UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 19, 2016

United Online, Inc.

(Exact Name of Registrant as Specified in Charter)

21255 Burbank Boulevard, Suite 400
Woodland Hills, California 91367
(Address of Principal Executive Offices) (Zip Code)

Telephone: (818) 287-3000
(Registrant’s telephone number, including area code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Item 2.01.       Completion of Acquisition or Disposition of Assets.

On April 19, 2016, Classmates Media Corporation (“Seller”), a Delaware corporation and wholly-owned subsidiary of United Online, Inc., a Delaware corporation (“United Online”), completed the sale of all of the stock of its wholly-owned subsidiary, MyPoints.com, Inc., a Delaware corporation (“MyPoints”), to Prodege, LLC, a California limited liability company (“Purchaser”), pursuant to the Stock Purchase Agreement, dated as of and entered into on April 19, 2016, by and among Purchaser, United Online and Seller (the “Agreement”).  The purchase price received for MyPoints was approximately $13,000,000 in cash, subject to a post-closing purchase price adjustment.  Under the terms of the Agreement, Seller transferred to the Purchaser all of the outstanding equity interests in MyPoints.

The description of the disposition of assets set forth above is qualified in its entirety by reference to the Agreement, which United Online intends to file with the Securities and Exchange Commission.

Item 9.01.       Financial Statements and Exhibits.

(b)       Pro Forma Financial Information.

The following unaudited pro forma condensed consolidated financial statements are attached as Exhibit 99.1 and are incorporated herein by reference.

·                  Unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2015, 2014 and 2013.

·                  Unaudited pro forma condensed consolidated balance sheet as of December 31, 2015.

·                  Notes to unaudited pro forma condensed consolidated financial statements.

(d)       Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX