Halcyon days revisited for Facebook also-ran…

December 15, 2010

Once upon a time, Classmates.com was a promising start-up. But then Facebook opened its doors to everyone and, perhaps more importantly, it was free. We won’t rehash that whole sorry tale here, but we were reminded of it recently when we saw that United Online (UNTD), which owns the site, had inked a new employment agreement with its chairman and chief executive, Mark R. Goldston.

United Online also owns FTD.com, a German service called StayFriends, and bargain Internet-access outfits NetZero and Juno, all of which seem very Web 1.0. But it was this 8-K that reminded us of Classmates.com’s ill-fated IPO — the one that got canceled in 2007 because, frankly, it was overpriced and investors weren’t all that interested.

Only now, it seems, is everyone over at United Online finally coming to terms with the fact that, no, there will not be a gonzo Classmates.com IPO that makes everyone rich and (more or less) happy at age 26. Of course, the filing didn’t put it that way. Here’s how UNTD put it:

“Mr. Goldston and Classmates Media Corporation … terminated the employment agreement between them dated August 22, 2007, as amended and restated. Mr. Goldston and CMC entered into this agreement in contemplation of an initial public offering of CMC, which was not consummated. Mr. Goldston continues to serve as CMC’s Chairman and Chief Executive Officer.”

We like how that last sentence is there as if to reassure everyone — Goldston included, presumably, though we’d understand if it left shareholders a little disappointed.

Left unsaid is that the old agreement, signed in early April 2007, was probably drafted with a lucrative IPO in mind. Beyond salary, bonus and five weeks of vacation, he essentially got gobs of restricted stock: 750,000 shares, due to vest on February 15 — of next year. At the time, it looked something like $10.4 million — and oodles more with a successful IPO. At today’s stock price, it looks more like just under $5 million.

With Goldston’s new contract, he has job security through December 21, 2015 (and extending for another year each year unless one side ends it), and a guaranteed salary of $952,970, plus a target bonus of that much again (and potentially more — the 8-K doesn’t indicate that there’s any upper limit).

It’s not immediately clear what happens to all that restricted stock — United Online only filed a summary of the agreement, not the actual document, and doesn’t address the award at all; presumably it’s still there, waiting for him to cash it in this February.

No doubt, as he does so, he’ll smile wistfully at what might have been. His shareholders have been doing that for years.

Image source: Classmates.com

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