Attached files
file | filename |
---|---|
EX-32.1 - EXHIBIT 32.1 - Here Media Inc. | c99971exv32w1.htm |
EX-31.2 - EXHIBIT 31.2 - Here Media Inc. | c99971exv31w2.htm |
EX-32.2 - EXHIBIT 32.2 - Here Media Inc. | c99971exv32w2.htm |
EX-31.1 - EXHIBIT 31.1 - Here Media Inc. | c99971exv31w1.htm |
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
(Mark One) |
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2009
OR
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
Commission File Number: 000-53690
HERE MEDIA INC.
(Exact name of registrant as specified in its charter)
DELAWARE | 26-3962587 | |
(State or other jurisdiction of | (I.R.S. Employer | |
Incorporation or organization) | Identification No.) | |
10990 WILSHIRE BOULEVARD, PENTHOUSE, | ||
LOS ANGELES, CA | 90024 | |
(Address of principal executive offices) | (Zip Code) |
(310) 806-4288
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Name of Each Exchange on Which Registered | |
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 Par Value per Share
Common Stock, $0.001 Par Value per Share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes
o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act. Yes
o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to filing requirements for the past 90 days. Yes þ No o
Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate
Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to
submit and post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. þ
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 large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company þ | |||
(Do not check if a smaller reporting company) |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes o No þ
The aggregate market value of the voting common equity held by nonaffiliates of the
registrant, computed by reference to the average bid and asked price on June 30, 2009, the last
business day of the registrants most recently completed second fiscal quarter, cannot be computed
as the registrants common stock was not trading on such date. The registrant has no non-voting
common equity.
As of March 31, 2010, there were 20,700,675 shares of the registrants common stock, $0.001
par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Not applicable
Not applicable
EXPLANATORY NOTE
We are filing this Amendment No. 1 on Form 10-K/A for the year ended December 31,
2009 to amend our Form 10-K originally filed with the Securities and Exchange Commission,
or the SEC, on March 31, 2010. We are filing this amendment solely for the purpose of
providing information required by Part III of Form 10-K, because we do not anticipate
that our Information Statement for our 2010 Annual Meeting of Stockholders will be filed
within 120 days after the end of our 2009 fiscal year. In addition, in connection with
the filing of this Amendment No. 1 and pursuant to Rules 12b-15 and 13a-14(a) under the
Securities Exchange Act of 1934, as amended (which we refer to as the Exchange Act), we
are including with this Amendment No. 1 currently dated certifications required by such
Rules.
Unless otherwise expressly stated, this Amendment No. 1 does not reflect events
occurring after the filing of the original Form 10-K, or modify or update in any way
disclosures contained in the original Form 10-K.
Table of Contents
Page | ||||||||
PART III |
||||||||
1 | ||||||||
3 | ||||||||
4 | ||||||||
5 | ||||||||
6 | ||||||||
PART IV |
||||||||
7 | ||||||||
9 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 | ||||||||
Exhibit 32.2 |
Special Note Regarding Forward-Looking Statements
Certain statements set forth in this Annual Report on Form 10-K/A for the year ended
December 31, 2009, constitute forward-looking statements as that term is defined in the
Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect
managements current beliefs and estimates of future economic circumstances, industry
conditions, company performance or financial results. Forward-looking statements include
statements concerning the possible or assumed future results of operations of the
Company. Such statements typically are preceded by, followed by or include words such as
future, potential, anticipate(s), expect, believe(s), intend, estimate,
predict, may, see, plan, further improve, outlook, should, or similar words
or phrases. Forward-looking statements are not guarantees of future performance or
results. They involve risks, uncertainties and assumptions, many of which are outside of
our control or our ability to accurately predict. You should understand that many
factors, in addition to those discussed elsewhere in this document, could affect the
future results of the Company and could cause those results to differ materially and
adversely from those expressed in our forward-looking statements. Additional information
concerning these important factors can be found in our filings with the Securities and
Exchange Commission (SEC). Forward-looking statements in this Annual Report on Form
10-K/A should be evaluated in light of these important factors.
You should not place undue reliance on the forward-looking statements included in
this Annual Report on Form 10-K/A, which apply only as of the date of this Annual Report
on Form 10-K/A. We expressly disclaim any duty to update the forward-looking statements,
and the estimates and assumptions associated with them, after the date of this Annual
Report on Form 10-K/A to reflect changes in circumstances or expectations or the
occurrence of unanticipated events, except to the extent required by applicable
securities laws.
i
Table of Contents
PART III
Item 9. | Directors, Executive Officers and Corporate Governance |
Here Media Inc. (Here Media or the Company) is the parent company of Here
Networks, LLC (Here Networks), Here Publishing Inc. (formerly named Regent
Entertainment Media Inc.) (Here Publishing) and PlanetOut Inc. (PlanetOut). We refer
to Here Networks and Here Publishing collectively as the HMI Entities. Here Media was
incorporated in Delaware in January 2009 in connection with the business combination of
the HMI Entities and PlanetOut, which was completed on June 11, 2009. References to
we, us and our are used to refer collectively to the parent company and the
subsidiaries through which our various businesses are actually conducted.
DIRECTORS AND EXECUTIVE OFFICERS
Our certificate of incorporation and bylaws provide that our Board of Directors, or
the Board, is divided into three classes, with each class having a three-year term. Only
persons elected by a majority of the remaining directors may fill vacancies on our Board.
A director elected by our Board to fill a vacancy in a class (including a vacancy
created by an increase in the number of directors) will serve until the next election of
the class for which this director has been elected and until his or her successor has
been duly elected and qualified. Our Board presently has two members and one vacancy.
The following table sets forth information regarding our current directors and
executive officers:
Expiration of | ||||||||||
Name | Age | Position | Initial Term | |||||||
Paul A. Colichman
|
48 | Chief Executive Officer and President, Director | 2011 | |||||||
Stephen P. Jarchow
|
58 | Chairman of the Board of Directors | 2012 | |||||||
Tony Shyngle
|
49 | Chief Financial Officer | N/A |
Paul A. Colichman is the Chief Executive Officer and President of Here Media and has
served in this capacity since the completion of the business combination between the HMI
Entities and PlanetOut in June 2009. Prior to the business combination, Mr. Colichman
served as the Chief Executive Officer of Here Networks since it commenced operations in
2004 and Here Publishing since it commenced operations in 2008. Mr. Colichmans career
in the motion picture industry has spanned 34 years, and over the course of his career,
Mr. Colichman has been involved in the production and distribution of over 200 motion
pictures. He has also produced or created thousands of hours of television programming,
including made-for-TV movies, talk shows, live events and original series. Mr. Colichman
holds a B.A. and an MBA (with honors) from UCLA.
Stephen P. Jarchow is the Chairman of the Board of Directors of Here Media and has
served in this capacity since the completion of the business combination between the HMI
Entities and PlanetOut in June 2009. Prior to the business combination, Mr. Jarchow
served as the Chairman of the Board of Directors of Here Networks since it commenced
operations in 2004 and Here Publishing since it commenced operations in 2008. Mr.
Jarchow is also Chairman of Jarchow Investment Group since 1990. Mr. Jarchows career in
the media and entertainment industry has spanned 17 years, and over the course of his
career, Mr. Jarchow has been involved in the production or distribution of more than 150
motion pictures. He serves on the Board of Trustees of Otis College of Art and Design
since 2007 and has been an adjunct professor of entertainment law at Southern Methodist
University. He began his career as a tax and real estate lawyer and subsequently became
a partner at Lincoln Property Company from 1983 through 1987, a Texas-based international
real estate development company, and a senior managing director at Bear Stearns & Co.
Inc. from 1987 through 1989. Mr. Jarchow received a B.B.A., M.S. and J.D. (with honors)
from the University of Wisconsin-Madison. Mr. Jarchow has written five books on real
estate and finance.
1
Table of Contents
Tony Shyngle is the Chief Financial Officer of Here Media and has served in this
capacity since the completion of the business combination between the HMI Entities and
PlanetOut in June 2009. Mr. Shyngle is also the Principal Accounting Officer of Here
Media, which office he has held since January 2009. Prior to the business combination,
Mr. Shyngle served as the Senior Vice President of Finance and Operations of Here
Networks and Here Publishing, which offices he held from July 2007 and August 2008,
respectively, to June 2009. Mr. Shyngle served as Executive Vice President of Accounting
and Corporate Controller of Regent Worldwide Sales, LLC from December 2005 and September
2004, respectively, through July 2007. Prior to joining Regent Worldwide Sales, LLC in
September 2004, Mr. Shyngle served as the Director of Accounting in the theatrical film
and television group at NBCUniversal. Mr. Shyngle was an Auditor at Deloitte & Touche,
LLP, where he was involved in financial statement audits, SEC filings, initial public
offerings, and internal control audits of multinational corporations. Mr. Shyngle has
several years of diversified financial management experience and holds a B.S. in
Accounting from California State University, Los Angeles. He is a Certified Public
Accountant (inactive) in the State of California.
BOARD MEETINGS AND COMMITTEES
Board Meetings
Given the size of the Company and its Board, much of the Boards decision making is
accomplished through telephone calls and informal meetings or through resolutions adopted
by written consent of the directors. In 2009, the Board held one formal Board meeting
which was attended by all of the directors.
Audit Committee
Our Board functions as an audit committee and performs some of the same functions as
an audit committee including: (1) selection and oversight of our independent registered
public accounting firm; (2) establishing procedures for the receipt, retention and
treatment of complaints regarding accounting, internal controls and auditing matters; and
(3) engaging outside advisors. Our stock is not listed on any stock exchange and we are
therefore not required to have an audit committee comprised of independent directors.
Compensation and Nominating Committees
As noted above, we are not a listed company and are therefore not required to
have, and do not currently have, a compensation committee or a nominating committee of
our Board. Our Board performs some of the same functions as a nominating committee
including: (i) reviewing Board structure, composition and practices; (ii) soliciting and
reviewing qualifications of candidates for election to our Board; (iii) overseeing
compliance with our Code of Business Conduct and Ethics; and (iv) overseeing compliance
with corporate governance requirements.
Our bylaws contain provisions that address the process by which a stockholder may
nominate an individual to stand for election to our Board at our annual meeting of
stockholders. In addition, the Board will consider qualified candidates suggested by
stockholders for nomination to serve as directors. Any stockholder who wishes to
recommend a prospective director nominee for the Boards consideration may do so by
giving the candidates name and qualifications in writing to the attention of our
corporate secretary at our principal executive offices at 10990 Wilshire Boulevard,
Penthouse, Los Angeles, CA 90024. We will forward suggestions that we receive to the
Board for further review and consideration. Stockholder suggestions are encouraged to be
submitted to our corporate secretary at least six months prior to the one-year
anniversary of the previous years annual meeting of stockholders to ensure time for
meaningful consideration.
CODE OF BUSINESS CONDUCT AND ETHICS
We have adopted a Code of Business Conduct and Ethics (the Code) that applies to
our chief executive officer and senior financial officers; including our chief financial
officer, who is also our principal accounting officer; and controller, as well as to all
of our employees and directors. The Code can be viewed on our corporate website at
http://www.heremedia.com/company/code_of_business_conduct_and_ethics.html. We intend to
disclose any amendments to, or waivers from, the Code provisions applicable to our chief
executive officer and senior financial officers, including our chief financial officer,
principal accounting officer and controller, or with respect to the required elements of
the Code on our corporate website as well.
2
Table of Contents
Item 10. | Executive Compensation |
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Directors are paid annual fees of $24,000 each for their service as directors.
Messrs. Colichman and Jarchow have each elected to receive salaries of $1.00 for their
services as executive officers during the first year following consummation of the
business combination between the HMI entities and PlanetOut in June 2009.
The following table sets forth information regarding the total compensation paid to
our directors and executive officers for their services for the period from June 11, 2009
through December 31, 2009.
