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): September 28, 2006
PlanetOut Inc.
(Exact name of registrant as specified in charter)
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Delaware
(State or other jurisdiction
of incorporation)
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000-50879
(Commission
File Number)
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94-3391368
(IRS Employer
Identification No.) |
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1355 Sansome Street, San Francisco CA
(Address of principal executive offices)
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94111
(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)) |
Item 1.01 Entry into a Material Definitive Agreement.
On September 28, 2006, PlanetOut Inc. (the “Company”) and its direct subsidiaries PlanetOut
USA Inc. (“PlanetOut USA”), LPI Media Inc. (“LPI”), SpecPub, Inc. (“SpecPub”) and RSVP Productions,
Inc. (“RSVP”; together with the Company, PlanetOut USA, LPI and SpecPub, the “Borrowers”) entered
into a Loan and Security Agreement (the “Loan Agreement”) with ORIX Venture Finance, LLC (“Orix”)
establishing a credit facility (the “Credit Facility”) to be used by the Company for general
working capital purposes. Pursuant to the Loan Agreement, the Credit Facility consists of: (a) a
48-month term loan in the aggregate principal amount of $7,500,000 bearing interest at prime rate
plus 3%, decreasing to prime rate plus 2% after two consecutive fiscal quarters in which the
Company and its subsidiaries achieve a consolidated EBITDA of at least $2,500,000 (such loan, the
“Term Loan”); and (b) a 24-month revolving loan in the aggregate principal amount of up to 85% of
Borrowers’ eligible accounts receivable, not to exceed $7,500,000 (such loan, the “Revolving
Loan”).
The Term Loan and the Revolving Loan are secured by: (a) substantially all of the assets of
the Borrowers, other than (i) the intellectual property of the Company, (ii) the assets of SpecPub,
(iii) www.gay.com and certain related websites, (iv) the Company’s membership interests in PNO/DSW
Events LLC, and (v) certain other assets; and (b) all of the outstanding capital stock of all
direct and indirect subsidiaries of the Company, other than (i) the outstanding capital stock of
SpecPub, and (ii) 35% of the outstanding capital stock of each non-U.S. direct or indirect
subsidiary of the Company. The assets of SpecPub and the capital stock of SpecPub, which are
currently pledged as security for notes issued by the Company, LPI and SpecPub in connection with
the Company’s acquisition of the LPI and SpecPub assets in November 2005 (the “LPI Notes”), will be
pledged as security for the Borrowers’ obligations under the Loan Agreement when the LPI Notes are
paid in full.
The Company has also issued to Orix a 7-year warrant (the “Warrant”) to purchase up to 120,000
shares of the Common Stock of the Company at an exercise price equal to the average closing price
per share reported by the Nasdaq Global Market over the 20 trading days immediately preceding the
date of issuance of the Warrant.
The foregoing description of the Loan Agreement and the Warrant does not purport to be
complete and is qualified in its entirety by reference to the full text of the Loan Agreement and
the Warrant, which are filed as exhibits hereto and are incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
As described in Item 1.01 of this Form 8-K, on September 28, 2006, the Borrowers entered into
a Loan Agreement establishing a Credit Facility with Orix of up to $15,000,000, consisting of the
Term Loan, with an aggregate principal amount of $7,500,000, and the Revolving Loan, in an
aggregate principal amount of up to 85% of Borrowers’ eligible accounts receivable, not to exceed
$7,500,000. The description of the Loan Agreement entered into in connection with the Credit
Facility set forth in Item 1.01 of this Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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99.1
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Loan and Security Agreement dated September 28, 2006, by and among: PlanetOut Inc. and its
direct subsidiaries PlanetOut USA Inc., LPI Media Inc., SpecPub, Inc. and RSVP
Productions, Inc. as Borrowers; and ORIX Venture Finance LLC as Lender. |
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99.2
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Common Stock Warrant dated September 28, 2006. |