##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 (Amendment No. 1)
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the transaction period from to
 Commission File Number: 000-50879
 PLANETOUT INC.
 (Exact name of registrant as specified in its charter)
 DELAWARE(State or other jurisdiction of 
incorporation or organization)
    
    94-3391368(I.R.S. Employer
Identification No.)1355 Sansome Street, 
San Francisco CA(Address of principal executive offices)
    
    94111(Zip Code)
 (415) 834-6500  (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 RegisteredCommon Stock,
    
    The NASDAQ Stock Market LLC$0.001 Par Value Per Share
 Securities registered pursuant to Section 12(g) of the Act:
None
 o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller Reporting Company þ
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



EXPLANATORY NOTE
    
 Table of Contents
 PagePART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    1Item 11. Executive Compensation
    
    
    5Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    
    11Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    13Item 14. Principal Accountant Fees and Services
    
    
    13Item 15. Exhibit and Financial Statement Schedules
    
    
    14Signatures
    
    
    19EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2
 Special Note Regarding Forward-Looking Statements
   i




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PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
 DIRECTORS
     Jerry Colonna
  Stephen B. Davis
  H. William Jesse, Jr.
  1




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Phillip S. Kleweno
  John E. Marcom, Jr.
  EXECUTIVE OFFICERS
 Daniel E. Steimle
  SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
   BOARD COMMITTEES AND MEETINGS
   2




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##### Table of Contents



Audit Committee
    Compensation Committee
    
    
    review, modify (as needed) and approve our overall compensation strategy and policies,
    
    review and approve a compensation package for, in its sole discretion, our chief executive officer and
evaluate our chief executive officers performance in light of relevant corporate performance goals and
objectives,
    
    review and approve the corporate performance goals and objectives of our other executive officers,
    
    with respect to directors and executive officers, review and approve grants and awards under our stock option
plans and similar programs,
    
    if delegated by the Board, administer our equity compensation plans with respect to all eligible participants,
    
    annually review and approve our organizational structure, succession plans for executive officers and
programs to encourage development of individuals to assume positions of higher responsibility,
    
    prepare and review any report required by SEC rules and regulations to be included in the proxy statement, and
    
    review, discuss and assess its own performance.
 3




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Corporate Governance and Nominating Committee
      4




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Code of Business Conduct and Ethics
  
 Item 11. Executive Compensation
 COMPENSATION OF DIRECTORS
  Director Compensation Table for Fiscal Year 2008
  Fees Earned or
    
    StockName
    
    Paid in Cash
    
    Awards(1)
    
    TotalPhillip S. Kleweno
    
    $
    18,000
    
    
    $
    9,779
    (2)
    
    $
    27,779H. William Jesse, Jr.
    
    
    19,000
    
    
    
    8,130
    (3)
    
    
    27,130John E. Marcom, Jr.
    
    
    15,000
    
    
    
    3,587
    (4)
    
    
    18,587Stephen B. Davis
    
    
    15,000
    
    
    
    3,587
    (4)
    
    
    18,587Jerry Colonna
    
    
    15,000
    
    
    
    1,739
    (5)
    
    
    16,739
 
 (1)
    
    Represents FAS 123R value of annual grants of 200 restricted shares to
existing non-employee directors and initial grants of 600 restricted
shares to new non-employee directors. The annual grants of 200 shares
vest quarterly in the first open window of the quarter beginning with
the first quarter following the annual meeting of stockholders. 50
shares of the initial grants of 600 shares vest each quarter on the
first day of the open trading window, beginning with the opening of
the first trading window subsequent to the directors appointment to
the Board. For additional information on the valuation assumptions
with respect to these grants, refer to note 9 to our financial
statements in our Form 10-K for the year ended December 31, 2008, as
filed with the SEC. These amounts represent our accounting expense for
these awards, and do not correspond to the actual value that will be
recognized by the directors.(2)
    
    Mr. Kleweno holds 1,000 shares of restricted stock, of which 650
shares were vested as of December 31, 2008. Of the remaining 350
shares, 100 shares vest during each of the first two quarters of 2009,
with the remaining 150 shares vesting quarterly thereafter in
increments of 50 shares. 5




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(3)
    
    Mr. Jesse holds options to purchase 1,894 shares of our common stock,
all of which were vested as of December 31, 2008. Mr. Jesse also holds
600 shares of restricted stock, of which 500 shares were vested as of
December 31, 2008, with the remaining 100 shares vesting quarterly in
increments of 50 shares.(4)
    
    Mr. Marcom and Mr. Davis each holds 800 shares of restricted stock, of
which 450 shares were vested as of December 31, 2008. Of the
remaining 350 shares, 100 shares vest during each of the first two
quarters of 2009 with the remaining 150 shares vesting quarterly
thereafter in increments of 50 shares.(5)
    