Summary
Compensation Table
All Other | ||||||||||||||||||||
Name and Principal Position | Period | Salary | Bonus | Compensation | Total | |||||||||||||||
Paul A. Colichman Chief Executive Officer, President and Director |
June 11, 2009 December 31, 2009 |
$ | 1 | $ | | $ | 14,000 | (1) | $ | 14,001 | ||||||||||
Stephen P. Jarchow Chairman of the Board of Directors |
June 11, 2009 December 31, 2009 |
$ | 1 | $ | | $ | 14,000 | (1) | $ | 14,001 | ||||||||||
Tony Shyngle Chief Financial Officer |
June 11, 2009 December 31, 2009(2) |
$ | 102,964 | $ | | $ | 3,757 | (3) | $ | 106,721 | ||||||||||
Andrew Tow(4) Chief Operating Officer of Here Networks |
June 11, 2009 December 31, 2009 |
$ | 366,268 | $ | | $ | 435 | (5) | $ | 366,703 |
(1) | This amount represents $14,000 of fees for services as a director earned during the period from June 11, 2009 through December 31, 2009, but not paid as of December 31, 2009. | |
(2) | Mr. Shyngle became an executive officer on July 17, 2009. | |
(3) | This amount includes $3,427 of 401(k) plan matching contributions and $330 of disability insurance premiums treated as additional compensation. | |
(4) | Mr. Tow is the Chief Operating Officer of Here Networks. | |
(5) | This amount represents $435 of disability insurance premiums treated as additional compensation. |
EMPLOYMENT AGREEMENTS
Under the employment agreement with Mr. Shyngle, Mr. Shyngle will be paid his base
salary for a term of six months from the date of termination, or $125,000, if he is
terminated by the Company without cause, or if Mr. Shyngle terminates the employment
agreement due to a material breach of the employment agreement by the Company, relocation
of the Companys principal executive offices in excess of thirty miles from Los Angeles,
California during the term of the employment agreement without Mr. Shyngles prior
written consent or a filing for bankruptcy protection or reorganization by the Company.
OPTIONS / SAR GRANTS / OTHER LONG TERM COMPENSATION
We did not grant stock awards, stock options or stock appreciation rights during the
year ended December 31, 2009, nor do we have any of such rights outstanding from prior
years. We do not provide non-equity incentive plan compensation or non-qualifying
deferred compensation.
3
Table of Contents
Item 11. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
The table below sets forth information regarding the beneficial ownership of our
common stock as of March 31, 2010 by: (i) each person or entity known by us to own
beneficially more than 5% of our outstanding shares of common stock; (ii) each executive
officer named in the Summary Compensation Table; (iii) each director; and (iv) all
executive officers and directors as a group. The percentage of beneficial ownership is
based on 20,700,675 shares outstanding as of March 31, 2010.
Beneficial Ownership (1) | ||||||||
Number of | Percent of | |||||||
Name and Address of Beneficial Owner | Shares | Class | ||||||
Greater than 5% Stockholders |
||||||||
Here Management LLC (2) |
15,590,756 | 75 | % | |||||
Officers and Directors |
||||||||
Stephen P. Jarchow (3) |
623,630 | 3 | % | |||||
Paul A. Colichman (3) |
415,754 | 2 | % | |||||
Tony Shyngle |
| | ||||||
All executive officers and directors as a
group (3 persons) |
1,039,384 | 5 | % |
(1) | This table is based upon information supplied by officers, directors and principal stockholders and Schedules 13D and 13G filed with the SEC. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each of the persons and entities named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. The principal address of each of the persons and entities named in this table is: c/o Here Media Inc., 10990 Wilshire Boulevard, Penthouse, Los Angeles, California 90024. | |
(2) | Mr. Jarchow owns 51%, Mr. Colichman owns 35% and Mr. Andrew Tow owns 10% of the membership interests in, and are the only voting members of, Here Management LLC. | |
(3) | Does not include 15,590,756 shares owned by Here Management LLC. |
4
Table of Contents
Item 12. | Certain Relationships and Related Transactions, and Director Independence |
CERTAIN RELATIONSHIPS AND TRANSACTIONS
During the year ended December 31, 2009, we sold accounts receivable of
approximately $3,200,000 without recourse to Mr. Colichman and Mr. Jarchow and received
$3,200,000 in cash.
