Demand Media is set to go public, according to an amended filing with the Securities and Exchange Commission, with shares priced from $14 to $16 each.

The online publisher could sell up to 8.625 million shares and, if it prices at the top of the range, it could be worth about $1.3 billion and raise $138 million.

That includes 4.5 million shares from the company, three million shares from existing shareholders and another 1.125 shares that its underwriters have an option to sell.

Demand will net $58.1 million, if the IPO price is $15.00 per share, which it said it will use for “investments in content, international expansion, working capital, product development, sales and marketing activities, general and administrative matters and capital expenditures.”

The company added that “we currently anticipate that our aggregate investments in content during the year ending December 31, 2011 will range from $50 million to $75 million.”

Demand’s ticker symbol will be DMD on the New York Stock Exchange.

In its amended prospectus, Demand said:

This is an initial public offering of shares of common stock of Demand Media, Inc.

Demand Media is offering 4,500,000 of the shares to be sold in the offering. The selling stockholders identified in this prospectus are offering an additional 3,000,000 shares. Demand Media will not receive any of the proceeds from the sale of the shares being sold by the selling stockholders.

Prior to this offering, there has been no public market for the common stock. It is currently estimated that the initial public offering price per share will be between $14.00 and $16.00.

The common stock of Demand Media has been approved for listing on the New York Stock Exchange under the symbol “DMD.”

Demand’s road to an IPO has been relatively quick.

One bump came last month, as BoomTown reported after the Santa Monica, Calif. company had to satisfy government regulatory questions over the way it recognizes costs of creating content.

Currently, using a concept of “long-lived” content, Demand has been amortizing those expenses over five years, since it says it continues to generate revenue on that material over that much time. Most publisher recognize costs immediately.

That’s different from many companies in the publishing business, which typically account for costs of creating content immediately as they are incurred or over a much shorter time period.

Demand has determined that its content has a more evergreen nature, compared to more topical–and perishable, from a revenue point of view–material produced by others.

Obviously, since this accounting treatment results in more attractive financial results, the longer expense period is of great interest to many other online content creators–such as AOL and Yahoo–which are watching the Demand IPO closely.

While the SEC did not ask Demand to make changes to its accounting practices, the amended S-1 is more detailed about them.

To be allowed to expense over five years, Demand said, the company has to use a sophisticated algorithmic platform–which other content creators do not have–to provide proof of “probable economic benefits” from that content over that time.

Since Demand has long claimed that it has a new and innovative approach to content creation, it is making the case to investors that it needs to have the correct accounting for that approach.

Said Demand in its amended filing:

“In determining whether content embodies probable future economic benefit required for asset capitalization, management has reviewed, and intends to regularly review the operating performance of content published.”

But, it warned:

“Changes from the five year useful life we currently use to amortize our capitalized content would have a significant impact on our financial statements. For example, if underlying assumptions were to change such that our estimate of the weighted average useful life of our media content was higher by one year from January 1, 2010, our net loss would decrease by approximately $1.6 million for the nine months ended September 30, 2010, and would increase by approximately $2.4 million should the weighted average useful life be reduced by one year.”

The practice has passed government scrutiny and now investors will decide what they think of this and the entire business of Demand.

Demand execs will now go on a road show for the offering, which is being led by Goldman Sachs and Morgan Stanley.

Many years ago, before Google went public, I had an unusual late-night conversation in the lobby of the TED conference with its co-founder Larry Page about the prospect, about which–despite its inevitability–he had more than a little nervousness.

That would be: Taking the search company public.

After much ruminating, Page concluded that one of the more important reasons he felt compelled to have an IPO was to finally reward Google’s employees for all the work they had done to build the company.

While I have never had a similar chat with Facebook CEO Mark Zuckerberg about the powerful social networking company and an initial public offering, I suspect that he would not express any such sentiment.

And it’s not because Zuckerberg does not value his staffers any less than Page did–instead, it’s because he seems to value his privacy most of all.

I know–ironic!–given how many perceive the company to be cavalier about important issues related to disclosures of personal information uploaded to Facebook by the mountain-load daily by its hundreds of millions of users.

That aside, Zuckerberg’s clear intent to keep the lid on Facebook tight–with no information about the details of financial performance and other pertinent information a public offering would require be disclosed–is clearly about to become a nettlesome issue for the company.

While that effort at preserving secrecy by staying private has resulted in little more than cute Silicon Valley media guessing games about a possible IPO, its most recent machinations are too clever by a half.

