant issuable to holders of common stock, par value $0.01 ("FTD common stock"), of FTD Group, Inc., a Delaware corporation ("FTD"), in the proposed merger of UNOLA Corp., a Delaware corporation and an indirect wholly owned subsidiary of the registrant, with and into FTD.

(2)

Each share of the registrant's common stock includes a right to purchase one one-thousandth of a share of Series A junior participating preferred stock pursuant to the registrant's rights agreement dated as of November 15, 2001, as amended on April 29, 2003, with Computershare Trust Company, N.A. (successor in interest to U.S. Stock Transfer Corporation) as rights agent.

(3)

Based on the maximum number of shares of the registrant's common stock expected to be issued in connection with the merger, calculated as the product of (a) 31,610,171, the aggregate number of shares of FTD common stock outstanding as of June 25, 2008 plus the aggregate number of shares of FTD common stock issuable pursuant to the exercise of outstanding options as of June 25, 2008 and (b) an exchange ratio of 0.4087 of a share of the registrant's common stock for each such share of FTD common stock.

(4)

Estimated solely for purposes of calculation of the registration fee in accordance with Rules 457(c) and (f) of the Securities Act of 1933, as amended, based upon the product of (a) 12,919,077, the maximum number of shares of the registrant's common stock expected to be issued in the merger (calculated as set forth in note (3) above), and (b) $10.44 the average of the high and low sale prices for shares of UOL common stock as reported on the New York Stock Exchange on June 24, 2008.

(5)

Pursuant to Rule 457(n), no additional fee is being paid in respect of the Guarantees. The Guarantees will not be traded separately.

           The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

*

Address and telephone number of principal executive offices are the same as United Online, Inc. The 13% Senior Secured Notes due 2013 are being issued by United Online, Inc. The additional registrants are guarantors.

The information in this proxy statement/prospectus is not complete and may be changed. UOL may not sell these securities until the registration statement filed with the Securities and Exchange Commission, of which this document is a part, is declared effective. This proxy statement/prospectus is not an offer to sell these securities and neither FTD nor UOL is soliciting an offer to buy these securities in any jurisdiction where the offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any representation to the contrary is a criminal offense.

Subject to completion, dated June 27, 2008

PROPOSED MERGER—YOUR VOTE IS VERY IMPORTANT

        The board of directors of FTD Group, Inc. has approved a merger, combining FTD and United Online, Inc. (UOL).

        FTD and UOL have entered into an agreement and plan of merger pursuant to which an indirect wholly owned subsidiary of UOL will merge with and into FTD, with FTD thereupon becoming an indirect wholly owned subsidiary of UOL.

        In the proposed merger, FTD stockholders will receive 0.4087 of a share of UOL common stock, $3.31 principal amount of UOL 13% Senior Secured Notes due 2013 and $7.34 in cash for each share of FTD common stock, subject to adjustment as described under "The Merger Agreement—Change in Cash Merger Consideration Upon Receipt of Additional Financing or a Classmates IPO" beginning on page 98 of this proxy statement/prospectus. The exchange ratio for shares of UOL common stock to be received by FTD stockholders is fixed and will not be adjusted to reflect stock price changes prior to the closing. Upon the closing of the merger, FTD's former stockholders will own approximately            % of the then outstanding UOL common stock, based on the number of shares of UOL outstanding on                        , 2008 and of FTD outstanding on                        , 2008. The value of the merger consideration to be received in exchange for each share of FTD common stock will fluctuate with the market price of UOL common stock.

        Based on the closing sale price for UOL common stock on April 29, 2008, the last trading day before public announcement of the merger, the 0.4087 of a share of UOL common stock, $3.31 principal amount of UOL 13% Senior Secured Notes and $7.34 in cash represented approximately $15.08 in value for each share of FTD common stock. Based on the closing sale price for UOL common stock on                        , 2008, the latest practicable trading date before the printing of this proxy statement/prospectus, the 0.4087 of a share of UOL common stock, $3.31 principal amount of UOL 13% Senior Secured Notes and $7.34 in cash represented approximately $            in value for each share of FTD common stock.

        UOL common stock is listed on the NASDAQ Global Select Market under the symbol "UNTD." FTD common stock is listed on the New York Stock Exchange under the symbol "FTD." We urge you to obtain current market quotations for the shares of UOL and FTD.

        Your vote is very important.    The merger cannot be completed unless FTD stockholders holding a majority of the outstanding shares of FTD common stock as of the record date adopt the merger agreement. FTD is holding a special meeting of its stockholders to vote on the proposal to adopt the merger agreement. Information about the FTD special meeting and the proposed merger is contained in this proxy statement/prospectus. UOL has also entered into a voting and support agreement with affiliates of Leonard Green & Partners, L.P., which collectively owned approximately            % of the outstanding shares of FTD common stock as of the record date, pursuant to which such affiliates have agreed, subject to the terms and conditions of the voting and support agreement, to vote the shares of FTD common stock they own as of the record date in favor of the adoption of the merger agreement. Information about the voting and support agreement is also contained in this proxy statement/prospectus. We urge you to read this proxy statement/prospectus carefully. You should also carefully consider the risk factors beginning on page 35 of this proxy statement/prospectus.

        Whether or not you plan to attend the FTD special meeting, please submit your proxy as soon as possible to make sure that your shares are represented at the FTD special meeting.

        The board of directors of FTD recommends that FTD stockholders vote FOR the proposal to adopt the merger agreement and FOR the proposal to approve any motion to adjourn or postpone the FTD special meeting to a later date or dates if necessary to solicit additional proxies.

MICHAEL J. SOENEN
Chairman, President and Chief Executive Officer
FTD Group, Inc.

                        , 2008

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the merger or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

        This proxy statement/prospectus is dated                        , 2008, and is first being mailed to FTD stockholders on or about                        , 2008.

FTD Group, Inc.
3113 Woodcreek Drive
Downers Grove, Illinois 60515

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON                                    , 2008

To the Stockholders of FTD Group, Inc.:

        A special meeting of stockholders of FTD Group, Inc. will be held at our principal executive office, 3113 Woodcreek Drive, Downers Grove, Illinois 60515, on                                    , 2008 at                        , local time, for the following purposes:

        1.     To adopt the Agreement and Plan of Merger, dated as of April 30, 2008, by and among United Online, Inc., UNOLA Corp. and FTD Group, Inc., as the same may be amended from time to time.

        2.     To approve any motion to adjourn or postpone the FTD special meeting to a later date or dates, if necessary, to solicit additional proxies if there are insufficient votes at the time of the FTD special meeting to approve the proposal to adopt the merger agreement.

        3.     To transact such other business as may properly come before the FTD special meeting or any adjournment or postponement thereof.

        The accompanying proxy statement/prospectus further describes the matters to be considered at the FTD special meeting. A copy of the merger agreement has been included as Annex A to this proxy statement/prospectus.

        The FTD board of directors has set                                    , 2008 as the record date for the FTD special meeting. Only holders of record of shares of FTD common stock at the close of business on                                     , 2008 will be entitled to notice of and to vote at the FTD special meeting and any adjournments or postponements thereof. To ensure your representation at the FTD special meeting, please complete and return the enclosed proxy card or submit your proxy by telephone or through the Internet. Please vote promptly whether or not you expect to attend the FTD special meeting. Submitting a proxy now will not prevent you from being able to vote at the FTD special meeting by attending in person and casting a vote.

        The board of directors of FTD recommends that you vote FOR the proposal to adopt the merger agreement and FOR the proposal to approve any motion to adjourn or postpone the FTD special meeting to a later date or dates if necessary to solicit additional proxies.