    Mr. Colonna holds options to purchase 2,558 shares of our common
stock, all of which were vested as of December 31, 2008. Mr. Colonna
also holds 600 shares of restricted stock, of which 500 shares were
vested as of December 31, 2008, with the remaining 100 shares vesting
quarterly in increments of 50 shares. Cash Compensation
  Equity Compensation
    6




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##### Table of Contents



EXECUTIVE COMPENSATION
 Summary Compensation Table for Fiscal Years 2008 and 2007
  Stock
    
    Option
    
    All OtherSalary
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    TotalName and Principal Position
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Karen Magee(a)
    
    
    2007
    
    
    
    390,000
    
    
    
    132,600
    (1)
    
    
    223,295
    (2)
    
    
    16,760
    (3)
    
    
    186,546
    (4)
    
    
    949,201Chief Executive Officer
    
    
    2008
    
    
    
    390,000
    
    
    
    85,800
    (5)
    
    
    290,375
    (6)
    
    
    16,760
    (3)
    
    
    11,718
    (7)
    
    
    794,653Daniel E. Steimle(b)
    
    
    2007
    
    
    
    83,300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    538
    (8)
    
    
    83,838Interim Chief Financial Officer
    
    
    2008
    
    
    
    285,600
    
    
    
    70,000
    (9)
    
    
    
    
    
    
    
    
    
    
    2,640
    (8)
    
    
    358,240William Bain (c)
    
    
    2007
    
    
    
    220,673
    
    
    
    90,625
    (10)
    
    
    84,219
    (11)
    
    
    
    
    
    
    8,680
    (12)
    
    
    404,197Chief Technology Officer
    
    
    2008
    
    
    
    256,563
    
    
    
    59,375
    (13)
    
    
    96,250
    (11)
    
    
    
    
    
    
    12,738
    (12)
    
    
    424,926
 
 (a)
    
    Ms. Magees employment as Chief Executive Officer began July 1, 2006.
On March 2, 2009, Ms. Magee resigned her employment as Chief Executive
Officer effective March 3, 2009.(b)
    
    Mr. Steimles services were retained beginning September 17, 2007.
On March 2, 2009, Mr. Steimle was appointed as Chief Executive Officer
and Chief Financial Officer, effective March 3, 2009.(c)
    
    Mr. Bains employment began February 14, 2007. Mr. Bain left the
Company as part of our reduction in force on January 16, 2009.(1)
    
    Represents accrual of a guaranteed minimum annual bonus for fiscal
2007 equal to 70% of 40% of Ms. Magees base salary, plus $23,400 paid
out with respect to fiscal 2006 which was in addition to Ms. Magees
guaranteed minimum bonus for 2006.(2)
    
    Represents the FAS 123R value (with respect to the 2007 fiscal year)
of the board of director annual grant of 200 restricted shares (which
Ms. Magee received during her term as one of our non-employee
directors), granted on June 14, 2006, which vested quarterly over one
year, the FAS 123R value (with respect to the 2007 fiscal year) of
9,000 restricted shares granted on July 1, 2006, which was to vest in
four annual installments, the FAS 123R value (with respect to the 2007
fiscal year) of 30,000 restricted shares granted on June 28, 2007,
which was to vest in three annual installments and the FAS 123R value
(with respect to the 2007 fiscal year) of 1,348 restricted shares
granted on September 4, 2007 which vested in four quarterly
installments. For additional information on the valuation assumptions
with respect to these grants, refer to note 9 to our financial
statements in our Form 10-K for the year ended December 31, 2008, as
filed with the SEC.(3)
    
    Represents the FAS 123R value (with respect to both the 2007 and 2008 fiscal years) of a nonstatutory stock
option to purchase 1,350 shares of our common stock granted on January 26, 2006, 300 shares of which was
fully vested on the date of grant and 1,050 shares of which vested monthly over three years. This option was
granted to Ms. Magee during her term as one of our non-employee directors. For additional information on the
valuation assumptions with respect to these grants, refer to note 9 to our financial statements in our Form
10-K for the year ended December 31, 2008, as filed with the SEC.(4)
    
    Includes 401(k) plan matching contributions, paid parking, and, in connection with paid parking and certain
group life insurance benefits, an additional cash payment so that these benefits are provided to Ms. Magee
on a tax-neutral basis. Also includes a $178,125 reimbursement of moving-related expenses.(5)
    
    Represents accrual of a guaranteed minimum annual bonus for fiscal 2008 equal to 55% of 40% of Ms. Magees
base salary. This bonus was paid in March 2009.(6)
    