That would be the new and giant investment from Goldman Sachs, as well as a deal to get $1.5 billion of pre-IPO shares in the hands of the investment bank’s rich customers.

Aside from the appalling image that only the very wealthy can get an early shot at Facebook shares, which instantly became a press meme yesterday after the Goldman deal was announced, pretending this single investment entity–called a “special purpose vehicle”–simply feels like a Wall Street trick.

Plus, a special purpose vehicle sounds like a car that bankers use to take people for a ride.

Thus, a gaggle of rich doctors in New Jersey are treated like one blob, instead of what is plainly true to all. As the old Latin legal phrase goes: Res ipsa loquitur (the thing speaks for itself).

Of course, this strategic move is designed to keep the number of primary stockholders under 500, which is the IPO tipping point for the Securities and Exchange Commission.

Therefore, by all means, let’s do it!

Or not, because I had an intense déjà vu about all this, and an unease that it felt vaguely familiar as a negative characteristic of Zuckerberg’s leadership that seems to cling to him.

That would be the dicey origins of Facebook, which remain a controversy to this day, including garnering an entire Hollywood movie on the subject.

Anyone with a passing knowledge of Facebook’s history knows the basic question: Did Mark Zuckerberg “steal” the idea for Facebook from the Winklevoss twins, as well as sandbag their efforts, while they were all students at Harvard University?

And, more to the point, was it illegal?

The Winklevii certainly think so, continuing in their Don Quixote quest to take Zuckerberg down in a series of ever-more-comical lawsuits.

For me, the answer is a lot more complex–I think Zuckerberg most definitely screwed with the Olympic rowing twins and it was very creepy that he did.

But, in terms of breaking the law, not so much.

Of course, if you are endeavoring to always act with ethics in your career, this should not be the bar set. But in practical terms, it was most definitely an aggressive knee-capping that is not uncommon in business.

Zuckerberg has shown similar tendencies many times since then, especially around the thorny issues of privacy, where fast-and-loose behaviors are quickly followed by the I’m-sorry-I-didn’t-mean-it excuses.

Okay, fine, I get it. Business is war.

But, as it moves into a more mature place, the question now is whether Facebook should keep stressing this kind of wink-wink-nudge-nudge propensity, because it feels–how can I say this in the nicest way–icky.

Plus it will surely attract unneeded attention from the SEC, which is already looking into the opaque market for trading shares of closely held companies and where Facebook is the star attraction.

And this is to say nothing of other issues–for example, could there be insider trading problems around the buying and selling of these private shares, as one person close to the situation has noted to me?

Facebook, of course, will defend what it is doing as above board, say it’s not unfair to give special access to its bounty to the very rich in what is essentially a private IPO and wag a finger at critics like me and tell us we don’t understand sophisticated financial issues.

But here’s what I grok without a Harvard Business School degree: It feels sneaky, it feels elite, it feels opaque, and this kind of fancy financing footwork could end in tears.

Because these legitimate questions on how Facebook handles its stock will continue to dog the company until–when he is good and ready (and finances at Facebook look prettier)–Zuckerberg eventually pulls the trigger on an IPO.

It would be nice, even if Wall Street applauds his cleverness, if he didn’t keep shooting himself in the foot along the way.

If that’s the final determination, Dell (DELL) will have three days to sweeten its offer, or 3Par (PAR) will begin merger negotiations with Hewlett-Packard (HPQ).

In its filing, 3Par stresses that its board of directors has not yet made any determinations with respect to HP’s acquisition proposal and continues to unanimously recommend that its stockholders accept Dell’s offer, but its mandate to the company is clear: Raise the stakes or cede the battle.

Dell hasn’t yet commented on the filing, but it’s said to be drawing up a better offer for 3Par, though some question whether it is capable of mounting a new bid large enough to knock HP out of the running.

[Image credit: icanhascheezburger]

“The proposed transaction is the product of a flawed sales process and is being consummated at an unfair price,” Ubaney said in his complaint, arguing that the deal–which will pay common shareholders $5.70 per share–did not maximize Palm’s value as well as it should have. An understandable point given that preferred shareholder Elevation Partners stands to recoup $8.50 a share on its initial $325 million investment, thanks to the liquidation preference it was able to negotiate.

Now Palm (PALM) has persuaded Ubaney to drop his claim, although just how isn’t clear. Terms of the settlement weren’t disclosed, and in its SEC filing, Palm says they “will not affect the amount of the merger consideration that Palm stockholders are entitled to receive in the merger.”

So one shareholder suit down. But still a few more to go. Says Palm: “A number of substantively similar putative stockholder class action suits also remain pending in the Superior Court of California in Santa Clara County.”

Like victims in the thriller, “Ten Little Indians,” the directors of Yahoo involved in its Microsoft takeover debacle are moving off its board.

Today, it’s billionaire businessman Ron Burkle (pictured here) doing the leaving, after serving since 2001, when he was brought onto the Internet giant’s board by former CEO Terry Semel.

So far under the tenure of CEO Carol Bartz, who came to Yahoo (YHOO) in January 2009, Carl Icahn, the activist shareholder who was also a big player in the MicroHoo fight, departed in late October 2009.

(Icahn has since been dumping Yahoo shares, which reached a high of 75 million and are now at about 12 million, as reported by Digital Daily’s John Paczkowski earlier today.)

In addition, Maggie Wilderotter–who was once thought to be a candidate for Yahoo’s CEO job after former CEO and co-founder Jerry Yang stepped down–left in late September 2009.

Yahoo named Sue James, a former high-ranking Ernst & Young exec, as a new board member in January.

More appointments are likely as Bartz adds directors of her choosing.

Yahoo said in a press release this afternoon that Burkle, who made his giant fortune in the supermarket business, had decided not to stand for re-election at its 2010 annual stockholders’ meeting.

Speaking for BoomTown alone, it is a welcome departure, since it was Burkle, along with Yahoo Chairman Roy Bostock, who was most influential and involved in key decision-making in Yahoo’s disastrous battle with Microsoft (MSFT) in 2007 and 2008.

The fight wounded Yahoo badly, both on Wall Street and within the organization, leaving the Silicon Valley icon struggling to return itself to relevance and growth.

Here is the full press release from Yahoo about Burkle’s leaving:

Yahoo! Announces Ron Burkle Will Not Stand for Re-Election to Board

SUNNYVALE, Calif., Feb 16, 2010–Yahoo! Inc. (NASDAQ: YHOO) announced today that Ron Burkle has decided not to stand for re-election to the company’s Board of Directors at its 2010 annual stockholders’ meeting in order to devote more time to his other business interests. Mr. Burkle has served on the company’s board since November 2001.

“On behalf of our entire board, I would like to thank Ron for his distinguished service and invaluable contributions to our company and board,” said Roy Bostock, chairman of Yahoo!’s Board of Directors. “Yahoo! and its stockholders have benefited greatly from the counsel, insights and objectivity Ron has brought to the company during his nine years on the board. We wish him well in his future endeavors.”

“It has been a great privilege to serve on Yahoo!’s board and to work with such an outstanding group of people,” said Ron Burkle, managing partner of The Yucaipa Companies.

Which is exactly what Data Domain did.

One consolation: NetApp (NTAP) may have failed as a suitor, but it received a $57 million breakup fee from Data Domain (DDUP) as a result of the termination of the agreement.

Still, it’s a tough blow for NetApp (NTAP), which will now focus on “existing growth opportunities” instead of ill-starred bidding wars with rivals.

Said Dan Warmenhoven, NetApp’s chairman and CEO: “While NetApp’s acquisition of Data Domain would have produced benefits for customers and employees and complemented NetApp’s existing growth trajectory, we remain highly confident in our already compelling strategic plan, market opportunities, and competitive strengths.”

“NetApp applies a disciplined approach to acquisitions, one focused intently on creating long-term value for our stockholders.” Warmerhoven added. “We therefore cannot justify engaging in an increasingly expensive and dilutive bidding war that would diminish the deal’s strategic and financial benefits. NetApp has established leadership positions in virtualized infrastructure, storage efficiency, and unified storage, even in these difficult economic times, by helping customers meet their business objectives with less physical storage while reducing costs. That commitment will not change. We look forward to continuing to build on our foundation of innovation and customer service, and to continuing to execute our successful growth strategy.”

[Image credit: despair.com]

This morning, EMC raised its offer for Data Domain to $2.1 billion from $1.8 billion, an 11 percent increase over its previous all-cash bid. Data Domain’s board had previously recommended that shareholders reject EMC’s $30-a-share cash bid in favor of a $30 cash-and-stock offer from NetApp (NTAP).

