HRDI / Here Media Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

10-Q 1 c00919e10vq.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2010 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Comm

Exhibit 10.1

Exhibit 10.1 Exhibit 10.1 PROMISSORY NOTE $350,000.00 April 9, 2010 FOR VALUE RECEIVED, the undersigned, Here Media Inc., a Delaware corporation, with the principal place of business at 10990 Wilshire Blvd., Penthouse, Los Angeles, CA 90024 (“Maker”), promises to pay to the order of Stephen Jarchow, an individual, who has a place of business at 8411 Preston Road Suite 650 Dallas, TX 75225 (“Lender

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

10-K/A 1 c99971e10vkza.htm FORM 10-K/A 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. Comm

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 9, 2010 HERE MEDIA INC. (Ex

Form 8-K 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 9, 2010 HERE MEDIA INC. (Exact name of registrant as specified in its charter) DELAWARE 000-53690 26-3962587 (State or other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (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 o

Exhibit 21.1

Exhibit 21.1 HERE MEDIA INC. LIST OF SUBSIDIARIES AS OF DECEMBER 31, 2009 1. Here Networks, LLC, a Texas limited liability company. 2. Here Publishing Inc., a Delaware corporation. 3. PlanetOut Inc., a Delaware corporation.

Exhibit 10.8

Exhibit 10.8 Amegy Bank National Association PURCHASE AND SALE AGREEMENT/SECURITY AGREEMENT THIS PURCHASE AND SALE AGREEMENT/ SECURITY AGREEMENT (this “Agreement”) is made by and among AMEGY BANK NATIONAL ASSOCIATION, a national banking association (“Purchaser”) and HERE MEDIA INC. and HERE PUBLISHING INC. and PLANETOUT INC. and HERE NETWORKS L.L.C. (“Seller”, whether one or more, individually and

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): December 14, 2009 HERE MEDIA INC.

Form 8-K 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): December 14, 2009 HERE MEDIA INC. (Exact name of registrant as specified in its charter) DELAWARE 000-53690 26-3962587 (State or other Jurisdiction of Incorporation) (Commiss

Exhibit 10.2

Exhibit 10.2 Exhibit 10.2 LINE OF CREDIT AGREEMENT This LINE OF CREDIT AGREEMENT (this “Agreement”) is dated and effective as of the 17th day of August, 2009 (the “Effective Date’’) by and between HERE MEDIA INC., a corporation organized under the laws of the State of Delaware and with its principal place of business in Los Angeles, California (the “Borrower’’), and PAUL A. COLICHMAN, an individua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2009 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53690 HERE MEDIA INC.

Exhibit 10.1

Exhibit 10.1 LINE OF CREDIT AGREEMENT This LINE OF CREDIT AGREEMENT (this “Agreement”) is dated and effective as of the 17th day of August, 2009 (the “Effective Date”) by and between HERE MEDIA INC., a corporation organized under the laws of the State of Delaware and with its principal place of business in Los Angeles, California (the “Borrower”), and STEPHEN P. JARCHOW, an individual residing in

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): July 17, 2009 HERE MEDIA INC. (Ex

Form 8-K 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): July 17, 2009 HERE MEDIA INC. (Exact name of registrant as specified in its charter) DELAWARE 000-53690 26-3962587 (State or other Jurisdiction of Incorporation) (Commission

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): October 14, 2009 HERE MEDIA INC.

Form 8-K 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): October 14, 2009 HERE MEDIA INC. (Exact name of registrant as specified in its charter) DELAWARE 000-53690 26-3962587 (State or other Jurisdiction of Incorporation) (Commissi

UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS

EXHIBIT 99.3 Exhibit 99.3 UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS Introduction The following unaudited pro forma combined condensed financial statements and explanatory notes present how the consolidated financial statements of Here Media Inc. (“Here Media” or the “Company”) might have appeared had Here Networks LLC (“Here Networks”), Here Publishing Inc. (formerly named Regent

Financial Statements and Exhibits

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 11, 2009 HERE MEDIA INC. (Exact name of registrant as specified in its charter) DELAWARE 000-53690 26-3962587 (State or other Jurisdiction o