    Represents the FAS 123R value (with respect to the 2008 fiscal year) of 9,000 restricted shares granted on
July 1, 2006, which was to vest in four annual installments, the FAS 123R value (with respect to the 2008
fiscal year) of 30,000 restricted shares granted on June 28, 2007, which was to vest in three annual
installments and the FAS 123R value (with respect to the 2008 fiscal year) of 1,348 restricted shares
granted on September 4, 2007 which vested in four quarterly installments. For additional information on the
valuation assumptions with respect to these grants, refer to note 9 to our financial statements in our Form
10-K for the year ended December 31, 2008, as filed with the SEC. 7




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(7)
    
    Includes 401(k) plan matching contributions, paid parking, and, in connection with paid parking and certain
group life insurance benefits, an additional cash payment so that these benefits are provided to Ms. Magee
on a tax-neutral basis.(8)
    
    Includes value of paid parking benefits.(9)
    
    Represents an accrual of a retention bonus for Mr. Steimles services in 2008 which was paid in January 2009.(10)
    
    Represents a one-time bonus of $25,000 paid pursuant to Mr. Bains employment agreement plus an accrual of a
portion of a guaranteed bonus payment of $75,000, also pursuant to Mr. Bains employment agreement.(11)
    
    Represents the FAS 123R value of 5,000 shares granted on March 13, 2007 which was to vest in two annual
installments. For additional information on the valuation assumptions with respect to these grants, refer to
note 9 to our financial statements in our Form 10-K for the year ended December 31, 2008, as filed with the
SEC.(12)
    
    Includes 401(k) plan matching contributions, paid parking, and, in connection with paid parking and certain
group life insurance benefits, an additional cash payment so that these benefits are provided to Mr. Bain on
a tax-neutral basis.(13)
    
    Represents payment of a guaranteed bonus payment of $75,000 in connection with Mr. Bains employment
agreement, less amounts accrued for in fiscal 2007 as noted in note 10, above. Also includes accrual of a
retention bonus for Mr. Bains services in 2008 which was paid in March 2009. Employment Agreements
 Daniel E. Steimle:
  Karen Magee:
 8




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William Bain:
  Outstanding Equity Awards At Fiscal Year-End 2008
  Option Awards
    
    
    
    
    
    Stock AwardsNumber of
    
    Number of
    
    
    
    
    
    
    
    
    
    Number of
    
    MarketSecurities
    
    Securities
    
    
    
    
    
    
    
    
    
    Shares or
    
    Value ofUnderlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    Units of
    
    Shares orUnexercised
    
    Unexercised
    
    Option
    
    
    
    
    
    Stock that
    
    Units ofOption
    
    Option
    
    Exercise
    
    Option
    
    Have Not
    
    Stock That(#)
    
    (#)
    
    Price
    
    Expiration
    
    Vested
    
    Have NotName
    
    Exercisable
    
    Unexercisable
    
    ($)
    
    Date
    
    (#)
    
    Vested ($)Karen Magee
    
    
    1,322
    (1)
    
    
    28
    
    
    $
    82.00
    
    
    
    01/26/16
    
    
    
    4,500
    (2)
    
    $
    1,620
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000
    (3)
    
    
    7,200Daniel E. Steimle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    William Bain
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,500
    (4)
    
    
    900
 
 (1)
    
    300 of the shares subject to the option vested immediately on the date
of grant of January 26, 2006, 1/36 of the remaining 1,050 shares vest
monthly from date of grant. 9




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(2)
    
    2,250 shares were to vest annually on each of July 1, 2009 and 2010.
Ms. Magee terminated her employment effective March 3, 2009 and,
pursuant to a separation and release agreement effective as of that
same date, 2,250 of these shares became vested and 2,250 of these
shares were forfeited.(3)
    
    10,000 shares were to vest annually on each of June 28, 2009 and 2010.
Ms. Magee terminated her employment effective March 3, 2009 and,
pursuant to a separation and release agreement effective as of that
same date, 10,000 of these shares became vested and 10,000 of these
shares were forfeited.(4)
    
    2,500 shares were to have vested on February 14, 2009, or the first
date thereafter in an open window trading period. Mr. Bain left the
Company as part of our reduction in force on January 16, 2009.
Pursuant to a separation and release agreement entered into on March
5, 2009, all 2,500 of these shares became vested. Additional Information Related to Equity Compensation
    Severance and Change of Control Agreements
    10




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Item 12. 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% StockholdersAustin W. Marxe and David M. Greenhouse(2)
    
    
    1,029,462
    
    
    
    25.29
    %153 East 53rd Street 
New York, NY 10022T. Rowe Price Associates, Inc.(3)
    
    
    557,614
    
    
    
    13.70
    %100 East Pratt Street 
Baltimore, MD 21202Cascade Investment, L.L.C.(4)
    
    
    521,739
    
    
    
    12.82
    %2365 Carillon Point 
Kirkland, WA 98033PAR Investment Partners, L.P.(5)
    
    
    237,098
    
    
    
    5. 82
    %One International Place, Suite 2401
Boston, MA 02110Herbert A. Allen III(6)
    
    
    234,432
    
    
    
    5.76
    %711 Fifth Avenue 
New York, NY 10022Officers and DirectorsKaren Magee(7)
    
    
    29,648
    
    
    
    *Bill Bain(8)
    
    
    5,000
    
    
    
    *Daniel Steimle (9)
    
    
    0
    
    
    
    *Jerry Colonna(10)
    
    
    3,158
    
    
    
    *H. William Jesse, Jr.(11)
    
    
    23,924
    
    
    
    *Phillip Kleweno(12)
    
    
    1000
    
    
    
    *John Marcom(13)
    
    
    800
    
    
    
    *Stephen B. Davis(14)
    
    
    800
    
    
    
    *All executive officers and directors as a group (8 persons)(15)
    
    
    64,330
    
    
    
    1.58
    %
 
 *
    
    Less than 1.0%(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. Unless otherwise indicated, the principal address
of each of the persons and entities named in this table is: c/o
PlanetOut Inc., 1355 Sansome Street, San Francisco, California 94111.(2)
    
    Includes 175,165 shares held by Special Situations Cayman Fund, L.P. and
854,297 shares held by Special Situations Fund III QP, L.P. Messrs. Marxe and
Greenhouse are the controlling principals of AWM Investment Company, Inc., the
general partner of and investment adviser to Special Situations Cayman Fund,
L.P. AWM also serves as the general partner of MGP Advisers Limited
Partnership, the general partner of Special Situations Fund III Q.P., L.P. 11




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(3)
    
    These securities are owned by various individuals and institutional investors,
including T. Rowe Price Media & Telecommunications Fund, Inc. (which owned
471,430 shares, representing 11.58% of the shares outstanding as of March 23,
2009), for which T. Rowe Price Associates, Inc. (Price Associates) serves as
investment adviser with power to direct investors and/or sole power to vote the
securities. For the purposes of the reporting requirements of the SEC, Price
Associates is deemed to be a beneficial owner of such securities; however,
Price Associates disclaims that it is, in fact, the beneficial owner of such
securities.(4)
    
    Based on a Form 3 filed on July 9, 2007, William H. Gates III exercises voting
and investment control over the shares held by Cascade Investment, L.L.C.(5)
    
    The general partner of PAR Investment Partners, L.P. is PAR Group, L.P. and PAR
Capital Management, Inc. is its general partner.(6)
    
    Includes 156,593 shares held by Allen & Company LLC (including 52,500 shares
beneficially owned by Allen & Company LLC of the 75,000 share warrant, which
warrant is assumed to be fully vested for purposes of this table), 52,045
shares held by Allen SBH II, LLC, 259 shares held by MBOGO Inc. and 19,792
shares held by certain family members of Herbert A. Allen III, as President of
Allen & Company LLC, and as President of MBOGO may be deemed to be a member of
a group with such entities and to beneficially own the shares held directly by
each of such entities. Mr. Allen disclaims beneficial ownership of the shares
of common stock held by these entities except to the extent of his pecuniary
interest. Further, Mr. Allen and such entities disclaim that Mr. Allen and
such entities constitute a group for purposes of Rule 13d-5 of the Securities
Exchange Act of 1934, as amended. Mr. Allen holds dispositive power over the
19,792 shares held by certain of his family members but disclaims beneficial
ownership of such shares. The amount set forth in the table excludes
approximately 79,440 shares that are held by certain officers and employees of
Allen & Company LLC and their related parties (including 22,500 shares
beneficially owned by such officers, employees and their related parties of the
75,000 share warrant, which warrant is assumed to be fully vested for purposes
of this table).(7)
    
    Includes 1,350 shares of common stock issuable upon the exercise of options
that are exercisable within 60 days of March 23, 2009. Ms. Magee resigned from
her employment with the company effective March 3, 2009.(8)
    
    Mr. Bain left the Company as part of our reduction in force on January 16, 2009.(9)
    
    As of December 31, 2008, Mr. Steimle served as Interim Chief Financial Officer
and as such did not receive options or restricted stock. On March 3, 2009, Mr.
Steimle was named Chief Executive Officer and Chief Financial Officer.(10)
    
    Includes 2,558 shares of common stock issuable upon exercise of options that
are exercisable within 60 days of March 23, 2009, all of which are fully
vested. Also includes 50 shares of common stock subject to forfeiture within 60
days of March 23, 2009.(11)
    