By Order of the Board of Directors,

JON R. BURNEY
Secretary
FTD Group, Inc.
                                    , 2008

PLEASE VOTE YOUR SHARES PROMPTLY. YOU CAN FIND INSTRUCTIONS FOR VOTING ON THE ENCLOSED PROXY CARD. IF YOU HAVE QUESTIONS ABOUT THE PROPOSALS OR ABOUT VOTING YOUR SHARES, PLEASE CONTACT MACKENZIE PARTNERS, INC. BY TELEPHONE AT (800) 322-2885 (TOLL FREE) OR VIA EMAIL AT PROXY@MACKENZIEPARTNERS.COM.

TABLE OF CONTENTS

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ADDITIONAL INFORMATION

        This proxy statement/prospectus incorporates important business and financial information about UOL and FTD from documents that each company has filed with the Securities and Exchange Commission, which we refer to as the SEC, but that has not been included in or delivered with this proxy statement/prospectus. For a listing of documents incorporated by reference into this proxy statement/prospectus, please see the section entitled "Where You Can Find More Information" beginning on page 214 of this proxy statement/prospectus.

        UOL will provide you with copies of this information relating to UOL (excluding all exhibits unless UOL has specifically incorporated by reference an exhibit in this proxy statement/prospectus), without charge, upon written or oral request to:

United Online, Inc.
21301 Burbank Boulevard
Woodland Hills, California 91367
Attn: Investor Relations
(818) 287-3000

        FTD will provide you with copies of this information relating to FTD (excluding all exhibits unless FTD has specifically incorporated by reference an exhibit in this proxy statement/prospectus), without charge, upon written or oral request to:

FTD Group, Inc.
3113 Woodcreek Drive
Downers Grove, Illinois 60515
Attn: Investor Relations
(630) 719-7800

        In order to receive timely delivery of the documents, you must make your requests no later than                                    , 2008.

QUESTIONS AND ANSWERS ABOUT THE MERGER

        The following questions and answers briefly address some commonly asked questions about the FTD special meeting. They may not include all the information that is important to FTD stockholders. We urge stockholders to read carefully this entire proxy statement/prospectus, including the annexes and the other documents referred to herein.

Q:    What is the proposed transaction?

A:

The proposed transaction is a merger in which FTD would be acquired by UOL through a merger of UNOLA Corp., an indirect wholly owned subsidiary of UOL, with and into FTD, with FTD surviving the merger as an indirect wholly owned subsidiary of UOL. We sometimes refer to FTD, the entity surviving the merger, as the surviving corporation.

Q:    Why am I receiving these materials?

A:

We are sending you these materials to help you decide how to vote your shares of FTD common stock with respect to the proposed merger. The merger cannot be completed unless FTD stockholders holding a majority of the outstanding shares of FTD common stock as of the record date adopt the merger agreement. Pursuant to a voting and support agreement, affiliates of Leonard Green & Partners, L.P., who we refer to as Leonard Green, who as of the record date collectively owned approximately    % of the outstanding shares of FTD common stock, have agreed, subject to the terms and conditions of the voting and support agreement, to vote the shares of FTD common stock they own as of the record date in favor of the adoption of the merger agreement. FTD is holding its special meeting of stockholders to vote on the proposal necessary to complete the merger. Information about the FTD special meeting, the merger and the voting and support agreement is contained in this proxy statement/prospectus.

We are delivering this document to you as both a proxy statement of FTD and a prospectus of UOL. It is a proxy statement because the FTD board of directors is soliciting proxies from its stockholders. It is a prospectus because UOL will issue shares of its common stock and its 13% Senior Secured Notes due 2013, which we refer to as the UOL notes, as part of the merger consideration in the merger as described under "The Merger Agreement—Merger Consideration" beginning on page 97 of this proxy statement/prospectus.

Q:    What will FTD stockholders receive in the merger?

A:

In the proposed merger, holders of FTD common stock will receive 0.4087 of a share of the common stock of UOL, $3.31 principal amount of UOL notes and $7.34 in cash for each share of FTD common stock. For a description of the material terms of the UOL notes, see "Description of Senior Secured Notes Due 2013" beginning on page 135 of this proxy statement/prospectus. The exchange ratio for shares of UOL common stock to be received by FTD stockholders is fixed and will not be adjusted to reflect stock price changes prior to the closing. We refer to the cumulative package of cash, stock and UOL notes to be issued to FTD stockholders by UOL as the merger consideration.

However, prior to the date this proxy statement/prospectus is mailed to FTD stockholders, the merger consideration may be adjusted as described under "The Merger Agreement—Change in Cash Merger Consideration Upon Receipt of Additional Financing or a Classmates IPO" beginning on page 98 of this proxy statement/prospectus in the event that (1) UOL obtains additional financing prior to the earlier of the date this proxy statement/prospectus is mailed to FTD stockholders or August 13, 2008 or (2) an initial public offering of Classmates Media Corporation, a wholly owned subsidiary of UOL, is consummated prior to the date this proxy statement/prospectus is mailed to FTD stockholders and UOL has not proceeded with the additional financing. While UOL is pursuing additional financing, there can be no assurances that

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any additional financing will be obtained. While it remains UOL's strategy to complete the initial public offering of Classmates Media Corporation, because UOL believes that capital markets have not improved significantly since the Classmates Media Corporation registration statement on Form S-1 was withdrawn in December 2007 and there is limited visibility as to when capital markets might improve significantly, UOL has concluded that it is unlikely that the Classmates Media Corporation initial public offering will be completed before 2009. Accordingly, this proxy statement/prospectus assumes that there will be no adjustment to the merger consideration. In the event that either of the above described circumstances occur, this proxy statement/prospectus will be amended accordingly prior to being mailed to FTD stockholders.

Q:    When does FTD expect to complete the merger?

A:

FTD expects to complete the merger after all conditions to the merger in the merger agreement are satisfied or waived, including after stockholder approval is received at the FTD special meeting. FTD currently expects to complete the merger promptly following the FTD special meeting. However, FTD cannot predict the exact timing of the closing of the merger as it is possible that factors outside of the parties' control could require the parties to complete the merger at a later time or not to complete it at all.

Q:    How does the FTD board of directors recommend that I vote?

A:

The FTD board of directors recommends that FTD stockholders vote FOR the proposal to adopt the merger agreement, which we refer to as the Merger Proposal, and FOR the proposal to approve any motion to adjourn or postpone the FTD special meeting to a later date or dates if necessary to solicit additional proxies, which we refer to as the Adjournment Proposal.

Q:    What do I need to do now?

A:

After carefully reading and considering the information contained in this proxy statement/prospectus, please vote your shares as soon as possible so that your shares will be represented at the FTD special meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker, bank or other nominee.

Q:    How do I vote?

A:

You may vote before the FTD special meeting in one of the following ways:

•

use the toll-free telephone number shown on your proxy card;

•

visit the Website shown on your proxy card to vote via the Internet; or

•

complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

You may also cast your vote in person at the FTD special meeting.

If your shares are held in "street name," through a broker, bank or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. "Street name" stockholders who wish to vote at the meeting will need to obtain a proxy form from the institution that holds their shares.

Q:    When and where is the FTD special meeting of stockholders?

A:

The special meeting of FTD stockholders will be held at FTD's principal executive office, 3113 Woodcreek Drive, Downers Grove, Illinois 60515, on                                    , 2008 at             , local time. Subject to space availability, all stockholders as of the record date, or their duly appointed proxies, may attend the meeting. Since seating is limited, admission to the meeting will be on a first-come, first-served basis. Registration and seating will begin at            , local time.

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Q:    If my shares are held in "street name" by a broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me?

A:

Your broker, bank or other nominee does not have authority to vote on the Merger Proposal without specific instructions from you as to how to vote. Your broker, bank or other nominee will vote your shares held by it in "street name" with respect to the Merger Proposal ONLY if you provide instructions to it on how to vote. You should follow the directions your broker or other nominee provides. Your broker, bank or other nominee does have authority to vote on the proposal to approve the Adjournment Proposal. Without specific instructions from you as to how to vote, your broker, bank or other nominee may exercise its discretion as to how to vote your shares with respect to the Adjournment Proposal.

Q:    What constitutes a quorum?

A:

Stockholders who hold a majority of the FTD common stock issued and outstanding as of the close of business on the record date and who are entitled to vote must be present or represented by proxy in order to constitute a quorum to conduct business at the FTD special meeting.

Q:    What vote is required to approve the Merger Proposal?

A:

The affirmative vote of a majority of the outstanding shares of FTD common stock entitled to vote is required to approve the Merger Proposal.

Q:    Is there any stockholder already committed to vote in favor of the Merger Proposal?

A:

Yes. Pursuant to a voting and support agreement, affiliates of Leonard Green, who as of the record date collectively owned approximately    % of the outstanding shares of FTD common stock, have agreed, subject to the terms and conditions of the voting and support agreement, to vote the shares of FTD common stock they own as of the record date in favor of the Merger Proposal and in favor of any other matter necessary for the consummation of the transactions contemplated in the merger agreement. For a more complete description of the voting and support agreement, see "The Voting and Support Agreement" beginning on page 125 of this proxy statement/prospectus. The voting and support agreement is also attached as Annex B to this proxy statement/prospectus.

Q:    Are there any risks related to the merger or any risks relating to owning UOL common stock or UOL notes?

A:

Yes. You should carefully review the section entitled "Risk Factors" beginning on page 35 of this proxy statement/prospectus.

Q:    What if I do not vote on the Merger Proposal?

A:

If you fail to vote or fail to instruct your broker or other nominee how to vote on the Merger Proposal, it will have the same effect as a vote against the Merger Proposal. If you respond with an "abstain" vote on the Merger Proposal, your proxy will have the same effect as a vote against the Merger Proposal. If you respond but do not indicate how you want to vote on the Merger Proposal, your proxy will be counted as a vote in favor of the Merger Proposal.

Q:    May I change my vote after I have delivered my proxy or voting instruction card?

A:

Yes. You may change your vote at any time before your proxy is voted at the FTD special meeting. You may do this in one of four ways:

•

by sending a notice of revocation to FTD's corporate secretary;

•

by sending a completed proxy card bearing a later date than your original proxy card;

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by logging onto the Internet Website specified on your proxy card in the same manner you would to submit your proxy electronically or by calling the telephone number specified on your proxy card, in each case if you are eligible to do so and follow the instructions on the proxy card; or



•

by attending the FTD special meeting and voting in person, however, your attendance alone will not revoke any proxy.

If you choose any of the first three methods, you must take the described action no later than the beginning of the FTD special meeting.

If your shares are held in an account at a broker, bank or other nominee, you should contact your broker, bank or other nominee to change your vote.

Q:    What are the material U.S. federal income tax consequences of the merger?

A:

FTD stockholders that are "United States persons" for United States federal income tax purposes should generally recognize capital gain or loss in an amount equal to the difference between the fair market value of the merger consideration received for the FTD common stock held by a stockholder and such stockholder's adjusted tax basis in the FTD common stock surrendered pursuant to the merger.

FTD stockholders that are not "United States persons" for United States federal income tax purposes should not generally be subject to United States federal income tax in respect of the merger consideration received in exchange for the FTD common stock surrendered pursuant to the merger.

FTD stockholders are urged to consult their own tax advisors regarding the United States federal income tax considerations of the merger, as well as the effects of state, local, and non-United States tax laws.

For a more complete summary of the tax considerations of the merger, see the section entitled "The Merger—Material United States Federal Income Tax Consequences of the Merger" beginning on page 88 of this proxy statement/prospectus.

Q:    Do I have appraisal rights?

A:

Yes. As a holder of FTD common stock, you are entitled to appraisal rights under the Delaware General Corporation Law in connection with the merger if you meet certain conditions and follow certain required procedures. See "The Merger—Appraisal Rights" beginning on page 92 of this proxy statement/prospectus.

Q:    What does it mean if I get more than one proxy card or voting instruction card?

A:

If your shares are registered differently or are in more than one account, you will receive more than one proxy card, or if you hold your shares in "street name," you may receive more than one voting instruction card. Please complete and return all of the proxy cards or voting instruction cards you receive to ensure that all of your shares are voted at the FTD special meeting.

Q:    Should I send in my FTD stock certificates now?

A:

No. Please do not send your FTD stock certificates with your proxy card. FTD stockholders will receive written instructions from the exchange agent after the merger is completed on how to exchange FTD stock certificates for the merger consideration.

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Q:    What happens if I sell my shares before the FTD special meeting?

A:

The record date of the FTD special meeting is earlier than the date of the FTD special meeting and the date the merger, if approved, is expected to be completed. If you sell some or all of your shares of FTD common stock after the record date but before the FTD special meeting, you will retain your right to vote at the FTD special meeting, but you will have transferred the right to receive the merger consideration. In order to receive the merger consideration, you must hold your shares until the closing of the merger.

Q:    What if I hold FTD stock options or restricted shares of FTD common stock?

A:

The merger agreement provides that prior to the effective time of the merger the FTD board of directors will adopt resolutions or take such actions as required to permit any outstanding options that are not exercisable or vested to become exercisable and vested immediately prior to the effective time of the merger, and to cause all unvested restricted shares of FTD common stock to become vested immediately prior to the effective time of the merger. At the closing of the merger, each outstanding option to purchase shares of FTD common stock will be cancelled in exchange for the same merger consideration payable to FTD stockholders for shares of FTD common stock, reduced ratably by the exercise price of the unexercised options in the same proportion that the value of the cash, fraction of a share of UOL common stock and UOL notes, as applicable, comprising the merger consideration bear to each other, subject to adjustment of the merger consideration as described under "The Merger Agreement—Change in Cash Merger Consideration Upon Receipt of Additional Financing or a Classmates IPO" beginning on page 98 of this proxy statement/prospectus prior to the date this proxy statement/prospectus is mailed to FTD stockholders, in proportion to the value that the cash, UOL common stock and UOL notes comprise the merger consideration. As a result of this formula, if, at the effective time of the merger, the exercise price of an option is greater than the aggregate value of the merger consideration, such option will be cancelled and the holder of such option will not receive any merger consideration in exchange for such option.

At the closing of the merger, each restricted share of FTD common stock (except as described under "The Merger—Interests of Executive Officers and Directors of FTD in the Merger" beginning on page 83 of this proxy statement/prospectus) will be converted into the right to receive the merger consideration. See "The Merger Agreement—Treatment of FTD Stock Options and Restricted Stock" beginning on page 99 of this proxy statement/prospectus.

Q:    What happens if the merger is not consummated?

A:

If the merger agreement is not adopted by FTD stockholders or if the merger is not completed for any other reason, FTD stockholders will not receive the merger consideration. Instead, FTD will remain an independent public company and the FTD common stock will continue to be listed on the New York Stock Exchange. Under specified circumstances, FTD may be required to pay UOL a termination fee or reimburse UOL for expenses incurred in connection with the proposed merger, as described in "The Merger Agreement—Fees and Expenses" beginning on page 122 of this proxy statement/prospectus.

Q:    Who should I contact if I have any questions about the proxy materials or voting power?

A:

If you have any questions about the merger or if you need assistance in submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact MacKenzie Partners, Inc., at (800) 322-2885 or proxy@mackenziepartners.com. If your shares are held in a stock brokerage account or by a bank or other nominee, you should call your broker or other nominee for additional information.