In August 2009, we entered into a line of credit agreement with Mr. Colichman and a
separate line of credit agreement with Mr. Jarchow (collectively, the Agreements),
which set forth the terms upon which Mr. Colichman and Mr. Jarchow (collectively, the
Lenders) may lend up to $2,000,000 and $3,000,000, respectively, to us in their
respective discretion as and when requested by us from time to time until August 17,
2011. The outstanding principal balance of advances made under the Agreements accrue
interest at a rate equal to the U.S. prime rate, as set forth in the Wall Street Journal,
plus 1.00% per annum (4.25% at December 31, 2009). Advances made under the Agreements
are secured by the collateral specified in the Agreements, including certain domain names
owned by us or under our control, trademarks and tradenames. The Agreements provide for
customary events of default. Upon an event of default, the Lenders may declare all or
any part of the outstanding principal balance of the advances to be immediately due and
payable. During the year ended December 31, 2009, the largest amount of our borrowings
under the Agreements outstanding at any time was approximately $4,018,000, we made
repayments of approximately $241,000 under the Agreements and we recognized approximately
$58,000 of interest expense related to those borrowings. As of December 31, 2009, we had
approximately $3,835,000 of principal outstanding under the Agreements.
Here Management, LLC (Here Management) is the controlling stockholder of Here
Media and is 51% owned by Mr. Jarchow, and 35% owned by Mr. Colichman. Mr. Jarchow and
Mr. Colichman are also the majority stockholders of Regent Releasing LLC (Regent
Releasing), Oxford Media LLC (Oxford Media), Studios Funding LLC (Studios Funding),
Convergent Funding LLC (Convergent Funding), Regent Studios LLC (Regent Studios),
Hyperion Media LLC (Hyperion), Regent Worldwide Sales LLC (RWS), Regent Entertainment
International Inc. and Regent Entertainment Partnership, L.P. (collectively, the
Affiliates). During the years ended December 31, 2008 and 2009, we were a party to
agreements with certain of the Affiliates related to publicity and marketing agreements,
service agreements, barter agreements, expense sharing arrangements, and the acquisition,
licensing or distribution of programming and motion pictures.
Publicity and marketing agreements
We had several one-year publicity and marketing agreements with Regent
Releasing, whose terms expired in the first quarter of fiscal 2009. Under these
agreements, Regent Releasing agreed to pay a total of approximately $16,696,000 in
consulting fees over the terms of the agreements for use of our marketing staff expertise
in creating content and strategically releasing films and for providing assistance with
marketing plans, press releases and advertising campaigns. During the years ended
December 31, 2008 and 2009, we recognized revenue of approximately $14,017,000 and
$2,680,000, respectively, under these agreements.
Service agreements
We have three ongoing service agreements with Hyperion. Under the agreements with
Hyperion, we provide circulation, production and information technology services for a
monthly fee of approximately $13,000. During the years ended December 31, 2008 and 2009,
we recognized revenue of zero and approximately $138,000, respectively, under the
agreements with Hyperion.
Barter agreements
We have barter agreements with Regent Releasing under which Regent Releasing
supplies us with program license rights in exchange for advertising in our print
publications and on our websites. During the years ended December 31, 2008 and 2009, we
recognized revenue of zero and approximately $437,000, respectively, and cost of revenue
of zero and approximately $1,000, respectively, under the barter agreements with Regent
Releasing.
5
Table of Contents
Expense sharing arrangements
We and our Affiliates share certain general and administrative expenses. Expenses
shared by us and our Affiliates require the use of judgments and estimates in determining
the allocation of expenses. Prior to the business combination on June 11, 2009, these
shared expenses included salary and other non-payroll related costs. Allocation of
salary costs between us and our Affiliates was performed on an individual employee basis
and was based upon the proportionate share of each employees time spent per affiliate
company. Non-payroll costs, such as insurance, office rent, utilities, information
technology and other office expenses were allocated in proportion to allocated payroll
costs. Subsequent to the business combination on June 11, 2009, the sharing of employees
with our Affiliates has been eliminated and non-payroll costs have been allocated between
us and our Affiliates based primarily on usage. Our management believes the allocation
methodology is reasonable and represents managements best available estimate of actual
costs incurred by each company.
Acquisition, licensing or distribution of programming and motion pictures
During the year ended December 31, 2009, we received approximately $1,200,000 from
Oxford Media for sub-licensing rights to distribute certain motion picture and television
programs.