    Includes 5,427 shares of common stock held in a retirement account for Mr.
Jesses benefit. Also includes 1,894 shares of common stock issuable upon the
exercise of options that are exercisable within 60 days of March 23, 2009, all
of which are fully vested and subject to a resale restriction which lapses on
the same vesting schedule as the original option grant. Also includes 50 shares
subject to forfeiture within 60 days of March 23, 2009.(12)
    
    Includes 200 shares subject to forfeiture within 60 days of March 23, 2009.(13)
    
    Includes 300 shares subject to forfeiture within 60 days of March 23, 2009.(14)
    
    Includes 300 shares subject to forfeiture within 60 days of March 23, 2009.(15)
    
    Includes all of the shares referenced in notes (7) through (14) above 12




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Equity Compensation Plan Information
  (B)
    
    
    (C)Weighted-
    
    
    Number of Securities(A)
    
    
    Average
    
    
    Remaining Available forNumber of Securities to
    
    
    Exercise Price
    
    
    Issuance Under Equitybe Issued Upon
    
    
    of Outstanding
    
    
    Compensation PlansExercise of Outstanding
    
    
    Options,
    
    
    (Excluding SecuritiesPlan Category
    
    Options, Warrants and Rights
    
    
    Warrants and Rights
    
    
    Reflected in Column (A))(1)(In thousands)
    
    
    
    
    
    
    (In thousands)Equity compensation
plans approved by
security holders
    
    
    109
    
    
    $
    23.35
    
    
    
    186Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    109
    
    
    $
    23.35
    
    
    
    186
 
 (1)
    
    Our 2004 Equity Incentive Plan provides that the common stock issuable
under the plan should not exceed in the aggregate 54,545 shares, plus
an annual increase on the first day of our fiscal year for a period of
ten years beginning January 1, 2005 equal to the lesser of (i) 4% of
the shares of common stock outstanding on each such date (rounded down
to the nearest whole share); (ii) 54,545 shares of common stock; or
(iii) the number of shares determined by our Board prior to the first
day of any fiscal year, which number should be less than each of
(i) and (ii). 
 Item 13. Certain Relationships and Related Transactions, and Director Independence
 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  Indemnification
  
 Item 14. Principal Accountant Fees and Services
 Audit Fees
  Audit-Related Fees
   13




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##### Table of Contents



Tax Fees
  All Other Fees
  Pre-Approval Policies And Procedures
   Auditors Independence
  
 PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
    ExhibitNumber
    
    Description of Documents2.1
    
    Asset Purchase Agreement dated November 8, 2005, by and among: LPI Media Inc. and
SpecPub, Inc., each a Delaware corporation; Triangle Marketing Services, Inc., a
Delaware corporation and a wholly owned subsidiary of LPI Media Inc.; PlanetOut Inc.,
a Delaware corporation; and Vulcan Acquisition Corp. and SpecPub Acquisition Corp.,
each a Delaware corporation and a wholly owned subsidiary of PlanetOut Inc. (filed as
Exhibit 2.1 to our Current Report on Form 8-K, File No. 000-50879, filed on
November 14, 2005, and amended as disclosed in our current report on Form 8-K/A, File
No. 000-50879, filed on January 20, 2006, each of which is incorporated herein by
reference). Certain schedules (and similar attachments) to Exhibit 2.1 have been
omitted in accordance with Item 601(b)(2) of Regulation S-K. PlanetOut will furnish a
supplemental copy of any omitted schedule (or similar attachment) to the Commission
upon request.2.2
    
    Asset Purchase Agreement dated January 19, 2006, by and among: RSVP Productions,
Inc., a Minnesota corporation; PlanetOut Inc., a Delaware corporation; Shuttlecraft
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of PlanetOut;
and Paul Figlmiller, an individual (filed as Exhibit 2.1 to our Current Report on
Form 8-K, File No. 000-50879, filed on January 24, 2006, and incorporated herein by
reference). Certain schedules (and similar attachments) to Exhibit 2.2 have been
omitted in accordance with Item 601(b)(2) of Regulation S-K. PlanetOut will furnish a
supplemental copy of any omitted schedule (or similar attachment) to the Commission
upon request.
 14




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##### Table of Contents



ExhibitNumber
    
    Description of Documents2.3
    
    Business Purchase and Sale Agreement by and among RSVP Productions, Inc., PlanetOut
Inc., Atlantis Events, Inc. and RSVP Vacations, LLC dated on October 10, 2007 (filed
as Exhibit 2.1 to out Current Report on Form 8-K, file No 000-50879, filed on
December 19, 2007, and incorporated herein by reference). Certain schedules (and
similar attachments) to Exhibit 2.3 have been omitted in accordance with
Item 601(b)(2) of Regulation S-K. PlanetOut will furnish a supplemental copy of any
omitted schedule (or similar attachment) to the Commission upon request.2.4
    
    Put/Call Agreement among Regent Releasing, L.L.C., Regent Entertainment Media Inc.,
PlanetOut Inc., LPI Media Inc. and SpecPub, Inc. dated as of August 12, 2008 (filed
as Exhibit 2.1 to our Current Report on Form 8-K, File No. 000-50879, filed on
August 13, 2008, and incorporated herein by reference).2.5
    
    Marketing Agreement between Regent Releasing, L.L.C. and PlanetOut Inc. entered into
as August 12, 2008 (filed as Exhibit 2.2 to our Current Report on Form 8-K, File
No. 000-50879, filed on August 13, 2008 and incorporated herein by reference).2.6
    
    Agreement and Plan of Merger by and among PlanetOut Inc., Here Media Inc., HMI Merger
Sub, the HMI Owners and the HMI Entities Referred to in the Agreement dated as of
January 8, 2009 (filed as Exhibit 2.1 to our Current Report on Form 8-K, File
No. 000-50879, filed on January 14, 2009 and incorporated herein by reference).3.1
    
    Amended and Restated Certificate of Incorporation, as amended by Certificate of
Amendment, dated October 1, 2007 and as currently in effect (filed as Exhibit 3.1 to
our Current Report on Form 8-K, File No. 000-50879, filed on October 4, 2007, and
incorporated herein by reference).3.2
    
    Amended and Restated Bylaws, as currently in effect (filed as Exhibit 3.4 to our
Registration Statement on Form S-1, File No. 333-114988, initially filed on April 29,
2004, declared effective on October 13, 2004, and incorporated herein by reference).4.1
    
    Specimen of Common Stock Certificate (filed as Exhibit 4.1 to our Current Report on
Form 8-K, File No. 000-50879, filed on October 4, 2007, and incorporated herein by
reference).4.2
    
    Form of Senior Debt Indenture (filed as Exhibit 4.5 to our Registration Statement on
Form S-3, File No. 333-133536, filed on April 25, 2006 and incorporated herein by
reference).4.3
    
    Form of Subordinated Debt Indenture (filed as Exhibit 4.6 to our Registration
Statement on Form S-3, File No. 333-133536, filed on April 25, 2006 and incorporated
herein by reference).4.4
    
    Rights Agreement dated as of January 4, 2007 among PlanetOut Inc. and Wells Fargo
Bank, N.A. (filed as Exhibit 99.2 to our Current Report on Form 8-K, File
No. 000-50879, filed on January 8, 2007 and incorporated herein by reference).4.5
    
    Form of Rights Certificate (filed as Exhibit 99.3 to our Current Report on Form 8-K,
File No. 000-50879, filed on January 8, 2007 and incorporated herein by reference).4.6
    
    Warrant Certificate issued to Allen & Company, LLC dated May 15, 2007 (filed as
Exhibit 99.1 to our Current Report on Form 8-K, File No. 000-50879, filed on May 18,
2007 and incorporated herein by reference). Replaced and superseded by Exhibit 4.8.4.7
    
    Amendment to Rights Agreement among PlanetOut Inc. and Wells Fargo Bank, N.A. dated
June 28, 2007 (filed as Exhibit 4.7 to our Quarterly Report on Form 10-Q, File
No. 000-50879, filed on August 3, 2007 and incorporated herein by reference).4.8
    
    Common Stock Warrant issued to Allen & Company, LLC dated January 14, 2008 (filed as
Exhibit 99.1 to our Current Report on Form 8-K, File No. 000-50879, filed on
January 17, 2008 and incorporated herein by reference). Replaced and superseded by
Exhibit 4.9.4.9
    
    Common Stock Warrant issued to Allen & Company, LLC dated January 8, 2009 (filed as
Exhibit 99.1 to our Current Report on Form 8-K, File No. 000-50879, filed on
January 14, 2009 and incorporated herein by reference).
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##### Table of Contents



ExhibitNumber
    
    Description of Documents4.10
    
    Amendment to Rights Agreement among PlanetOut Inc. and Wells Fargo Bank, N.A. dated
January 8, 2009 (filed as Exhibit 4.10 to our Annual Report on Form 10-K, File No.
000-50879, filed on March 4, 2009 and incorporated by reference).10.1
    
    1996 Stock Option Plan of PlanetOut Corporation (filed as Exhibit 10.1 to our
Registration Statement on Form S-1, File No. 333-114988, initially filed on April 29,
2004 and incorporated herein by reference).10.2
    
    1996 Equity Incentive Plan of PlanetOut Corporation (filed as Exhibit 10.2 to our
Registration Statement on Form S-1, File No. 333-114988, initially filed on April 29,
2004 and incorporated herein by reference).10.3
    