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SUMMARY

        The following is a summary that highlights information contained in this proxy statement/prospectus. This summary may not contain all of the information that may be important to you. For a more complete description of the merger agreement and the merger contemplated by the merger agreement, we encourage you to read carefully this entire proxy statement/prospectus, including the attached annexes. In addition, we encourage you to read the information incorporated by reference into this proxy statement/prospectus, which includes important business and financial information about UOL and FTD that has been filed with the SEC. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions in the section entitled "Where You Can Find More Information" beginning on page 214 of this proxy statement/prospectus.

Information about the Companies

United Online, Inc.
21301 Burbank Boulevard
Woodland Hills, California 91367
(818) 287-3000

        UOL, a Delaware corporation headquartered in Woodland Hills, California, commenced operations in 2001 following the merger of dial-up Internet access providers NetZero, Inc. and Juno Online Services, Inc.

        UOL is a leading provider of consumer Internet and media services through a variety of brands including Classmates, MyPoints, NetZero and Juno. UOL's business consists of two segments: Classmates Media and Communications. Classmates Media services are online social networking and online loyalty marketing. UOL's primary Communications services are Internet access and email. UOL's Web properties, in aggregate, attract a significant number of Internet users each month among its base of more than 50 million registered accounts. UOL's large online audience enables UOL to offer a broad array of Internet marketing products and services for advertisers.

        Historically, UOL's operations were focused on providing value-priced dial-up Internet access services in the United States and Canada. In 2004, UOL's dial-up Internet access revenues began to decline and UOL began diversifying its business to include other Internet consumer offerings in an effort to provide new growth opportunities for UOL. In November 2004, UOL acquired Classmates Online, Inc., which we refer to as Classmates, a provider of online social networking services, and in April 2006, UOL acquired MyPoints.com, Inc., which we refer to as MyPoints, a provider of online loyalty marketing services. UOL's strategy is to continue to leverage UOL's resources and core competencies to further expand UOL's businesses beyond dial-up Internet access services, through internal development and acquisitions (such as the proposed merger with FTD), while managing UOL's declining dial-up Internet access services primarily for profitability and cash flow.

FTD Group, Inc.
3113 Woodcreek Drive
Downers Grove, Illinois 60515
(630) 719-7800

        FTD, a Delaware corporation headquartered in Downers Grove, Illinois, is a leading provider of floral and specialty gift products and services to consumers and retail florists, as well as other retail locations offering floral products, in the United States, Canada, the United Kingdom and the Republic of Ireland. The business utilizes the highly recognized FTD and Interflora brands, both supported by the Mercury Man logo, which is displayed in approximately 45,000 floral shops worldwide. FTD conducts its business through three operating segments: the consumer segment, the florist segment and the international segment.

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        The consumer segment operates primarily through the www.ftd.com Website in the United States and Canada. As a result of FTD's same-day delivery capability and broad product selection, FTD's consumer segment is one of the largest direct marketers of floral arrangements and specialty gifts in the United States, generating 2.9 million orders from consumers in the nine-month period ended March 31, 2008.

        The florist segment provides a comprehensive suite of products and services that enable FTD members to send and deliver floral orders. This suite of products and services is also designed to promote revenue growth and enhance the operating efficiencies of FTD members in the United States and Canada.

        The international segment was formed as a result of the acquisition of Interflora on July 31, 2006. The international segment generated 1.7 million orders from consumers in the nine-month period ended March 31, 2008. Interflora also provides products and services to its network of members in the United Kingdom and the Republic of Ireland.

        FTD's consumer and florist businesses are highly complementary, as floral orders generated by the consumer business are delivered by the network of members. FTD's management believes that FTD's strong brand name recognition, complementary florist and consumer businesses, extensive customer database of floral and specialty gift consumers, network of FTD and Interflora members and international footprint provide FTD with competitive advantages.

UNOLA Corp.
21301 Burbank Boulevard
Woodland Hills, California 91367
(818) 287-3000

        UNOLA Corp., an indirect wholly owned subsidiary of UOL, is a Delaware corporation formed on April 25, 2008, for the purpose of effecting the merger. Upon completion of the merger, UNOLA Corp. will merge with and into FTD, and FTD will become an indirect wholly owned subsidiary of UOL.

        UNOLA Corp. has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement, including the preparation of applicable regulatory filings in connection with the merger.

The Merger

(see page 57)

        UOL and FTD agreed to the acquisition of FTD by UOL under the terms of the merger agreement that is described in this proxy statement/prospectus. Pursuant to the merger agreement, UNOLA Corp., a newly formed, indirect wholly owned subsidiary of UOL, will merge with and into FTD, with FTD surviving the merger as an indirect wholly owned subsidiary of UOL. We have attached the merger agreement as Annex A to this proxy statement/prospectus. We encourage you to read carefully the merger agreement in its entirety because it is the legal document that governs the merger.

        At the closing of the merger, each outstanding share of FTD common stock will be converted into the right to receive $7.34 in cash, 0.4087 of a share of UOL common stock and $3.31 principal amount of UOL notes. For a description of the material terms of the UOL notes, see "Description of Senior Secured Notes Due 2013" beginning on page 135 of this proxy statement/prospectus. The exchange ratio for shares of UOL common stock to be received by FTD stockholders is fixed and will not be adjusted to reflect stock price changes prior to the closing. However, prior to the date this proxy statement/prospectus is mailed to FTD stockholders, the merger consideration may be adjusted as described under "The Merger Agreement—Change in Cash Merger Consideration Upon Receipt of

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Additional Financing or a Classmates IPO" beginning on page 98 of this proxy statement/prospectus in the event that (1) UOL obtains additional financing prior to the earlier of the date this proxy statement/prospectus is mailed to the stockholders of FTD and August 13, 2008 or (2) an underwritten initial public offering of Classmates Media Corporation, a wholly owned subsidiary of UOL, is consummated prior to the date this proxy statement/prospectus is mailed to FTD stockholders and UOL has not proceeded with the additional financing. While UOL is pursuing additional financing, there can be no assurances that any additional financing will be obtained. While it remains UOL's strategy to complete the initial public offering of Classmates Media Corporation, because UOL believes that capital markets have not improved significantly since the Classmates Media Corporation registration statement on Form S-1 was withdrawn in December 2007 and there is limited visibility as to when capital markets might improve significantly, UOL has concluded that it is unlikely that the Classmates Media Corporation initial public offering will be completed before 2009. Accordingly, this proxy statement/prospectus assumes that there will be no adjustment to the merger consideration. In the event that either of those circumstances occur, this proxy statement/prospectus will be amended accordingly prior to being mailed to FTD stockholders.

        The merger agreement provides that prior to the effective time of the merger the FTD board of directors will adopt resolutions or take such actions as required to permit any outstanding options that are not exercisable or vested to become exercisable and vested immediately prior to the effective time of the merger, and to cause all unvested restricted shares of FTD common stock to become vested immediately prior to the effective time of the merger. At the closing of the merger, each outstanding option to purchase shares of FTD common stock will be cancelled in exchange for the same merger consideration payable to FTD stockholders for shares of FTD common stock, reduced ratably by the exercise price of the unexercised options in the same proportion that the value of the cash, fraction of a share of UOL common stock and UOL notes, as applicable, comprising the merger consideration bear to each other, subject to adjustment of the merger consideration as described under "The Merger Agreement—Change in Cash Merger Consideration Upon Receipt of Additional Financing or a Classmates IPO" beginning on page 98 of this proxy statement/prospectus prior to the date this proxy statement/prospectus is mailed to FTD stockholders, in proportion to the value that the cash, UOL common stock and UOL notes comprise the merger consideration. As a result of this formula, if, at the effective time of the merger, the exercise price of an option is greater than the aggregate value of the merger consideration, such option will be cancelled and the holder of such option will not receive any merger consideration in exchange for such option.

        At the closing of the merger, each restricted share of FTD common stock (except as described under "The Merger—Interests of Executive Officers and Directors of FTD in the Merger" beginning on page 83 of this proxy statement/prospectus) will be converted into the right to receive the merger consideration.

        UOL will not issue fractional shares of UOL common stock in connection with the merger. Instead, each holder of FTD common stock who would otherwise be entitled to receive a fraction of a share of UOL common stock will receive, in lieu thereof, cash (without interest) in an amount equal to such fraction multiplied by the last reported sales price of UOL common stock at the end of regular trading hours on the NASDAQ Global Select Market on the closing date of the merger.

        UOL also will not issue any UOL notes in connection with the merger with a principal amount of less than $1.00. Instead, each holder of FTD common stock who would otherwise be entitled to receive a UOL note with a principal amount of less than $1.00 will receive, in lieu thereof, cash (without interest) in an amount equal to the principal amount of such UOL note.

        For a full description of the merger consideration, see "The Merger Agreement—Merger Consideration," "The Merger Agreement—Change in Cash Merger Consideration Upon Receipt of Additional Financing or a Classmates IPO," "The Merger Agreement—Treatment of FTD Stock

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Options and Restricted Stock" beginning on pages 97, 98 and 99, respectively, and "Description of Senior Secured Notes Due 2013" beginning on page 135 of this proxy statement/prospectus.

Risk Factors

(see page 35)

        In evaluating the merger agreement and the merger, you should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled "Risk Factors" beginning on page 35.

The FTD Special Meeting

(see page 53)

        The FTD special meeting will be held at FTD's principal executive office, 3113 Woodcreek Drive, Downers Grove, Illinois 60515, on                            , 2008 at                 , local time. At the FTD special meeting, FTD stockholders will be asked to adopt the merger agreement.

        Only holders of record of FTD's common stock at the close of business on                            , 2008, the record date, are entitled to notice of and to vote at the FTD special meeting. As of the record date, there were                        shares of FTD common stock outstanding and entitled to vote at the FTD special meeting.

        Adoption of the merger agreement requires the affirmative vote of a majority of the outstanding shares of FTD common stock entitled to vote on the record date. Pursuant to a voting and support agreement, affiliates of Leonard Green, who collectively owned approximately      % of the shares of FTD common stock outstanding on the record date, have agreed, subject to the terms and conditions of the voting and support agreement, to vote the shares of FTD common stock they own as of the record date in favor of the Merger Proposal and in favor of any other matter necessary for the consummation of the transactions contemplated in the merger agreement. For a more complete description of the voting and support agreement, see "The Voting and Support Agreement" beginning on page 125 of this proxy statement/prospectus. The voting and support agreement is also attached as Annex B to this proxy statement/prospectus.

Recommendation of the FTD Board of Directors

(see page 70)

        After careful consideration, the FTD board of directors has unanimously determined that the merger agreement, the merger and the other transactions contemplated thereby are advisable, fair to, and in the best interests of, FTD and its stockholders and recommends that holders of FTD common stock vote FOR the Merger Proposal and FOR the Adjournment Proposal.

        For a more complete description of FTD's reasons for the merger and the recommendation of the FTD board of directors, see "The Merger—Recommendation of the FTD Board of Directors; FTD's Reasons for the Merger" beginning on page 70 of this proxy statement/prospectus.

Opinion of FTD's Financial Advisor

(see page 73)

        Goldman, Sachs & Co., which we refer to as Goldman, Sachs, rendered its oral opinion on April 29, 2008, which was subsequently confirmed in writing on April 30, 2008, to the FTD board of directors that, as of April 30, 2008, and based upon and subject to the factors and assumptions set forth therein, the consideration to be received by the holders of the outstanding shares of FTD

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common stock, taken in the aggregate, pursuant to the merger agreement was fair from a financial point of view to such holders.

        The full text of the written opinion of Goldman, Sachs, dated April 30, 2008, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached hereto as Annex C. Goldman, Sachs provided its opinion for the information and assistance of the FTD board of directors in connection with the board's consideration of the merger. The Goldman, Sachs opinion does not constitute a recommendation as to how any holder of shares of FTD common stock should vote with respect to the adoption of the merger agreement or any other matter. Pursuant to an engagement letter between FTD and Goldman, Sachs, FTD has agreed to pay Goldman, Sachs a transaction fee of approximately $5,000,000, all of which is contingent upon consummation of the merger.

Ownership of UOL Following the Merger

        Based on the number of shares of FTD common stock outstanding as of the record date, UOL expects to issue approximately            shares of UOL common stock in the merger. Based on the number of shares of FTD common stock and the number of shares of UOL common stock outstanding on the record date for the FTD special meeting, upon the closing of the merger, FTD's former stockholders will own approximately      % of the then outstanding UOL common stock.

Share Ownership of FTD Directors and Executive Officers

        At the close of business on the record date, directors and executive officers of FTD owned and were entitled to vote approximately                        shares of FTD common stock, collectively representing approximately      % of the shares of FTD common stock outstanding on that date (and together with the shares held by affiliates of Leonard Green, approximately      %).

        At the close of business on the record date, affiliates of Leonard Green beneficially owned                        shares of FTD common stock, representing approximately      % of the outstanding shares of FTD on that date. Affiliates of Leonard Green have entered into a voting and support agreement with UOL pursuant to which they have agreed, subject to the terms of the agreement, to vote the shares of FTD common stock they own as of the record date in favor of the Merger Proposal and in favor of any other matter necessary for the consummation of the transactions contemplated in the merger agreement. For more information regarding the voting and support agreement, see "The Voting and Support Agreement," beginning on page 125 of this proxy statement/prospectus.

Interests of Directors and Executive Officers of FTD in the Merger

(see page 83)

        You should be aware that some of FTD's directors and executive officers have interests in the merger that are different from, or are in addition to, the interests of FTD stockholders generally. These interests relate to (i) new employment agreements entered into between certain executive officers and Florists' Transworld Delivery, Inc., a wholly owned subsidiary of FTD, which we refer to as FTDI, which provide for, among other things, increased compensation, including an employment agreement and a confidentiality and non-competition agreement entered into between FTDI and Michael J. Soenen, the current chief executive officer and president of FTD; (ii) transaction bonuses for certain executive officers payable upon consummation of the merger; (iii) the grant of restricted stock unit awards to certain executive officers and the acceleration of outstanding FTD stock options and restricted stock awards granted to certain executive officers; and (iv) indemnification and insurance for FTD's directors and executive officers.

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        For a further discussion of the interests of FTD's directors and executive officers in the merger, see "The Merger—Interests of Executive Officers and Directors of FTD in the Merger," beginning on page 83 of this proxy statement/prospectus.

Listing of UOL Common Stock and Delisting and Deregistration of FTD Common Stock

(see page 87)

        Application will be made to have the shares of UOL common stock issued in the merger approved for listing on the NASDAQ Global Select Market. If the merger is completed, FTD common stock will be delisted from the New York Stock Exchange and will be deregistered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and FTD will no longer file periodic reports with the SEC.

Appraisal Rights

(see page 92)

        Under the Delaware General Corporation Law, holders of shares of FTD common stock have the right to receive an appraisal of the fair value of their shares of FTD common stock in connection with the merger. To exercise appraisal rights, an FTD stockholder:

•

must not vote for the Merger Proposal;



•

must deliver to FTD a written appraisal demand before the stockholder vote on the merger agreement is taken at the FTD special meeting;



•

must not submit a letter of transmittal; and



•

must strictly comply with all of the procedures required by the Delaware General Corporation Law.

        A copy of Section 262 of the Delaware General Corporation Law is also attached as Annex D to this proxy statement/prospectus.

Conditions to Completion of the Merger

(see page 118)

        A number of conditions must be satisfied (or, if permissible, waived) before the merger will be completed. These include, among others:

•

the adoption of the merger agreement by the holders of a majority of the outstanding shares of FTD common stock;



•

the expiration, termination or receipt (as applicable) of any applicable waiting period or required approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1979, which we refer to as the HSR Act, or any other similar applicable laws that are required prior to the completion of the merger (the Federal Trade Commission, which we refer to as the FTC, granted early termination of the applicable waiting periods under the HSR Act in connection with the merger on June 6, 2008);



•

the absence of any legal restraints or prohibitions preventing the completion of the merger;



•

the effectiveness of the Registration Statement, of which this proxy statement/prospectus is a part, and the Registration Statement not being subject to any pending or threatened stop order;



•

the qualification under the Trust Indenture Act of 1939, as amended, and the rules and regulations thereunder, of the indenture governing the UOL notes;

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•

the approval for listing on the NASDAQ Global Select Market of the shares of UOL common stock to be issued in the merger;



•

the performance in all material respects by each party of all obligations required to be performed by it at or prior to the effective time of the merger;



•

the accuracy of the representations and warranties of each party contained in the merger agreement, except to the extent that breaches of such representations and warranties would not result in a material adverse effect on the representing party (other than those relating to the documents to be executed by UOL in connection with its issuance of the UOL notes, which must be true and correct in all material respects);



•

the absence of certain material adverse effects with respect to UOL or FTD;



•

receipt by UOL of the proceeds of the financing, and, if applicable, the alternative financing (or UOL would have received such proceeds assuming the issuance by UOL of the UOL notes); and



•

receipt by UOL of a certification from the chief executive officer and the chief financial officer of FTD that FTD's closing net debt does not exceed $286.0 million; and



•

the exercise of appraisal rights by holders of no more than 10% of FTD's common stock.

        To the extent permitted by applicable law, each of UOL, UNOLA Corp. and FTD may waive the conditions to the performance of its respective obligations under the merger agreement and complete the merger even though one or more of these conditions have not been met. Neither UOL nor FTD can give any assurance that all of the conditions to the merger will be either satisfied or waived or that the merger will occur.

Regulatory Matters

(see page 92)

        The merger is subject to antitrust laws. Under the HSR Act, and the rules promulgated under the HSR Act by the FTC, the merger may not be completed until notifications have been given and information furnished to the FTC and to the Antitrust Division of the Department of Justice, referred to as the Antitrust Division, and the specified waiting period has been terminated or has expired. FTD and UOL each filed notification and report forms under the HSR Act with the FTC and the Antitrust Division on May 28, 2008. On June 6, 2008, the FTC granted early termination of the applicable waiting periods under the HSR Act in connection with the merger. Under the terms of the merger agreement, neither UOL nor any of its subsidiaries (including UNOLA Corp. and the surviving corporation) would be required to take or refrain from taking any action that would (i) limit the ownership or operation of all or any material portion of the business or assets of FTD and its subsidiaries taken as a whole or compel the disposal of or separate holding of all or any material portion of the business or assets of UOL and its subsidiaries taken as a whole, or impose any material limitation on the ability of UOL and its subsidiaries taken as a whole to conduct its business or own such assets, or (ii) impose material limitations on the ability of UOL or UNOLA Corp. to consummate the merger or the transactions contemplated by the merger agreement.

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No Solicitation by FTD

(see page 114)

        The merger agreement contains detailed provisions that prohibit FTD and its subsidiaries and their representatives from:

•

soliciting, initiating or knowingly encouraging or facilitating (including by way of furnishing non-public information) any proposal, inquiry, offer or request that constitutes, or that is reasonably likely to lead to, an acquisition proposal;



•

entering into, participating in, continuing or engaging in discussions or negotiations with any person regarding an acquisition proposal, or any proposal, inquiry, offer or request that is reasonably likely to lead to an acquisition proposal; or



•

approving or recommending, or publicly proposing to approve or recommend, or entering into any agreement or agreement in principle regarding an acquisition proposal or any proposal, inquiry, offer or request that is reasonably likely to lead to an acquisition proposal.

        The merger agreement does not, however, prohibit the FTD board of directors from considering and recommending to FTD's stockholders an unsolicited bona fide written acquisition proposal from a third party if specified conditions are met. Additionally, in response to an unsolicited bona fide written acquisition proposal from a third party that the FTD board of directors concludes is or could reasonably be expected to lead to a superior proposal, FTD may, if specified conditions are met, furnish information or draft agreements to the third party making such acquisition proposal.

Termination of the Merger Agreement

(see page 121)

        Under circumstances specified in the merger agreement, the merger agreement may be terminated and the merger abandoned at any time prior to the effective time (whether before or after the adoption of the merger agreement by FTD's stockholders) if:

•

UOL and FTD mutually agree; or



•

by either party if:



•

the merger does not occur by October 27, 2008;



•

there is any law that makes consummation of the merger illegal or otherwise prohibited, or there is any final and nonappealable ruling, judgment, injunction, order or decree of any governmental entity that enjoins FTD or UNOLA Corp. from consummating the merger;



•

the required approval of FTD stockholders is not obtained at the FTD special meeting or any adjournment or postponement thereof; or



•

the other party breaches any representation, warranty, covenant or agreement in a way that the related condition to closing would not be satisfied and such breach is not reasonably capable of being cured prior to October 27, 2008 or is not cured within 30 days after notice from the party wishing to terminate the merger agreement (provided that the party seeking to terminate the merger agreement is not also in material breach thereof).

        Under circumstances specified in the merger agreement, UOL may terminate the merger agreement and abandon the merger at any time prior to the effective time (whether before or after the adoption of the merger agreement by FTD's stockholders) if:

•

the FTD board of directors changes its recommendation that the stockholders of FTD adopt the merger agreement and approve the merger and the other transactions contemplated by the

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merger agreement (or the FTD board of directors fails to include such recommendation in this proxy statement/prospectus) due to an intervening event or a superior proposal; or

•

the FTD board of directors approves or recommends that FTD's stockholders tender their shares of FTD common stock in any tender or exchange offer that is an acquisition proposal (other than by UOL, UNOLA Corp. or their affiliates);

        Under circumstances specified in the merger agreement, FTD may terminate the merger agreement and abandon the merger at any time prior to the effective time (whether before or after the adoption of the merger agreement by FTD's stockholders) if FTD has received, at any time prior to the adoption of the merger agreement by FTD's stockholders, a superior proposal in accordance with the terms of the merger agreement and the FTD board of directors determines in good faith, after consultation with its outside legal counsel, that such action is necessary in order to comply with its fiduciary duties imposed by Delaware law, provided that it complies with the provisions of the merger agreement, including the no solicitation provision discussed above, and simultaneously with such termination FTD has paid UOL the termination fee described below.

Fees and Expenses

(see page 122)

        Under the terms of the merger agreement, FTD must pay to UOL an amount equal to the reasonably documented out-of-pocket fees and expenses actually incurred by UOL and its affiliates on or prior to the termination of the merger agreement in an amount up to $3.75 million within one business day after such termination (which in each case shall be the sole and exclusive remedy of UOL and UNOLA Corp. under the merger agreement) if:

•

UOL terminates the merger agreement because the FTD board of directors changes its recommendation that the stockholders of FTD adopt the merger agreement and approve the merger and the other transactions contemplated by the merger agreement (or fails to include such recommendation in this proxy statement/prospectus) due to an intervening event; or



•

UOL or FTD terminates the merger agreement because the required approval of FTD stockholders is not obtained at the FTD special meeting or any adjournment or postponement thereof and prior to such termination an acquisition proposal was received by FTD and publicly announced and not withdrawn or abandoned (which, for purposes of this provision, refers to the definition of "acquisition proposal" as defined in such provision in the merger agreement).

        The merger agreement provides that FTD must pay UOL a termination fee of $11.75 million (which in each case shall be the sole and exclusive remedy of UOL and UNOLA Corp. under the merger agreement) if:

•

UOL terminates the merger agreement because the FTD board of directors changes its recommendation that the stockholders of FTD adopt the merger agreement and approve the merger and the other transactions contemplated by the merger agreement (or fails to include such recommendation in this proxy statement/prospectus) due to a superior proposal, or the FTD board of directors approves or recommends that FTD's stockholders tender their shares of FTD common stock in any tender or exchange offer that is an acquisition proposal (other than by UOL, UNOLA Corp. or their affiliates);



•

FTD terminates the merger agreement because, prior to the adoption of the merger agreement by the holders of a majority of the outstanding shares of FTD's common stock, it received a superior proposal, the FTD board of directors determines in good faith after consultation with outside legal counsel that it is necessary to terminate the merger agreement in order to comply with its fiduciary duties imposed by Delaware law and it has complied with the no solicitation

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provision discussed below under "The Merger Agreement—No Solicitation by FTD," and its obligations in the merger agreement relating to its recommendation and the holding of an FTD stockholder meeting;

•

UOL terminates the merger agreement because the FTD board of directors changes its recommendation that the stockholders of FTD adopt the merger agreement and approve the merger and the other transactions contemplated by the merger agreement (or fails to include such recommendation in this proxy statement/prospectus) due to an intervening event and prior to such termination an acquisition proposal has been received by FTD and publicly announced and not withdrawn or abandoned and within 12 months following the termination of the merger agreement an acquisition proposal (which, for purposes of this provision, refers to the definition of "acquisition proposal" as defined in such provision in the merger agreement) is consummated with a party that is the same as, or an affiliate of, a party to the acquisition proposal that was received by FTD prior to such termination, in which case the termination fee is set off by the amount of all expenses paid to UOL by FTD as described above; or



•

UOL or FTD terminates the merger agreement because the required approval of the FTD stockholders is not obtained at the FTD special meeting or any adjournment or postponement thereof and prior to such termination an acquisition proposal has been received by FTD and publicly announced and not withdrawn or abandoned and within 12 months following the termination of the merger agreement FTD enters into a definitive agreement providing for an acquisition proposal (which, for purposes of this provision, refers to the definition of "acquisition proposal" as defined in such provision in the merger agreement), in which case the termination fee is set off by the amount of all expenses paid to UOL by FTD as described above.

Material United States Federal Income Tax Consequences of the Merger

(see page 88)

        FTD stockholders that are "United States persons" for United States federal income tax purposes are generally subject to the following United States federal income tax considerations:

•

stockholders should generally recognize capital gain or loss in an amount equal to the difference between the fair market value of the merger consideration received for the FTD common stock held by a stockholder and such stockholder's adjusted tax basis in the FTD common stock surrendered pursuant to the merger;



•

the UOL notes received pursuant to the merger will be issued with original issue discount ("OID") if the stated principal amount due at maturity exceeds the "issue price" of such UOL notes by more than a statutorily-defined de minimis amount. If the UOL notes are issued with OID, stockholders must generally include such OID in ordinary income for United States federal income tax purposes on an annual basis as determined under a constant yield method regardless of their regular method of United States federal income tax accounting. As a result, stockholders will include OID in income in advance of the receipt of cash attributable to such income; and



•

if the "issue price" of the UOL notes received pursuant to the merger exceed their stated principal amount, each stockholder may elect to amortize the excess, or premium, against interest income over the term of the UOL notes.

        FTD stockholders that are not "United States persons" for United States federal income tax purposes are generally subject to the following United States federal income tax considerations:

•

stockholders should not generally be subject to United States federal income tax in respect of the merger consideration received in exchange for the FTD common stock surrendered pursuant to the merger; and

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•

in respect of the UOL notes received pursuant to the merger, (i) payment of interest should not generally be subject to United States federal income or withholding tax, and (ii) upon the sale, exchange, or other disposition of the UOL notes, stockholders should not generally be subject to United States federal income tax.

        FTD stockholders are urged to consult their own tax advisors regarding the United States federal income tax considerations of the merger, as well as the effects of state, local, and non-United States tax laws.

        For a more complete summary of the tax considerations of the merger, see the section entitled "The Merger—Material United States Federal Income Tax Consequences of the Merger" beginning on page 88 of this proxy statement/prospectus.

Accounting Treatment

(see page 92)

        In accordance with accounting principles generally accepted in the United States, which we refer to as GAAP, UOL will account for the merger using the purchase method of accounting for business combinations.

Comparison of Rights of UOL Stockholders and FTD Stockholders

(see page 193)

        FTD stockholders, whose rights are currently governed by the FTD second amended and restated certificate of incorporation, the FTD amended and restated bylaws and the Delaware General Corporation Law, will, upon the closing of the merger, become stockholders of UOL and their rights will be governed by the UOL amended and restated certificate of incorporation, the UOL amended and restated bylaws, the rights agreement between UOL and Computershare Trust Company, N.A. (successor in interest to U.S. Stock Transfer Corporation), as amended, and the Delaware General Corporation Law.

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SELECTED SUMMARY HISTORICAL FINANCIAL DATA OF UOL

        The following selected consolidated financial data should be read in conjunction with UOL's consolidated financial statements and related notes and Management's Discussion and Analysis of Financial Condition and Results of Operations included in UOL's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 and in its Annual Report on Form 10-K for the year ended December 31, 2007, which are incorporated by reference into this proxy statement/prospectus.

        The following table presents the consolidated statement of operations data for the quarters ended March 31, 2008 and 2007 and the consolidated balance sheet data at March 31, 2008, which are derived from UOL's unaudited condensed consolidated financial statements included in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2008. The table also presents the consolidated statements of operations data for the years ended December 31, 2007, 2006 and 2005, and the consolidated balance sheet data at December 31, 2007 and 2006. Such financial data are derived from UOL's audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2007. Additionally, the table presents the consolidated statements of operations data for the year ended December 31, 2004, the six months ended December 31, 2003 and the year ended June 30, 2003 and the consolidated balance sheet data at December 31, 2004 and 2003 and June 30, 2003, which financial data are derived from UOL's audited consolidated financial statements that are not included or incorporated by reference into this proxy statement/prospectus.

        In UOL's opinion, such unaudited consolidated financial statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of UOL's financial position and results of operations for such periods. Interim results for the quarter ended March 31, 2008 are not necessarily indicative of, and are not projections for, the results to be expected for the full fiscal year ending December 31, 2008.

        The selected historical financial data below should be read in conjunction with the consolidated financial statements and accompanying notes that are incorporated by reference into this proxy statement/prospectus.

        The following amounts are in thousands, except per share data:

(1)

UOL recorded restructuring charges of $3.4 million in the year ended December 31, 2007.

(2)

In April 2006, UOL acquired MyPoints. The results of MyPoints are included in UOL's consolidated statements of operations from the date of acquisition. For additional information regarding UOL's acquisitions, see Note 2—"Acquisitions" of the Notes to the Consolidated Financial Statements, which appears in Part II, Item 8 of UOL's Annual Report on Form 10-K for the year ended December 31, 2007, which Form 10-K is incorporated by reference into this proxy statement/prospectus. Additionally, in the quarter ended December 31, 2006, UOL recorded a $13.3 million ($8.0 million, net of tax) impairment charge for goodwill, intangible assets and long-lived assets.

(3)

In November 2004, UOL acquired Classmates. The results of Classmates are included in UOL's consolidated statements of operations from the date of acquisition. Net income included NOL tax benefits of $68.6 million for the year ended December 31, 2004.

(4)

Net income included NOL tax benefits of $12.3 million for the six months ended December 31, 2003.

(5)

Net income included NOL tax benefits of $4.3 million for the year ended June 30, 2003.

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SELECTED SUMMARY HISTORICAL FINANCIAL DATA OF FTD

        The following table sets forth the selected historical data for FTD, Inc., the predecessor of FTD, which is referred to as the "Predecessor," as of and for the fiscal year ended June 30, 2003 and for the period from July 1, 2003 through February 23, 2004, FTD's selected historical data for the period from February 24, 2004 through June 30, 2004, as of June 30, 2004, and as of and for the fiscal years ended June 30, 2005, 2006 and 2007 and as of and for the nine months ended March 31, 2007 and 2008. On February 24, 2004, FTD completed a going private merger transaction with an affiliate of Leonard Green, in which a wholly owned subsidiary of FTD merged with and into the Predecessor, with the Predecessor continuing as the surviving corporation, which transaction we refer to as the "2004 Going Private Transaction." The results of operations presented herein for all periods prior to the completion of the 2004 Going Private Transaction are the results of operations of the Predecessor, which results are not comparable to the results of operations of FTD for all periods subsequent to the completion of the 2004 Going Private Transaction. The selected consolidated statements of operations data for the fiscal years ended June 30, 2005, 2006 and 2007 and the selected consolidated balance sheet data as of June 30, 2006 and 2007 have been derived from FTD's audited consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended June 30, 2007, and which are incorporated by reference into this proxy statement/prospectus. The selected consolidated statements of operations data for the period from July 1, 2003 through February 23, 2004 and the period from February 24, 2004 through June 30, 2004 and the selected consolidated balance sheet data as of June 30, 2003, 2004 and 2005 have been derived from FTD's and the Predecessor's, as the case may be, audited consolidated financials statements which are not included or incorporated by reference in this proxy statement/prospectus. The selected consolidated financial information as of and for the nine-month periods ended March 31, 2007 and 2008 is derived from FTD's unaudited consolidated financial statements included in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, and incorporated by reference into this proxy statement/prospectus. In FTD's opinion, such unaudited consolidated financial statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of FTD's financial position and results of operations for such periods. Interim results for the nine months ended March 31, 2008 are not necessarily indicative of, and are not projections for, the results to be expected for the full fiscal year ending June 30, 2008.

        The selected historical financial data below should be read in conjunction with the consolidated financial statements and accompanying notes that are incorporated by reference into this proxy statement/prospectus. The following amounts are presented in thousands, except per share data.

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(1)

The financial data for periods prior to February 24, 2004 ("Predecessor Basis of Accounting") are presented for comparative purposes and consist of the financial data of the Predecessor prior to the completion of the 2004 Going Private Transaction.

(2)

During the year ended June 30, 2005, FTD recorded costs of $13.9 million related to the management services agreement with Leonard Green, which included $12.5 million related to the termination of the management services agreement as a component of selling, general and administrative expenses.

(3)

During the period from February 24, 2004 through June 30, 2004, FTD recorded severance costs of $3.3 million as a component of selling, general and administrative expenses associated with the departure of certain of FTD's senior executives shortly following the consummation of the 2004 Going Private Transaction.

(4)

During the period from July 1, 2003 through February 23, 2004, the Predecessor recorded merger related expenses of $23.4 million related to the 2004 Going Private Transaction as a component of selling, general and administrative expenses.

(5)

During the period from July 1, 2003 through February 23, 2004, the Predecessor recorded as a component of other expense, net, a gain of $1.5 million as a result of a settlement with the insurance carrier that maintained a policy covering the Predecessor and its directors and officers. In addition, the Predecessor entered into a Senior Secured Credit Facility (the "2004 Credit Agreement"). As a result of entering into the 2004 Credit Agreement, unamortized deferred financing costs associated with the then existing debt were expensed by the Predecessor, resulting in a net loss on extinguishment of debt of $0.4 million, which was included in other expense, net.

(6)

In fiscal year 2003, the Predecessor recorded as a component of other expense, net, a charge of $11.0 million related to the recording of a liability associated with the settlement of the consolidated shareholder class action litigation related to the Predecessor's 2002 merger with FTD.COM, including administrative costs.

(7)

Working capital (deficit) represents total current assets (excluding cash and cash equivalents) less current liabilities (excluding the current portion of long term debt).

(8)

The fiscal year ended June 30, 2007 and the nine months ended March 31, 2007 include eleven months and eight months, respectively, as the international business segment was formed on July 31, 2006 as a result of the acquisition of Interflora.

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS OF UOL

        On April 30, 2008, UOL and FTD entered into a merger agreement pursuant to which an indirect wholly owned subsidiary of UOL will merge with and into FTD, with FTD thereupon becoming an indirect wholly owned subsidiary of UOL. In the proposed merger, FTD stockholders will receive 0.4087 of a share of UOL common stock, $3.31 principal amount of UOL notes and $7.34 in cash for each share of FTD stock, subject to adjustment as described under "The Merger Agreement—Change in Cash Merger Consideration Upon Receipt of Additional Financing or a Classmates IPO" beginning on page 98 of this proxy statement/prospectus. The total value of the merger consideration is approximately $15.08 per share of FTD common stock, based on the closing price of UOL common stock of $10.83 on April 29, 2008, the last trading day before public announcement of the merger.

        The purchase price, including transaction costs, is allocated to FTD's underlying net liabilities assumed, based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of FTD's net liabilities assumed is recorded as goodwill. Based on a preliminary analysis, identifiable, definite-lived intangible assets acquired will be amortized on a straight-line basis over estimated lives ranging from two to six years. The acquired trademarks and trade names have been determined to be indefinite-lived intangible assets. In accordance with Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets, goodwill and identifiable indefinite-lived intangible assets will not be amortized but will be reviewed for impairment on an annual basis or when events occur or circumstances change that would more likely than not indicate that goodwill and identifiable indefinite-lived intangible assets might be permanently impaired. The purchase price allocation may change when UOL completes its final analysis of the fair values of FTD's net liabilities assumed. The impact of the allocation of the purchase price to goodwill and other identifiable intangible assets could be material to UOL's future operating results.

        The unaudited pro forma condensed combined balance sheet at March 31, 2008 gives effect to the acquisition of FTD as if it had occurred on March 31, 2008 and combines the historical unaudited consolidated balance sheets of UOL and FTD. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2007 and the quarter ended March 31, 2008 give effect to the acquisition of FTD as if it had occurred on January 1, 2007 and combines the historical consolidated statements of operations of UOL and FTD.

        The unaudited pro forma condensed combined financial statements are based on estimates and assumptions set forth in the notes to these financial statements. These estimates and assumptions are preliminary and have been made solely for purposes of developing the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and are not necessarily indicative of the consolidated financial position or results of operations of future periods or the results that actually would have been realized had the merger occurred on the dates indicated above. The unaudited pro forma condensed combined financial statements are based upon the respective historical consolidated financial statements of UOL and FTD and the related notes to those financial statements as of and for the periods indicated (see Note 1) and should be read in conjunction with those financial statements and the related notes. Certain reclassifications have been made to conform FTD's historical financial statements to the presentation of UOL's historical financial statements (see Notes 2(m) - 2(o) and 2(q) - 2(u)).

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UOL

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

MARCH 31, 2008

(in thousands)