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): June 28, 2007
PlanetOut Inc.
(Exact name of registrant as specified in charter)
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| Delaware
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000-50879
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94-3391368 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 1355 Sansome Street, San Francisco CA |
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94111 |
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(Zip Code) |
Registrant’s telephone number, including area code (415) 834-6500
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
Item 3.02. Unregistered Sales of Equity Securities.
Item 3.03. Material Modification to Rights of Securityholders.
On June 29, 2007, PlanetOut Inc. (the “Company”) entered into a definitive purchase agreement
in connection with a private placement of common stock to a group of new and existing accredited
and institutional investors that included Special Situations Funds, Cascade Investment, L.L.C., SF
Capital Partners, PAR Investment Partners LP and Allen & Company LLC (the “Financing”). Pursuant
to the terms of the purchase agreement and subject to customary closing conditions, the transaction
is expected to close on or about July 6, 2007 with the Company receiving an aggregate of
approximately $26.2 million in gross proceeds from the sale of approximately 22.8 million shares of
its common stock. Allen & Company LLC acted as the placement agent for the transaction. Pursuant
to the terms of the related registration rights agreement, PlanetOut also agreed to file within 30
days after the closing one or more registration statements covering the resale of the common stock.
The description of the transaction is qualified in its entirety by the copies of the purchase
agreement and the registration rights agreement attached hereto as Exhibits 99.1 and 99.2 and
incorporated herein by reference.
On June 29, 2007, the Company also entered into an Amendment No. 1 to that certain Limited
Waiver to the Loan and Security Agreement and Consent (the “June Amendment”) with Orix Venture
Finance LLC (“Orix”) to waive and modify certain conditions and covenants entered into in May 2007
pursuant to the Limited Waiver and Amendment to the Loan and Security Agreement (the “May Waiver”),
primarily as related to the Financing. In the May Waiver, Orix waived defaults associated with the
Company’s failure to meet certain financial tests and liquidity covenants. In consideration of the
May Waiver, the Company, in addition to other commitments, agreed to maintain certain minimum cash
balances, increase the interest rate on the term loan to prime plus 5% and committed to raise at
least $15.0 million in new equity or subordinated debt, of which $7.0 million had to be raised by
June 30, 2007 and the remainder by August 31, 2007. At that time, the Company also agreed to apply
at least $3.0 million of the proceeds from that transaction to pay down the term loan.
As part of the June Amendment, the Company and Orix agreed to modify the requirement in the
May Waiver for the commitment to raise new equity or subordinated debt to be for gross proceeds of
at least $25.0 million, which can be completed in one or more closings, with the first closing for
not less than $4.2 million in proceeds, if applicable, occurring no later than July 10, 2007, and
the entire financing being completed no later than September 30, 2007. In addition, Orix consented
to, among other things, certain limited prepayments with respect to the Company’s other
indebtedness in the event of the first closing and prior to the completion of the entire financing.
Orix also agreed to defer the payment of principal installments due on July 1, August 1 and
September 1 with respect to its term loan unless the entire financing is completed during that
time, in which case the Company’s obligations become immediately due and payable. The Company
agreed to pay Orix a deferral fee of $150,000 in connection with the principal payment deferral.
Pursuant to the terms of the Financing, subject to closing and the receipt of the proceeds,
the Company intends to pay off the Orix loans, as well as the
Company’s other indebtedness incurred in connection with its
acquisition of the assets of LPI, Inc. and related entities, in
full.
In connection with the Financing, on June 28, 2007, the Company also amended its Rights
Agreement dated January 4, 2007 solely to clarify that the purchasers in the Financing will not be
deemed acting together for the purposes of the definition of “Acquiring Person” set forth in the
Rights Agreement as the result of participating in the Financing.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Concurrently with the approval of the Financing, on June 28, 2007, the Board of Directors of
the Company approved an amendment to the terms of employment of the Company’s CEO, Karen Magee, to
fix the term of her employment agreement to run through June 30, 2010, and granted Ms. Magee
300,000 shares of restricted stock, vesting annually over a three-year period, for the purposes of
retention and additional incentive to Ms. Magee. In