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): August 17, 2009 HERE MEDIA INC. (Exact name of registrant as specified in its charter) DELAWARE 000-53690 26-3962587 (State or other Jurisdiction of Incorporation) (Commission File Nu

Exhibit 10.4

Exhibit 10.4 BILL OF SALE. ASSIGNMENT AND INDEMNIFICATION AGREEMENT STATE OF TEXAS § § KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF DALLAS § This BILL OF SALE, ASSIGNMENT AND INDEMNIFICATION AGREEMENT (the “Agreement”) is entered into to be effective the 5th day of June, 2009, by and between REGENT ENTERTAINMENT MEDIA INC., a Delaware Corporation (“Assignor”), whose address is 10990 Wilshire Blvd

Exhibit 10.2

Exhibit 10.2 Exhibit 10.2 BILL OF SALE, ASSIGNMENT AND INDEMNIFICATION AGREEMENT STATE OF TEXAS § § KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF DALLAS § This BILL OF SALE, ASSIGNMENT AND INDEMNIFICATION AGREEMENT (the “Agreement”) is entered into to be effective the 12th day of May, 2009, by and between REGENT ENTERTAINMENT MEDIA INC., a Delaware Corporation (“Assignor”), whose address is 10990

Exhibit 10.5

Exhibit 10.5 FIRST AMENDMENT TO BILL OF SALE, ASSIGNMENT AND INDEMNIFICATION AGREEMENT STATE OF TEXAS § § KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF DALLAS § This FIRST AMENDMENT TO BILL OF SALE, ASSIGNMENT AND INDEMNIFICATION AGREEMENT (the “Agreement”) is entered into to be effective as of the 5th day of June, 2009 (the “Effective Date”), by and between REGENT ENTERTAINMENT MEDIA, INC., a Del

Exhibit 10.3

Exhibit 10.3 Exhibit 10.3 FIRST AMENDMENT TO BILL OF SALE, ASSIGNMENT AND INDEMNIFICATION AGREEMENT STATE OF TEXAS § § NOW ALL PERSONS BY THESE PRESENTS: COUNTY OF DALLAS § This FIRST AMENDMENT TO BILL OF SALE, ASSIGNMENT AND INDEMNIFICATION AGREEMENT (the “Agreement”) is entered into to be effective as of the 12th day of May, 2009 (the “Effective Date”), by and between REGENT ENTERTAINMENT MEDIA,

Exhibit 10.1

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement is made and entered into as the 15th of December, 2005, by and between Regent Worldwide Sales, LLC, a Texas limited liability company (the “Company”), and Tony Shyngle (“Employee”). Whereas, the Company desires to assure that the Company retains the services of Employee, whose experience, knowledge and abilities with respect to the busine

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2009 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53690 HERE MEDIA INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2009 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53690 HERE MEDIA INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Here Media Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) (CUSIP Num

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Here Media Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 427105 101 (CUSIP Number) Stephen P. Jarchow 10990 Wilshire Boulevard, Penthouse Los Angeles, CA 90024 (310) 806-4288 (Name, Address and Telephone

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Here Media Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) (CUSIP Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Here Media Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 427105 101 (CUSIP Number) Paul A. Colichman 10990 Wilshire Boulevard, Penthouse Los Angeles, CA 90024 (310) 806-4288 (Name, Address and Telephone Number of Pers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Here Media Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) (CUSIP Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Here Media Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 427105 101 (CUSIP Number) Stephen P. Jarchow 10990 Wilshire Boulevard, Penthouse Los Angeles, CA 90024 (310) 806-4288 (Name, Address and Telephone Number of Per

Here Networks LLC and Its Publishing Affiliate Complete Merger Deal With PlanetOut Inc. New company will operate under name Here Media Inc.