    Online Partners.com, Inc. 1997 Stock Plan (filed as Exhibit 10.5 to our Registration
Statement on Form S-1, File No. 333-114988, initially filed on April 29, 2004 and
incorporated herein by reference).10.4
    
    PlanetOut Partners, Inc. 2001 Equity Incentive Plan (filed as Exhibit 10.6 to our
Registration Statement on Form S-1, File No. 333-114988, initially filed on April 29,
2004 and incorporated herein by reference).10.5
    
    PlanetOut Inc. 2004 Equity Incentive Plan (filed as Exhibit 10.7 to our Registration
Statement on Form S-1, File No. 333-114988, initially filed on April 29, 2004 and
incorporated herein by reference).10.6
    
    PlanetOut Inc. 2004 Executive Officers and Directors Equity Incentive Plan (filed as
Exhibit 10.8 to our Registration Statement on Form S-1, File No. 333-114988,
initially filed on April 29, 2004 and incorporated herein by reference).10.7
    
    Form of PlanetOut Inc. 2004 Equity Incentive Plan Stock Option Grant Notice and
Agreement (filed as Exhibit 99.7 to our Registration Statement on Form S-8, File
No. 333-121633, initially filed on December 23, 2004 and incorporated herein by
reference).10.8
    
    Form of PlanetOut Inc. 2004 Equity Incentive Plan Restricted Stock Award Agreement
(filed as Exhibit 99.2 to our Current Report on Form 8-K, File No. 000-50879, filed
on December 23, 2005, and incorporated herein by reference).10.9
    
    Office lease dated July 1, 2004 by and between Blue Jean Equities West and PlanetOut
Inc. (filed as Exhibit 10.12 to our Registration Statement on Form S-1, File
No. 333-114988, initially filed on April 29, 2004 and incorporated herein by
reference).10.10
    
    Form of directors and officers indemnification agreement (filed as Exhibit 10.22 to
our Registration Statement on Form S-1, File No. 333-114988, initially filed on
April 29, 2004 and incorporated herein by reference).10.11
    
    Amended and Restated Investors Rights Agreement by and among the registrant and the
parties identified on Schedule A thereto (filed as Exhibit 10.23 to our Registration
Statement on Form S-1, File No. 333-114988, initially filed on April 29, 2004 and
incorporated herein by reference).10.12
    
    Form of Stock Option Agreement for Non-Employee Directors under the PlanetOut Inc.
2004 Equity Incentive Plan (filed as Exhibit 99.2 to our Current Report on Form 8-K,
File No. 000-50879, filed on May 23, 2005, and incorporated herein by reference).10.13
    
    Outside Director Compensation Program (a description of which is filed as
Exhibit 99.1 to our Current Report on Form 8-K, File No. 000-50879, filed on
December 23, 2005, and amended as described in Exhibit 99.1 to our Current Report on
Form 8-K, File No. 000-50879, filed January 31, 2006, each of which is incorporated
herein by reference).10.14
    
    Employment Agreement, dated as of June 20, 2006 by and between Karen Magee and
PlanetOut Inc. (filed as Exhibit 99.1 to our Current Report on Form 8-K, File
No. 000-50879, filed on June 23, 2006 and incorporated herein by reference).10.15
    
    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 (filed as
Exhibit 99.1 to our Current Report on Form 8-K, File No. 000-50879, filed on
October 3, 2006 and incorporated herein by reference).
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##### Table of Contents



ExhibitNumber
    
    Description of Documents10.16
    
    Common Stock Warrant dated September 28, 2006 issued to ORIX Venture Finance LLC
(filed as Exhibit 99.2 to our Current Report on Form 8-K, File No. 000-50879, filed
on October 3, 2006 and incorporated herein by reference).10.17
    
    Amendment No. 2, dated February 14, 2007 and effective as of December 30, 2006, to
Loan and Security Agreement by and between PlanetOut Inc., PlanetOut USA Inc., LPI
Media Inc., SpecPub, Inc., RSVP Productions, Inc. and ORIX Venture Finance, LLC
(filed as Exhibit 99.1 to our Current Report on Form 8-K, File No. 000-50879, filed
on February 20, 2007 and incorporated herein by reference).10.18
    
    Employment Agreement, dated February 14, 2007, by and between William Bain and
PlanetOut Inc. (filed as Exhibit 99.2 to our Current Report on Form 8-K, File
No. 000-50879, filed on February 20, 2007 and incorporated herein by reference).10.19
    
    Limited Waiver to Loan and Security Agreement and Amendment No. 3 dated May 9, 2007
to Loan and Security Agreement by and between PlanetOut Inc., PlanetOut USA Inc., LPI
Media Inc., SpecPub, Inc., RSVP Productions, Inc. and ORIX Venture Finance, LLC
(filed as Exhibit 10.29 to our Quarterly Report on Form 10-Q, File No. 000-50879,
filed on May 10, 2007 and incorporated herein by reference).10.20
    
