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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. EmployerIncorporation or organization)
    
    Identification No.)10990 WILSHIRE BOULEVARD, PENTHOUSE,LOS ANGELES, CA
    
    90024(Address of principal executive offices)
    
    (Zip Code)
 (310) 806-4288  (Registrants 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
 Yes
o No þ
 Yes
o No þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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EXPLANATORY NOTE
   Table of Contents
 PagePART IIIItem 9. Directors, Executive Officers and Corporate Governance
    
    
    1Item 10. Executive Compensation
    
    
    3Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    4Item 12. Certain Relationships and Related Transactions, and Director Independence
    
    
    5Item 13. Principal Accounting Fees and Services
    
    
    6PART IVItem 14. Exhibits and Financial Statement Schedules
    
    
    7Signatures
    
    
    9Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
  Special Note Regarding Forward-Looking Statements
    i




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PART III
 
 Item 9.
    
    Directors, Executive Officers and Corporate Governance
  DIRECTORS AND EXECUTIVE OFFICERS
   Expiration ofName
    
    Age
    
    

Position
    
    Initial TermPaul A. Colichman
    
    
    48
    
    
    Chief Executive Officer and President, Director
    
    
    2011Stephen P. Jarchow
    
    
    58
    
    
    Chairman of the Board of Directors
    
    
    2012Tony Shyngle
    
    
    49
    
    
    Chief Financial Officer
    
    
    N/A
    1




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BOARD MEETINGS AND COMMITTEES
 Board Meetings
  Audit Committee
  Compensation and Nominating Committees
   CODE OF BUSINESS CONDUCT AND ETHICS
 http://www.heremedia.com/company/code_of_business_conduct_and_ethics.html
  2




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Item 10.
    
    Executive Compensation
 COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
   Summary
Compensation Table
 All OtherName and Principal Position
    
    Period
    
    
    Salary
    
    
    Bonus
    
    
    Compensation
    
    
    TotalPaul A. ColichmanChief Executive Officer, President and Director
    
    June 11, 2009  December 31, 2009
    
    $
    1
    
    
    $
    
    
    
    $
    14,000
    (1)
    
    $
    14,001Stephen P. JarchowChairman of the Board of Directors
    
    June 11, 2009  December 31, 2009
    
    $
    1
    
    
    $
    
    
    
    $
    14,000
    (1)
    
    $
    14,001Tony ShyngleChief Financial Officer
    
    June 11, 2009  December 31, 2009(2)
    
    $
    102,964
    
    
    $
    
    
    
    $
    3,757
    (3)
    
    $
    106,721Andrew 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
  OPTIONS / SAR GRANTS / OTHER LONG TERM COMPENSATION
   3




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Item 11.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
  Beneficial Ownership (1)Number of
    
    
    Percent ofName and Address of Beneficial Owner
    
    Shares
    
    
    ClassGreater than 5% StockholdersHere Management LLC (2)
    
    
    15,590,756
    
    
    
    75
    %Officers and DirectorsStephen 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




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Item 12.
    
    Certain Relationships and Related Transactions, and Director Independence
 CERTAIN RELATIONSHIPS AND TRANSACTIONS
    Publicity and marketing agreements
  Service agreements
  Barter agreements
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Expense sharing arrangements
  Acquisition, licensing or distribution of programming and motion pictures
   
 Item 13.
    
    Principal Accountant Fees and Services
 Audit Fees
  Audit Related Fees
  Tax Fees
  Other Fees
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PART IV
 
 Item 14.
    
    Exhibits and Financial Statement Schedules
 (a)
    
    The following documents are filed as part of this report:   ExhibitNumber
    
    Description of Documents2.1
    
    
    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)
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ExhibitNumber
    
    Description of Documents10.3
    
    
    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 200231.2
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    
    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    
    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  8




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SIGNATURES
 th
 HERE MEDIA INC.By:
    /s/ TONY SHYNGLETony ShyngleChief Financial Officer  Signature
    
    Title
    
    Date/s/ PAUL A. COLICHMAN
    
    Chief Executive Officer, President and Director
    
    April 29, 2010Paul A. Colichman
    
    (Principal Executive Officer)/s/ TONY SHYNGLE
    
    Chief Financial Officer
    
    April 29, 2010Tony Shyngle
    
    (Principal Financial and Accounting Officer)/s/ STEPHEN P. JARCHOW
    
    Chairman of the Board of Directors
    
    April 29, 2010Stephen P. Jarchow
  9