During the year ended December 31, 2008, we entered into license agreements with
Studios Funding and Convergent Funding for programming rights, which agreements provided
for payments aggregating approximately $3,115,000 and $415,000, respectively, over terms
of one to 15 years. During the year ended December 31, 2009, we entered into license
agreements with Studios Funding, RWS, Convergent Funding and Regent Releasing for
programming rights, which agreements provided for payments aggregating approximately
$2,452,000, $1,700,000, $1,441,000 and $744,000, respectively, over terms of one to 15
years. Rights to programs available for broadcast under program license agreements are
initially recorded at the beginning of the license period on the basis of the amounts of
total license fees payable under the license agreements and are charged to operating
expense over the license period, generally one to 15 years.
Item 13. | Principal Accountant Fees and Services |
Audit Fees
During the fiscal years ended December 31, 2008 and 2009, we paid $151,950 and
$675,683, respectively, aggregate fees to our independent accounting firm, Stonefield
Josephson, Inc. (Stonefield), for professional services rendered in connection with
the audit of our annual financial statements and for the reviews of the financial
statements included in our Form 10-Q quarterly reports, and other services that are
normally provided by independent auditors in connection with statutory and regulatory
filings or engagements for those fiscal years.
Audit Related Fees
Audit related fees include fees for assurance and related services reasonably
related to the performance of the audit or review of our financial statements. We paid
no audit related fees to Stonefield for services related to the performance of their
audit and review of financial statements that are not included in audit fees above for
the fiscal years ended December 31, 2008 or 2009.
Tax Fees
Tax fees include fees for compliance, tax advice and tax planning services. No tax
fees were paid to Stonefield during the fiscal years ended December 31, 2008 or 2009.
Other Fees
No fees other than those described above were paid to Stonefield during the fiscal
years ended December 31, 2008 or 2009.
6
Table of Contents
PART IV
Item 14. | Exhibits and Financial Statement Schedules |
(a) | The following documents are filed as part of this report: |
Financial Statements; See Index to Financial Statements at Item 7 on page 16 of the
Annual Report on Form 10-K originally filed on March 31, 2010.
Exhibits are incorporated herein by reference or are filed with this report as
indicated below (numbered in accordance with Item 601 of Regulation S-K):
Exhibit | ||||
Number | Description of Documents | |||
2.1 | Agreement and Plan of Merger, dated as of January 8, 2009, by and among Here Media Inc.,
PlanetOut Inc., HMI Merger Sub, Inc. and other parties signatory thereto (incorporated by
reference to Annex C to the Form 242(b) filing with the SEC on May 20, 2009, supplementing the
Prospectus filed on the Registration Statement on Form S-4, effective May 14, 2009) |
|||
2.2 | First Amendment to Agreement and Plan of Merger, dated as of April 27, 2009, by and among
PlanetOut Inc., Here Media Inc., HMI Merger Sub, Inc. and the HMI Owners and HMI Entities
signatory thereto (incorporated by reference to Exhibit 2.2 to Amendment No. 3 to the
Registration Statement on Form S-4 filed with the SEC on April 30, 2009) |
|||
2.3 | Letter Agreement, dated as of May 13, 2009, by PlanetOut Inc. and Here Media Inc. (incorporated
by reference to Exhibit 2.3 to Amendment No. 4 to the Registration Statement on Form S-4 filed
with the SEC on May 14, 2009) |
|||
2.4 | Second Amendment to Agreement and Plan of Merger, dated as of June 1, 2009, by and among
PlanetOut Inc., Here Media Inc., HMI Merger Sub, Inc. and the HMI Owners and HMI Entities
signatory thereto (incorporated by reference to Exhibit 2.1 to PlanetOut Inc.s current report on
Form 8-K filed on June 4, 2009) |
|||
3.1 | Amended and Restated Certificate of Incorporation of Here Media Inc. (incorporated by reference
to Exhibit 3.2 to Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 filed
with the SEC on June 10, 2009) |
|||
3.2 | Amended and Restated Bylaws of Here Media Inc. (incorporated by reference to Exhibit 3.4 to
Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 filed with the SEC on
June 10, 2009) |
|||
4.1 | Form of Certificate representing the Common Stock, par value $0.001 per share, of Here Media Inc.
(incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-4 filed with
the SEC on January 15, 2009) |
|||
4.2 | Form of Certificate representing the Special Stock, par value $0.001 per share, of Here Media
Inc. (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Registration Statement
on Form S-4 filed with the SEC on March 5, 2009) |
|||
10.1 | Employment Agreement, dated as of December 15, 2005, between Regent Worldwide Sales, LLC (RWS)
and Tony Shyngle, as amended by Letter Agreement, dated as of July 18, 2007, and further amended
by Letter Agreement, dated as of July 6, 2009 (incorporated by reference to Exhibit 10.1 to our
Quarterly Report on Form 10-Q, File No. 000-53690, filed with the SEC on August 14, 2009) |
|||
10.2 | Bill of Sale, Assignment and Indemnification Agreement, dated as of May 12, 2009, between Regent
Entertainment Media Inc. and Stephen P. Jarchow and Paul Colichman (incorporated by reference to
Exhibit 10.2 to our Quarterly Report on Form 10-Q, File No. 000-53690, filed with the SEC on
August 14, 2009) |
7
Table of Contents
Exhibit | ||||
Number | Description of Documents | |||
10.3 | First Amendment To Bill of Sale, Assignment and Indemnification Agreement, effective as of May
12, 2009, between Regent Entertainment Media Inc. and Stephen P. Jarchow and Paul Colichman
(incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q, File No.
000-53690, filed with the SEC on August 14, 2009) |
|||
10.4 | Bill of Sale, Assignment and Indemnification Agreement, dated as of June 5, 2009, between Regent
Entertainment Media Inc. and Stephen P. Jarchow and Paul Colichman (incorporated by reference to
Exhibit 10.4 to our Quarterly Report on Form 10-Q, File No. 000-53690, filed with the SEC on
August 14, 2009) |
|||
10.5 | First Amendment To Bill of Sale, Assignment and Indemnification Agreement, effective as of June
5, 2009, between Regent Entertainment Media Inc. and Stephen P. Jarchow and Paul Colichman
(incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q, File No.
000-53690, filed with the SEC on August 14, 2009) |
|||
10.6 | Line of Credit Agreement, dated as of August 17, 2009, between Here Media Inc. and Stephen P.
Jarchow (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q, File No.
000-53690, filed with the SEC on November 13, 2009) |
|||
10.7 | Line of Credit Agreement, dated as of August 17, 2009, between Here Media Inc. and Paul A.
Colichman (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q, File
No. 000-53690, filed with the SEC on November 13, 2009) |
|||
10.8 | Purchase and Sale Agreement/Security Agreement, dated December 14, 2009, between Amegy Bank
National Association and Here Media Inc., Here Publishing Inc., PlanetOut Inc. and Here Networks
L.L.C. (incorporated by reference to Exhibit 10.8 to our Annual Report on Form 10-K, file No.
000-53690, filed with the SEC on March 31, 2010) |
|||
21.1 | List of subsidiaries (incorporated by reference to Exhibit 21.1 to our Annual Report on Form
10-K, file No. 000-53690, filed with the SEC on March 31, 2010) |
|||
24.1 | Power of Attorney (incorporated by reference to Exhibit 24.1 to our Annual Report on Form 10-K,
file No. 000-53690, filed with the SEC on March 31, 2010) |
|||
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|||
31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|||
32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|||
32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
8
Table of Contents
SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized on this 29th day of April 2010.
HERE MEDIA INC. |
||||
By: | /s/ TONY SHYNGLE | |||
Tony Shyngle | ||||
Chief Financial Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ PAUL A. COLICHMAN
|
Chief Executive Officer, President and Director | April 29, 2010 | ||
Paul A. Colichman
|
(Principal Executive Officer) | |||
/s/ TONY SHYNGLE
|
Chief Financial Officer | April 29, 2010 | ||
Tony Shyngle
|
(Principal Financial and Accounting Officer) | |||
/s/ STEPHEN P. JARCHOW
|
Chairman of the Board of Directors | April 29, 2010 | ||
Stephen P. Jarchow |
9