Exhibit 99.1 FOR IMMEDIATE RELEASE Contacts: Mark Umbach Regent Media 310-806-6397 [email protected] Luis Lopez Regent Media 212-209-5161 [email protected] Here Networks LLC and Its Publishing Affiliate Complete Merger Deal With PlanetOut Inc. New company will operate under name Here Media Inc. June 17, 2009 (LOS ANGELES, CA and SAN FRANCISCO, CA) — Here Networks LLC announced t

Financial Statements and Exhibits

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 AND EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 11, 2009 HERE MEDIA INC. (Exact name of registrant as specified in its charter) DELAWARE 000-53690 26-3962587 (State of Incorporation) (Commission File Number) (IRS Employer

As filed with the Securities and Exchange Commission on June 10, 2009

posam As filed with the Securities and Exchange Commission on June 10, 2009 Registration No.

AMENDED AND RESTATED BYLAWS HERE MEDIA INC. (A DELAWARE CORPORATION)

exv3w4 Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF HERE MEDIA INC. (A DELAWARE CORPORATION) Table of Contents Page ARTICLE I OFFICES 1 Section 1. REGISTERED OFFICE 1 Section 2. OTHER OFFICES 1 ARTICLE II CORPORATE SEAL 1 Section 1. CORPORATE SEAL 1 ARTICLE III STOCKHOLDERS’ MEETING 1 Section 1. ANNUAL MEETING 1 Section 2. SPECIAL MEETINGS 3 Section 3. NOTICE OF MEETINGS 4 Section 4. QUORUM 4 Sectio

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION HERE MEDIA INC.

EX-3.2 2 f52709p1exv3w2.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HERE MEDIA INC. Here Media Inc. (the “corporation”), a corporation organized and existing under and by virtue of the Delaware General Corporation Law, does hereby certify: 1. The corporation’s original Certificate of Incorporation was filed with the Secretary of State of Delaware on January 2, 2009.

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 HERE MEDIA INC. (Exact Name of Registrant as Specified in Its

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 HERE MEDIA INC.

PROXY STATEMENT/PROSPECTUS PROPOSED BUSINESS COMBINATION — YOUR VOTE IS VERY IMPORTANT

e424b3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-156726 PROXY STATEMENT/PROSPECTUS PROPOSED BUSINESS COMBINATION — YOUR VOTE IS VERY IMPORTANT Dear Stockholders: On January 8, 2009, PlanetOut Inc., Here Networks LLC and Regent Entertainment Media Inc. agreed to combine and establish a new holding company to be named Here Media Inc. PlanetOut will be merging with a sub

Here Media Inc. 10990 Wilshire Blvd Penthouse Los Angeles, CA 90024

Here Media Inc. 10990 Wilshire Blvd Penthouse Los Angeles, CA 90024 VIA EDGAR May 13, 2009 Securities and Exchange Commission 100 F Street, N.E., Mail Stop 4561 Washington, DC 20549 Attention: David L. Orlic, Special Counsel Re: Here Media Inc. Registration Statement on Form S-4 (File No. 333-156726) Ladies and Gentlemen: On behalf of Here Media Inc. (the “Registrant”), the undersigned hereby requ

As filed with the Securities and Exchange Commission on May 13, 2009

Table of Contents As filed with the Securities and Exchange Commission on May 13, 2009 Registration No.

PlanetOut Inc. 1355 Sansome Street San Francisco, CA 94111

EX-2.3 2 f51022a4exv2w3.htm EX-2.3 Exhibit 2.3 PlanetOut Inc. 1355 Sansome Street San Francisco, CA 94111 May 13, 2009 Paul A. Colichman President and Chief Executive Officer Here Media Inc. 10990 Wilshire Boulevard Penthouse Los Angeles, California 90024 Dear Paul: This letter relates to the recent discussions regarding the condition to closing set forth in Section 7.3(e) of the Agreement and Pla

VIA EDGAR May 13, 2009 Mayer Brown LLP 350 South Grand Avenue 25th Floor Los Angeles, California 90071-1503 Main Tel (213) 229-9500 Main Fax (213) 625-0248 www.mayerbrown.com David L. Orlic, Special Counsel Securities and Exchange Commission 100 F St

corresp VIA EDGAR May 13, 2009 Mayer Brown LLP 350 South Grand Avenue 25th Floor Los Angeles, California 90071-1503 Main Tel (213) 229-9500 Main Fax (213) 625-0248 www.

