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Here Media Inc.

Date: June 8, 2009

/s/ Paul A. Colichman

Name: Paul A. Colichman

Title: Chief Executive Officer and President

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934

HERE MEDIA INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		26-3962587

(State of Incorporation or Organization)		(IRS Employer Identification No.)

10990 Wilshire Boulevard, Penthouse
Los Angeles, CA 90024

(Address of Principal Executive Offices) (Zip Code)

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A(c), please check the following box. o

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A(d), please check the following box. þ

Securities Act registration statement file number to which this form relates: 333-156726

Securities to be registered pursuant to Section 12(b) of the Act:


Title of Each Class		Name of Each Exchange on Which
to be so Registered		Each Class is to be Registered

None		None

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.001 per share

(Title of Class)

Item 1. Description of Registrant’s Securities to be Registered

A complete description of the common stock of the Registrant is contained under the captions “Description of Here Media Capital Stock” and “Comparative Rights of Planetout Stockholders Prior to and After the Merger” in the Proxy Statement/Prospectus (the “Proxy Statement/Prospectus”) forming a part of the Registration Statement on Form S-4, as amended (File No. 333-156726) (the “Registration Statement”), filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on January 15, 2009, under the Securities Act of 1933, as amended (the “Securities Act”). Such description is hereby incorporated by reference.

Item 2. Exhibits

The following exhibits are filed herewith (or incorporated by reference as indicated below):


Exhibit
Number		Description of Document
1.		Form of Amended and Restated Certificate of Incorporation of the Registrant, incorporated by reference to Exhibit 3.2 to the Registration Statement.

2.		Form of Bylaws of the Registrant, incorporated by reference to Exhibit 3.4 to the Registration Statement.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized.