Form SC 13D/A UNITED ONLINE INC Filed by: B. RILEY CAPITAL MANAGEMENT, LLC

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

 

(Amendment No. 1 )

 

United Online, Inc.

(Name of Issuer)

 

Common Stock, $0.0001 par value

(Title of Class of Securities)

 

911268209

(CUSIP Number)

 

BRYANT R. RILEY

B. Riley Capital Management, LLC

11100 Santa Monica Blvd., Suite 800

Los Angeles, CA 90025

(310) 966-1444

 

STEVE WOLOSKY, ESQ.

OLSHAN FROME WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

November 19, 2015

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_].

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

CUSIP No. 911268209

13D

Page 2 of 11 Pages

 

 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   B. Riley Capital Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION   New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   637,092
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   637,092
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   637,092
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.3%
14	TYPE OF REPORTING PERSON*   IA

 

 

CUSIP No. 911268209

13D

Page 3 of 11 Pages

 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   BRC Partners Opportunity Fund, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   604,753
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   604,753
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   604,753
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.1%
14	TYPE OF REPORTING PERSON*   PN

 

 

CUSIP No. 911268209

13D

Page 4 of 11 Pages

 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   B. Riley Diversified Equity Fund
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   21,203
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   21,203
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   21,203
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   Less than 1%
14	TYPE OF REPORTING PERSON*   IV

 

 

CUSIP No. 911268209

13D

Page 5 of 11 Pages

 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   B. Riley & Co., LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   694,434
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   694,434
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   694,434
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.7%
14	TYPE OF REPORTING PERSON*   BD

 

 

CUSIP No. 911268209

13D

Page 6 of 11 Pages

 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Bryant R. Riley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF, PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   2,750
	8	SHARED VOTING POWER   1,331,526
	9	SOLE DISPOSITIVE POWER   2,750
	10	SHARED DISPOSITIVE POWER   1,331,526
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,334,276
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   9.0%
14	TYPE OF REPORTING PERSON*   IN

 

  

CUSIP No. 911268209

13D

Page 7 of 11 Pages

 

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”).  This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

 
Item 3. Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended and restated as follows:

 

The aggregate purchase price of the 604,753 Shares owned directly by BPOF is approximately $7,333,391, excluding brokerage commissions. Such Shares were acquired with the working capital of BPOF.

 

The aggregate purchase price of the 21,203 Shares owned directly by the Mutual Fund is approximately $286,101, excluding brokerage commissions. Such Shares were acquired with the working capital of the Mutual Fund.

 

The aggregate purchase price of the 11,136 Shares held in the Separately Managed Accounts is approximately, $150,360, excluding brokerage commissions. Such Shares were acquired with the working capital of the Separately Managed Accounts.

 

The aggregate purchase price of the 694,434 Shares owned directly by BRC is approximately $7,471,463, excluding brokerage commissions. Such Shares were acquired with the working capital of BRC.

 

The aggregate purchase price of the 2,750 Shares owned directly by Mr. Riley is approximately $45,009, excluding brokerage commissions. Such Shares were acquired with Mr. Riley’s personal funds.

 

From time to time, BPOF, BRCM, BRC, and Mr. Riley may effect purchases of securities through margin accounts, and may be extended margin credit as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations and stock exchange rules. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.

 

 

Item 4. Purpose of Transaction.

 

Item 4 is hereby amended to include the following:

 

On November 18, 2015, the Reporting Persons issued a press release announcing their previously disclosed proposal to enter into a negotiated transaction with the Issuer’s Board of Directors (the “Board”) to acquire all of the outstanding Shares of the Issuer for $12.50 per Share. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

To date, the Reporting Persons have not received a response from the Issuer with respect to the proposal; however, the Reporting Persons remain hopeful that the Board will respond promptly expressing an intent to enter into meaningful negotiations with the Reporting Persons. The Reporting Persons urge the Board not to undertake any defensive measures that may adversely impact shareholder value.

 

 

CUSIP No. 911268209

13D

Page 8 of 11 Pages

 

Item 5. Interest in Securities of the Issuer.

 

Items 5(a)-(c) are hereby amended as follows:

 

(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 14,818,359 Shares outstanding as of October 30, 2015, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2015.

 

As of the time of this filing, BPOF beneficially owned directly 604,753 Shares, the Mutual Fund beneficially owned directly 21,203 Shares, 11,136 Shares were held in the Separately Managed Accounts, BRC beneficially owned directly 694,434 Shares and Mr. Riley beneficially owned directly 2,750 Shares, constituting approximately 4.1%, less than 1%, less than 1%, approximately 4.7% and less than 1%, respectively, of the Shares outstanding.

 

BRCM, as the investment manager and general partner of BPOF and the investment advisor to the Mutual Fund and the Separately Managed Accounts, may be deemed to beneficially own the 637,092 Shares directly beneficially owned in the aggregate by BPOF, the Mutual Fund and held in the Separately Managed Accounts, constituting approximately 4.3% of the Shares outstanding.

 

Mr. Riley, as the Portfolio Manager of BPOF, the Chief Executive Officer of BRCM and the Chairman of BRC, may be deemed to beneficially own the 1,331,526 Shares beneficially owned in the aggregate by BPOF, BRCM and BRC, which, together with the Shares he directly beneficially owns, constitutes an aggregate of 1,334,276, constituting approximately 9% of the Shares outstanding.

 

Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the securities of the Issuer owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

 

(b) Each of BPOF, BRCM and Mr. Riley have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares beneficially owned directly by BPOF.

 

Each of the Mutual Fund, BRCM and Mr. Riley have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares beneficially owned directly by the Mutual Fund.

 

Each of BRCM and Mr. Riley have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares held in the Separately Managed Accounts.

 

Each of BRC and Mr. Riley have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares beneficially owned directly by BRC.

 

Mr. Riley has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares beneficially owned directly by him.

 

(c) Schedule A annexed hereto lists all transactions in the Shares by the Reporting Persons since the filing of the Schedule 13D. All of such transactions were effected in the open market, except as otherwise noted.

 

 

CUSIP No. 911268209

13D

Page 9 of 11 Pages

 

Item 7. Material to be Filed as Exhibits.

 

Item 7 is hereby amended to include the following Exhibit:

 

	Exhibit No.	Description
	99.1	Press Release dated November 18, 2015.

 

 

 

 

 

 

 

 

CUSIP No. 911268209

13D

Page 10 of 11 Pages

 

SIGNATURES

 

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: November 19, 2015

 

	BRC PARTNERS OPPORTUNITY FUND, LP
	By:	B. Riley Capital Management, LLC, its General Partner
	By:	/s/ Bryant R. Riley
	Name:	Bryant R. Riley
	Title:	Chief Executive Officer
	B. RILEY DIVERSIFIED EQUITY FUND
	By:	B. Riley Capital Management, LLC, its Investment Advisor
	By:	/s/ Bryant R. Riley
	Name:	Bryant R. Riley
	Title:	Chief Executive Officer

 

 

	B. RILEY CAPITAL MANAGEMENT, LLC
	By:	/s/ Bryant R. Riley
	Name:	Bryant R. Riley
	Title:	Chief Executive Officer

 

 

	B. RILEY & CO., LLC
	By:	/s/ Bryant R. Riley
	Name:	Bryant R. Riley
	Title:	Chairman
		/s/ Bryant R. Riley
		BRYANT R. RILEY

 

 

 

CUSIP No. 911268209

13D

Page 11 of 11 Pages

 

SCHEDULE A

 

Transactions in the Shares Since the Filing of Schedule 13D

 

Shares of Common Stock Purchased/ (Sold)

Price Per Share($)

Date of Purchase/ Sale

 

BRC PARTNERS OPPORTUNITY FUND, LP

7,100	11.6699	11/19/2015

 

B. RILEY & CO., LLC

3,835	11.1000	11/16/2015
115,991	11.4971	11/18/2015
35,000	11.6970	11/19/2015

 

Exhibit 99.1

 

 

 

Source: B. Riley Capital Management

 

B. Riley Capital Management Proposes Acquisition of United Online for $185 Million

 

LOS ANGELES – November 18, 2015 – B. Riley Capital Management, LLC, a unit of B. Riley Financial, Inc. (NASDAQ: RILY), has proposed a negotiated transaction to the board of directors of United Online, Inc. (NASDAQ: UNTD) to acquire all of its outstanding shares for $12.50 per share.

 

As of November 17, 2015, B. Riley Capital Management and its affiliates beneficially owned approximately 7.9% of the outstanding shares of United Online, a provider of consumer services and products over the Internet.

 

“Our proposal provides United Online shareholders immediate liquidity at a time of tremendous uncertainty, including the recent departure of the company’s CEO,” said Bryant Riley, CEO of B. Riley Capital Management. “Given our longstanding history with and deep knowledge of United’s business, we are in a position to quickly effect the transaction.”

 

“This proposal is consistent with our long-term strategy to make opportunistic, accretive acquisitions, where we can leverage the capabilities of the B. Riley Financial platform, which includes B. Riley & Co. LLC, our investment bank, and Great American Group, our business advisory unit,” added Riley.

 

Additional details of the proposal are available in a Schedule 13D filed with the U.S. Security and Exchange Commission here.

 

About B. Riley Capital Management, LLC.

B. Riley Capital Management, LLC is an SEC Registered Investment Advisor and a wholly owned subsidiary of B. Riley Financial, Inc. (NASDAQ: RILY). B. Riley Capital Management, LLC includes B. Riley Asset Management, a provider of investment products to institutional and high net worth investors, and B. Riley Wealth Management (formally MK Capital Advisors), a multi-family office practice and wealth management firm focused on the needs of ultra-high net worth individuals and families; and Great American Capital Partners, a provider of senior secured loans and second lien secured loan facilities to middle market public and private U.S. companies.

 

Forward-Looking Statements

This press release may contain forward-looking statements by B. Riley Financial that are not based on historical fact, including, without limitation, statements containing the words "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions and statements. Such forward looking statements include, but are not limited to, express or implied statements regarding future financial performance, as well as statements regarding how management sees opportunities to grow and broaden the firm. Because these forward-looking statements involve known and unknown risks and uncertainties, there are important factors that could cause actual results, events or developments to differ materially from those expressed or implied by these forward-looking statements. Such factors include our ability to successfully integrate recent acquisitions, loss of key personnel, our ability to manage growth, the potential loss of financial institution clients, the timing of completion of significant engagements, and those risks described from time to time in B. Riley Financial's filings with the SEC, including, without limitation, the risks described in B. Riley Financial's (f/k/a Great American Group, Inc.) Annual Report on Form 10-K for the year ended December 31, 2014 under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. All information is current as of the date this press release is issued, and B. Riley Financial undertakes no duty to update this information.

 

Company Contact:

 

Bryant Riley
B. Riley Capital Management, LLC
[email protected]
310-966-1445

 

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