As filed with the Securities and Exchange Commission on April 30, 2009

sv4za Table of Contents As filed with the Securities and Exchange Commission on April 30, 2009 Registration No.

EXHIBIT 2.2

exv2w2 Exhibit 2.2 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment to Agreement and Plan of Merger (this “Amendment”) is dated as of April 27, 2009, by and among PlanetOut Inc., a Delaware corporation (“Company”), Here Media Inc., a Delaware corporation (“Parent”), HMI Merger Sub, a Delaware corporation that is a wholly-owned subsidiary of Parent (“Merger Sub”), the HMI Owners

EXHIBIT 10.6

exv10w6 Exhibit 10.6 Here Networks L.L.C. 570 Lexington Avenue, 19th floor New York, New York 10022 Tel (212) 920-2840 Fax (212) 920-2844 As of June 18, 2007 Regent Releasing L.L.C. 10990 Wilshire Boulevard, Penthouse Los Angeles, CA 90024 Re: CUT SLEEVE BOYS Ladies & Gentlemen: This will acknowledge and confirm the terms pursuant to which REGENT RELEASING L.L.C. (“Licensor”) has agreed to license

EXHIBIT 10.1

exv10w1 Exhibit 10.1 REGENT STUDIOS L.L.C. 10990 Wilshire Boulevard, Penthouse Los Angeles, CA 90024 Tel (310) 806-4288 Fax (310) 806-4288 This agreement (“Agreement”) is entered into as of March 1, 2008 and will acknowledge and confirm the terms pursuant to which REGENT STUDIOS L.L.C. (“Licensor”) has agreed to license to HERE NETWORKS L.L.C. (“HERE”) six (6) one-half hour episodes (consisting of

EXHIBIT 10.2

exv10w2 Exhibit 10.2 Regent Studios L.L.C. Contract # 2010 International Multiple Rights Deal Memo Contract Date 01-July-07 Basic License and Financial Terms (“Deal Memo”) This Deal Memo, consisting of these Basic Terms and any attached supplemental pages, contains the basic agreement of the parties as follows: Licensor: Licensee/Distributor: REGENT STUDIOS L.L.C. HERE NETWORKS L.L.C. 10990 Wilshi

VIA EDGAR MAYER · BROWN April 29, 2009 Mayer Brown LLP 350 South Grand Avenue 25th Floor Los Angeles, California 90071-1503 David L. Orlic, Special Counsel Securities and Exchange Commission 100 F Street, N.E., Mail Stop 4561 Washington, DC 20549 Mai

corresp VIA EDGAR MAYER · BROWN April 29, 2009 Mayer Brown LLP 350 South Grand Avenue 25th Floor Los Angeles, California 90071-1503 David L.

EXHIBIT 3.2

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HERE MEDIA INC. Here Media Inc. (the “corporation”), a corporation organized and existing under and by virtue of the Delaware General Corporation Law, does hereby certify: 1. The corporation’s original Certificate of Incorporation was filed with the Secretary of State of Delaware on January 2, 2009. 2. Pursuant to Sections 242 and 24

EXHIBIT 10.5

exv10w5 Exhibit 10.5 Regent Entertainment Media Inc. 10960 Wilshire Blvd., 10th Floor Los Angeles, CA 90024 As of October 01, 2008 Mr. Mark Reinhart Regent Releasing L.L.C. 10990 Wilshire Boulevard Penthouse Los Angeles, CA 90024 RE: “$9.99” Dear Mark: This letter, when signed by each of us, constitutes our agreement with respect to work you desire us to perform on your behalf (the “Agreement”). W

EXHIBIT 10.3

exv10w3 Exhibit 10.3 Here Networks L.L.C. 10990 Wilshire Boulevard, Penthouse Los Angeles, CA 90024 Phone: 310-806-4288 Fax: 310-806-4268 As of April 9, 2007 Regent Worldwide Sales L.L.C. on behalf of Convergent Funding, LLC 10990 Wilshire Boulevard, Suite 1150 Los Angeles, CA 90024 Re: SHOW BUSINESS: THE ROAD TO BROADWAY Ladies & Gentlemen: This will acknowledge and confirm the terms pursuant to

EXHIBIT 10.4

Exhibit 10.4 Regent Releasing L.L.C. 10990 Wilshire Blvd., 18th floor Los Angeles, CA 90024 Mr. Paul Colichman Here! Networks 1500 Broadway, Suite 1900 New York, NY 10036 As of September 01, 2008 Dear Paul: This letter agreement (“Agreement”) sets forth the terms and conditions upon which Regent Releasing L.L.C. (“REGENT”) hereby engages Here Networks L.L.C. (“HERE”), to provide market and consult

VIA EDGAR Mayer Brown LLP 350 South Grand Avenue April 13, 2009 25th Floor Los Angeles, California 90071-1503 David L. Orlic, Main Tel (213) 229-9500 Special Counsel Main Fax (213) 625-0248 Securities and Exchange Commission www.mayerbrown.com 100 F

corresp VIA EDGAR Mayer Brown LLP 350 South Grand Avenue April 13, 2009 25th Floor Los Angeles, California 90071-1503 David L.

Here Networks L.L.C. 10990 Wilshire Boulevard, Penthouse Los Angeles, CA 90024 Phone: 310-806-4288 Fax: 310-806-4268

exv10w3 Exhibit 10.3 Here Networks L.L.C. 10990 Wilshire Boulevard, Penthouse Los Angeles, CA 90024 Phone: 310-806-4288 Fax: 310-806-4268 As of April 9, 2007 Regent Worldwide Sales L.L.C. on behalf of Convergent Funding, LLC 10990 Wilshire Boulevard, Suite 1150 Los Angeles, CA 90024 Re: SHOW BUSINESS: THE ROAD TO BROADWAY Ladies & Gentlemen: This will acknowledge and confirm the terms pursuant to

REGENT STUDIOS L.L.C. 10990 Wilshire Boulevard, Penthouse Los Angeles, CA 90024 Tel (310) 806-4288 Fax (310) 806-4288

exv10w1 Exhibit 10.1 REGENT STUDIOS L.L.C. 10990 Wilshire Boulevard, Penthouse Los Angeles, CA 90024 Tel (310) 806-4288 Fax (310) 806-4288 This agreement (“Agreement”) is entered into as of March 1, 2008 and will acknowledge and confirm the terms pursuant to which REGENT STUDIOS L.L.C. (“Licensor”) has agreed to license to HERE NETWORKS L.L.C. (“HERE”) six (6) one-half hour episodes (consisting of

Regent Releasing L.L.C. 10990 Wilshire Blvd., 18th floor Los Angeles, CA 90024

exv10w4 Exhibit 10.4 Regent Releasing L.L.C. 10990 Wilshire Blvd., 18th floor Los Angeles, CA 90024 Mr. Paul Colichman Here! Networks 1500 Broadway, Suite 1900 New York, NY 10036 As of September 01, 2008 Dear Paul: This letter agreement (“Agreement”) sets forth the terms and conditions upon which Regent Releasing L.L.C. (“REGENT”) hereby engages Here Networks L.L.C. (“HERE”), to provide market and

Regent Studios L.L.C. Contract # 2010 International Multiple Rights Deal Memo Contract Date 01-July-07 Basic License and Financial Terms (“Deal Memo”) This Deal Memo, consisting of these Basic Terms and any attached supplemental pages, contains the b

EX-10.2 5 f51022a2exv10w2.htm EX-10.2 Exhibit 10.2 Regent Studios L.L.C. Contract # 2010 International Multiple Rights Deal Memo Contract Date 01-July-07 Basic License and Financial Terms (“Deal Memo”) This Deal Memo, consisting of these Basic Terms and any attached supplemental pages, contains the basic agreement of the parties as follows: Licensor: Licensee/Distributor: REGENT STUDIOS L.L.C. HER

As filed with the Securities and Exchange Commission on March 27, 2009

sv4za Table of Contents As filed with the Securities and Exchange Commission on March 27, 2009 Registration No.

Mayer Brown LLP March 27, 2009 350 South Grand Avenue 25th Floor Los Angeles, California 90071-1503 Main Tel (213) 229-9500 David L. Orlic, Main Fax (213) 625-0248 Special Counsel www.mayerbrown.com Securities and Exchange Commission 100 F Street, N.

VIA EDGAR Mayer Brown LLP March 27, 2009 350 South Grand Avenue 25th Floor Los Angeles, California 90071-1503 Main Tel (213) 229-9500 David L.

March 5, 2009 Mayer Brown LLP 350 South Grand Avenue 25th Floor Los Angeles, California 90071-1503 David L. Orlic, Main Tel (213) 229-9500 Special Counsel Main Fax (213) 625-0248 Securities and Exchange Commission www.mayerbrown.com 100 F Street, N.E

corresp MAYER u BROWN VIA EDGAR March 5, 2009 Mayer Brown LLP 350 South Grand Avenue 25th Floor Los Angeles, California 90071-1503 David L.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION HERE MEDIA INC.

exv3w2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HERE MEDIA INC. Here Media Inc. (the “corporation”), a corporation organized and existing under and by virtue of the Delaware General Corporation Law, does hereby certify: 1. The corporation’s original Certificate of Incorporation was filed with the Secretary of State of Delaware on January 2, 2009. 2. Pursuant to Sections 242

SEE LEGEND ON REVERSE ORGANIZED UNDER THE LAWS OF THE STATE OF NUMBER SHARES ********** ********** HERE MEDIA INC.

exv4w2 Exhibit 4.2 SEE LEGEND ON REVERSE ORGANIZED UNDER THE LAWS OF THE STATE OF DELAWARE NUMBER SHARES ********** ********** HERE MEDIA INC. This certifies that ************* is the owner of ************** (******) fully paid and non-assessable Shares of Special Stock, $0.001 par value per share, of Here Media Inc., a corporation organized under the laws of the State of Delaware, transferable on

As filed with the Securities and Exchange Commission on March 5, 2009

sv4za Table of Contents As filed with the Securities and Exchange Commission on March 5, 2009 Registration No.

Slides for investor presentations

Filed by Here Media Inc. Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Subject Company: PlanetOut Inc. Registration Statement No. 333-156726 Slides for investor presentations HERE MEDIA The 21st Century Entertainment Company 3 Safe Harbor Disclosure Forward-Looking Statements This presentation contains forward-looking statements, including statement

Transcript of January 26, 2009 Conference Call

425 1 f51282ae425.htm 425 Filed by Here Media Inc. Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Subject Company: PlanetOut Inc. Registration Statement No. 333-156726 Transcript of January 26, 2009 Conference Call Nothing in this transcript shall constitute a solicitation to buy or an offer to sell shares of Here Media Inc., the new public company f

Slides Referred to During a January 26, 2009 Conference Call

Filed by Here Media Inc. Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Subject Company: PlanetOut Inc. Registration Statement No. 333-156726 Slides Referred to During a January 26, 2009 Conference Call PlanetOut heres HERE MEDIA The 21st Century Entertainment Company Safe Harbor Disclosure Forward-looking Statements This presentation contains forwar

BYLAWS HERE MEDIA INC. (A DELAWARE CORPORATION)

exv3w4 Exhibit 3.4 BYLAWS OF HERE MEDIA INC. (A DELAWARE CORPORATION) Table of Contents Page ARTICLE I OFFICES 1 Section 1. REGISTERED OFFICE 1 Section 2. OTHER OFFICES 1 ARTICLE II CORPORATE SEAL 1 Section 1. CORPORATE SEAL 1 ARTICLE III STOCKHOLDERS’ MEETING 1 Section 1. ANNUAL MEETING 1 Section 2. SPECIAL MEETINGS 3 Section 3. NOTICE OF MEETINGS 4 Section 4. QUORUM 4 Section 5. ADJOURNMENT AND

detach here if you are returning your proxy card by mail PLANETOUT INC. Special Meeting of Stockholders , 2009, :00 a.m. (P.T.) This Proxy is Solicited on Behalf of our Board of Directors of PlanetOut Inc.

exv99w3 Exhibit 99.3 detach here if you are returning your proxy card by mail PROXY PLANETOUT INC. Special Meeting of Stockholders , 2009, :00 a.m. (P.T.) This Proxy is Solicited on Behalf of our Board of Directors of PlanetOut Inc. The undersigned stockholder of PlanetOut Inc., a Delaware corporation (the “Company”), revokes all previous proxies, acknowledges receipt of the Notice of Special Meet

BY-LAWS HERE MEDIA INC. ARTICLE I

exv3w3 Exhibit 3.3 BY-LAWS OF HERE MEDIA INC. ARTICLE I OFFICES The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. The Corporation may also have offices at such other places both within and without the State of Delaware. ARTICLE II STOCKHOLDERS Section 2.1 Time and Place of Meetings. All meetings of the stockholders for the electio

SEE LEGEND ON REVERSE ORGANIZED UNDER THE LAWS OF THE STATE OF NUMBER SHARES ********** ********** HERE MEDIA INC.

exv4w1 Exhibit 4.1 SEE LEGEND ON REVERSE ORGANIZED UNDER THE LAWS OF THE STATE OF DELAWARE NUMBER SHARES ********** ********** HERE MEDIA INC. This certifies that ************* is the owner of ************** (******) fully paid and non-assessable Shares of Common Stock, $0.001 par value per share, of Here Media Inc., a corporation organized under the laws of the State of Delaware, transferable onl

Consent of Allen & Company LLC, financial advisors to PlanetOut

exv99w2 Exhibit 99.2 Consent of Allen & Company LLC, financial advisors to PlanetOut Board of Directors PlanetOut Inc. 1355 Sansome Street San Francisco, CA 94111 We hereby consent to (i) the inclusion of our opinion letter, dated January 7, 2009, to the Board of Directors of PlanetOut Inc. as Annex A to the Joint Proxy Statement / Prospectus of Here Media Inc. forming part of this Registration St

Subsidiaries of Here Media Inc.

exv21w1 Subsidiaries of Here Media Inc. Exhibit 21.1 Below is a list of the subsidiaries of Here Media Inc. following the merger and contribution: 1. Here Networks LLC, a Texas limited liability company 2. Regent Entertainment Media Inc., a Delaware corporation 3. PlanetOut Inc., a Delaware corporation

CERTIFICATE OF INCORPORATION HERE MEDIA INC.

exv3w1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF HERE MEDIA INC. 1. The name of the corporation is: Here Media Inc. 2. The address of its registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. 3. The nature of the business or purpose to be conducted or pr

Consent of Viant Capital LLC, financial advisors to PlanetOut

exv99w1 Exhibit 99.1 Consent of Viant Capital LLC, financial advisors to PlanetOut Board of Directors PlanetOut Inc. 1355 Sansome Street San Francisco, CA 94111 We hereby consent to (i) the inclusion of our opinion letter, dated January 7, 2009, to the Board of Directors of PlanetOut Inc. as Annex B to the Joint Proxy Statement / Prospectus of Here Media Inc. forming part of this Registration Stat

As filed with the Securities and Exchange Commission on January 15, 2009

sv4 Table of Contents As filed with the Securities and Exchange Commission on January 15, 2009 Registration No.

CERTIFICATE OF INCORPORATION HERE MEDIA, INC.

exv3w2 Exhibit 3.2 CERTIFICATE OF INCORPORATION OF HERE MEDIA, INC. I. The name of the corporation is Here Media, Inc. II. The address of the registered office of the corporation in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle, and the name of the registered agent of the corporation in the State of Delaware at such addr

PlanetOut, Here Networks and Regent Entertainment Media Announce Merger to Create Here Media Inc. Transaction to create LGBT media powerhouse

Filed by Here Media Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: PlanetOut Inc. Commission File No. 000-50870 Date: January 8, 2009 On January 8, 2009, Here Media Inc. and PlanetOut Inc. issued the following joint press release: News Release For Immediate Release