UPDATE 1-Classmates Media plans $125 mln IPO-SEC filing

(Adds details from SEC filing)

WASHINGTON, Aug 13 (Reuters) - Online social networking
service Classmates Media Corp, a wholly owned subsidiary of
United Online Inc (UNTD.O), plans an initial public offering of
Class A common stock that is likely to generate around $125
million, the company told the U.S. Securities and Exchange
Commission on Monday.

After completion of the offering, United Online will own
100 percent of Classmates Media Class B common stock, the
company said. Holders of Class B stock will be entitled to 10
votes per share and holders of Class A stock will be entitled
to 1 vote per share, it said.

Classmates Media said it will apply to have its Class A
shares quoted on the Nasdaq market under the symbol "CLAS"
CLAS.O.

Underwriters of the offering were identified as Goldman,
Sachs & Co, JP Morgan and Deutsche Bank Securities, according
to the SEC filing.

Classmates said it would use proceeds from the IPO to repay
$50 million of notes payable to United Online plus interest,
and for general corporate purposes.

"We may pursue the acquisition of businesses, services and
technologies that we believe may provide us with the
opportunity to leverage our assets and core competencies,
expand our geographic reach or that may otherwise be
complementary to our existing businesses," the company said in
the filing. "We do not have agreements or commitments for any
specific acquisitions at this time."

The company said it had more than 50 million registered
social networking accounts and 2.7 million paying accounts at
the end of June.

Classmates Media also connects advertisers with social
networking members by allowing them to earn points for online
activities that can be redeemed at retailers, theaters,
restaurants, airlines and hotels.

The entire SEC filing was posted on the Web here.