8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 11, 2009

HERE MEDIA INC.

(Exact name of registrant as specified in its charter)

DELAWARE	000-53690	26-3962587
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10990 Wilshire Boulevard
Penthouse
Los Angeles, California	90024
(Address of principal executive offices)	(Zip Code)

(310) 806-4288

(Registrant’s telephone number, including area code)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.01 Completion of Acquisition or Disposal of Assets.

          On June 11, 2009 Here Media Inc. (“Here Media” or the “Company”) completed the business combination (the “Business Combination”) provided for in the Agreement and Plan of Merger, dated as of January 8, 2009 (as amended, supplemented or otherwise modified through the date hereof, the “Merger Agreement”), entered into by and among the Company, PlanetOut Inc. (“PlanetOut”), HMI Merger Sub, Inc. (“HMI Merger Sub”), Here Networks LLC (“Here Networks”), Regent Entertainment Media Inc. (together with Here Networks, the “HMI Entities”) and the owners of the HMI Entities.

          Pursuant to the Merger Agreement, the Business Combination of PlanetOut and the HMI Entities was accomplished in two concurrent steps. The first was the merger of HMI Merger Sub, a wholly owned subsidiary of the Company, with and into PlanetOut (the “Merger”), in which one share of the common stock, $0.001 par value per share (the “Common Stock”), and one share of the special stock (“Special Stock”), $0.001 par value per share, of the Company were issued in exchange for each outstanding share of the common stock, $0.001 par value per share, of PlanetOut. The stockholders of PlanetOut adopted the Merger Agreement and approved the Merger at a special meeting of the PlanetOut stockholders held on June 10, 2009. PlanetOut filed a Certificate of Merger with the Secretary of State of the State of Delaware on June 11, 2009 and thereby became the surviving corporation in the Merger and a wholly owned subsidiary of the Company.

          Concurrently with the Merger, the owners of the HMI Entities contributed to the Company all of their interests in the HMI Entities, which consisted of stock and limited liability company interests that constituted 100% of the ownership interest in each of those companies, in exchange for the Common Stock. Upon consummation of the Business Combination on June 11, 2009, the former PlanetOut stockholders and the holders of certain warrants to purchase PlanetOut common stock became beneficial owners of 20% of the Common Stock and 100% of the Special Stock, and the former owners of the HMI Entities became owners of 80% of the Common Stock.

          The Company registered the securities issued in connection with the Business Combination under the Securities Act of 1933, as amended, by filing with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-4, which was declared effective by the Commission on May 14, 2009.

ITEM 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The Company will file the financial statements of the acquired businesses required by Item 9.01(a) of Form 8-K by amendment of this current report on Form 8-K not later than 71 calendar days after the required filing date hereof.

(b) Pro Forma Financial Information.

The Company will file any pro forma information required by Item 9.01(b) of Form 8-K by amendment of this current report on Form 8-K not later than 71 calendar days after the required filing date hereof.

(d) Exhibits.

Exhibit No.	Description
Exhibit 99.1	Press release dated June 17, 2009 reporting completion of the Business Combination.

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

Date: June 16, 2009

HERE MEDIA INC.
By:	/s/ Paul A. Colichman
	Name:	Paul A. Colichman
	Title:	Chief Executive Officer and President

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EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Press release dated June 17, 2009 reporting completion of the Business Combination.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contacts:

Mark Umbach
Regent Media
310-806-6397
Mark.Umbach@regentmedia.com

Luis Lopez
Regent Media
212-209-5161
Luis.Lopez@regentmedia.com

Here Networks LLC and Its Publishing Affiliate Complete
Merger Deal With PlanetOut Inc.

New company will operate under name Here Media Inc.

June 17, 2009 (LOS ANGELES, CA and SAN FRANCISCO, CA) — Here Networks LLC announced today the completion of the business combination of Here Networks LLC and its publishing affiliate, which includes the LGBT publications The Advocate and Out, with PlanetOut Inc. (formerly-traded under the ticker symbol, LGBT). The new public company resulting from this business combination will be named Here Media Inc. with Stephen P. Jarchow serving as Chairman and Paul Colichman serving as CEO.

On Wednesday, June 10, 2009, the holders of a majority of the outstanding shares of PlanetOut Inc. common stock voted to approve the proposed business combination.

“The close of this deal represents an exciting moment for LGBT consumers across the globe,” said Stephen P. Jarchow and Paul Colichman. “We look forward to bringing new features that will enhance the user experience and keep our customers engaged.”

Here Media now becomes the premier global company for providing news and entertainment to the LGBT community. The company is also uniquely positioned to provide advertisers opportunities to reach its niche audience across platforms including television, online, print publishing, and filmed entertainment. Here Media’s unmatched reach positions the company as a leader in creating an interactive relationship with consumers across all its iconic brands.

Jarchow and Colichman, along with current PlanetOut Inc. Chairman Phil Kleweno, will serve as the initial board of directors of Here Media.

About Here Media

Here Media, Inc. produces and distributes niche content across all platforms worldwide. Here Media’s iconic brands distribute gay media and world cinema programming with universal, humanistic appeal. Its distribution platforms include theaters, television, VOD, broadband, online, print and mobile. It earns subscription, advertising and licensing revenue from its award-winning content.

Here Media owns and operates a variety of media assets including:

• Here Studios, a full service motion picture studio.

• Here Films, a motion picture distribution company.

• here! Networks, a premium television network featuring programming that appeals to a gay and lesbian audience airing in 96 of the top 100 US markets, including every top 10 market.

• Iconic print brands including Out, Advocate and HIV Plus, as well as Alyson Books.

• Online properties including Gay.com, Planetout.com, Advocate.com, Out.com and SheWired.com which provide broadband video and social networking.

Paul Colichman is Chief Executive Officer of Here Media and Stephen P. Jarchow is Chairman. Together, they have produced and/or distributed over 200 motion pictures including Academy Award® winners “Gods and Monsters” and “Departures”.

Forward-Looking Statements

In addition to the historical information contained herein, this press release contains forward-looking statements, including statements regarding Here Media’s plans to launch new technologies and user experiences., .These statements include those containing the words “believes,” “anticipates,” “expects,” and similar words. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the company to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the limited operating history and variability of operating results of Here Media and its subsidiaries; ability to achieve its operating plan; competition; timing and success of product launches; success of marketing efforts; and dependence on technology infrastructure, cable and satellite operators and the Internet. Additional information concerning factors that could affect Here Media’s future business and financial results is included in Here Media’s public filings with the Securities and Exchange Commission, which are available at the SEC’s website at www.sec.gov.