    Purchase Agreement by and among PlanetOut Inc. and certain purchasers dated June 29,
2007 (filed as Exhibit 99.1 to our Current Report on Form 8-K, File No. 000-50879,
filed on July 3, 2007 and incorporated herein by reference).10.21
    
    Form of Registration Rights Agreement (filed as Exhibit 99.2 to our Current Report on
Form 8-K, File No. 000-50879, filed on July 3, 2007 and incorporated herein by
reference).10.22
    
    Amendment No. 1 to Limited Waiver to Loan and Security Agreement and Consent dated
June 29, 2007 by and between PlanetOut Inc., PlanetOut USA Inc., LPI Media Inc.,
SpecPub, Inc., RSVP Productions, Inc. and ORIX Venture Finance, LLC (filed as
Exhibit 10.32 to our Quarterly Report on Form 10-Q, File No. 000-50879, filed on
August 3, 2007 and incorporated herein by reference).10.23
    
    Summary of Amended Terms in Employment Agreement by and between PlanetOut Inc. and
Karen Magee (filed as Exhibit 10.33 to our Quarterly Report on Form 10-Q, File
No. 000-50879, filed on August 3, 2007 and incorporated herein by reference).10.24
    
    Summary of Compensation Terms for Daniel Steimle (filed as Exhibit 99.1 to our
Current Report on Form 8-K, File No. 000-50879, filed on October 4, 2007, and
incorporated herein by reference).10.25
    
    Description of Management Retention and Severance Plan adopted January 11, 2008
(filed as Exhibit 10.35 to our Quarterly Report on Form 10-Q, File No. 000-50879,
filed on May 15, 2008, and incorporated herein by reference).10.26
    
    Letter of Intent by and between PlanetOut Inc. and Regent Releasing, L.L.C., dates as
of April 7, 2008, filed as Exhibit 99.1 to our Current Report on Form 8-K, File
No. 000-50879, filed on April 9, 2008 and incorporated herein by reference).16.1
    
    Letter Regarding Change in Accountants dated June 29, 2005 from
PricewaterhouseCoopers LLP to the Securities and Exchange Commission (filed as
Exhibit 16.1 to our Current Report on Form 8-K, File No. 000-50879, filed on June 30,
2005 and incorporated herein by reference).21.1
    
    List of subsidiaries (filed as Exhibit 21.1 to our Annual Report on Form 10-K, File
No. 000-50879, filed on March 4, 2009 and incorporated herein by reference).23.1
    
    Consent of Storefield Josephson, Inc., Independent Registered Public Accounting Firm.24.1
    
    Power of Attorney (filed as Exhibit 24.1 to our Annual Report on Form 10-K, File No.
000-40879, filed on March 4, 2009 and incorporated herein by reference)
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##### Table of Contents



ExhibitNumber
    
    Description of Documents31.1
    
    Certification of Chief Executive Officer pursuant to the Securities Exchange Act
Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to the Securities Exchange Act
Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer pursuant to Section 18 U.S.C section 1350.32.2
    
    Certification of Chief Financial Officer pursuant to Section 18 U.S.C. section 1350.
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##### Table of Contents



SIGNATURES
  PLANETOUT INC.By:
    /s/ DANIEL E. STEIMLEDaniel E. SteimleChief Executive Officer and Chief
Financial Officer  Signature
    
    Title
    
    Date/s/ DANIEL E. STEIMLE

Daniel E. Steimle
    
    Chief Executive
Officer (Principal
Executive Officer)
and Chief Financial
Officer (Principal
Financial and
Accounting Officer)
    
    April 30, 2009*
    
    Chairman of the Board
    
    April 30, 2009Phillip S. Kleweno*
    
    Director
    
    April 30, 2009H. William Jesse, Jr.*
    
    Director
    
    April 30, 2009Jerry Colonna*
    
    Director
    
    April 30, 2009John E. Marcom, Jr.*
    
    Director
    
    April 30, 2009Stephen B. Davis*By:
    
    /s/ DANIEL E. STEIMLEDaniel E. Steimle, Attorney-in Fact
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##### Table of Contents



EXHIBIT INDEX
 23.1
    
    Consent of Storefield Josephson, Inc., Independent Registered Public Accounting Firm.31.1
    
    Certification of Chief Executive Officer pursuant to the Securities Exchange Act
Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to the Securities Exchange Act
Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer pursuant to Section 18 U.S.C section 1350.32.2
    
    Certification of Chief Financial Officer pursuant to Section 18 U.S.C. section 1350.