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  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 6/27/08  Classmates Media CORP             S-4                    5:299                                    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  1,988K 
                          Business-Combination Transaction                       
 2: EX-23.1     Consent of Experts or Counsel                       HTML      9K 
 3: EX-23.2     Consent of Experts or Counsel                       HTML      9K 
 4: EX-99.2     Miscellaneous Exhibit                               HTML     12K 
 5: EX-99.3     Miscellaneous Exhibit                               HTML     15K 

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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.

 
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