Hard to see the board doing so again now that the EMC (EMC) has sweetened the financial end of its proposal and removed some deal-protection provisions with which Data Domain (DDUP) had taken issue. With those gone, EMC’s bid is clearly superior to NetApp’s, CEO Joe Tucci claims, and it would be hard to argue otherwise.

“Over the past several weeks we’ve received strong support from many Data Domain stockholders and customers, validating our belief that EMC is Data Domain’s best choice,” Tucci wrote in a letter to Data Domain’s leadership. “With regulatory requirements now fulfilled, and in light of the clearly superior proposal we submitted to Data Domain’s Board of Directors today, we expect Data Domain to sign our definitive agreement that will deliver superior value in cash to the Data Domain stockholders in as little as two weeks.”

Data Domain has until midnight on July 17 to accept the offer.

UPDATE: NetApp responded to EMC’s announcement with the following statement:

“In response to EMC’s revised, unsolicited offer, the NetApp Board of Directors will carefully weigh its options, keeping in mind both its fiduciary duty to its stockholders and its disciplined acquisition strategy. We will provide an update shortly.”

This morning, EMC raised its offer for Data Domain to $2.1 billion from $1.8 billion, an 11 percent increase over its previous all-cash bid. Data Domain’s board had previously recommended that shareholders reject EMC’s $30-a-share cash bid in favor of a $30 cash-and-stock offer from NetApp (NTAP).

Hard to see the board doing so again now that the EMC (EMC) has sweetened the financial end of its proposal and removed some deal-protection provisions with which Data Domain (DDUP) had taken issue. With those gone, EMC’s bid is clearly superior to NetApp’s, CEO Joe Tucci claims, and it would be hard to argue otherwise.

“Over the past several weeks we’ve received strong support from many Data Domain stockholders and customers, validating our belief that EMC is Data Domain’s best choice,” Tucci wrote in a letter to Data Domain’s leadership. “With regulatory requirements now fulfilled, and in light of the clearly superior proposal we submitted to Data Domain’s Board of Directors today, we expect Data Domain to sign our definitive agreement that will deliver superior value in cash to the Data Domain stockholders in as little as two weeks.”

Data Domain has until midnight on July 17 to accept the offer.

UPDATE: NetApp responded to EMC’s announcement with the following statement:

“In response to EMC’s revised, unsolicited offer, the NetApp Board of Directors will carefully weigh its options, keeping in mind both its fiduciary duty to its stockholders and its disciplined acquisition strategy. We will provide an update shortly.”

On Monday the company once again said its bid for the data storage equipment maker Data Domain is “superior” to a competing offer from NetApp. This, despite the fact that Data Domain earlier in the day issued a statement recommending that shareholders reject EMC’s $30-a-share cash bid and instead accept a $30 cash-and-stock offer from NetApp.

“Our Board is committed to enhancing stockholder value and, after careful review with our outside advisors, determined that the $30 per share EMC Offer is not in the best interests of our stockholders at this time,” said Frank Slootman, president and CEO of Data Domain.

Why not? Well, among other things Data Domain hasn’t been able to discuss EMC’s offer because EMC hasn’t yet accepted the confidentiality and standstill agreement that would allow it to do so. For another, Data Domain must pay a $57 million termination fee if it should abandon its deal with NetApp–and that’s on top of a host of other considerable transaction expenses.

That’s understandable, I suppose. Still, it’s difficult to see why Data Domain insists that EMC’s all-cash offer is worth less than NetApp’s cash-and-paper bid. Unless it’s doing so to force EMC’s hand deeper into its wallet. And, indeed, that may be exactly what’s happening here. Sources say. EMC (EMC) could raise its offer to as much as $35 per share to win Data Domain (DDUP) or force NetApp (NTAP) to pay more than it can afford for it. “EMC is in the win-win box and NetApp is in the lose-lose box,” a source close to the company told Reuters. “EMC can pay more than NetApp can in a reasonable range. If NetApp wants to pay at an unreasonable range, that’s good for EMC.”

Here’s Time Warner CEO Jeff Bewkes’s Memo on the AOL spinoff, which was approved by the media giant’s board last night and announced this morning.

BoomTown reported a lot of the deep details of the new structure of the online unit, which sweeps aside the previous one and includes a new venture unit.

Here’s the memo:

May 28, 2009

To: Time Warner Colleagues

From: Jeff Bewkes

Subject: Time Warner Announces Plan to Separate AOL

As you know, we’ve been working with AOL’s new management to move that company into the next phase of its evolution. To that end, we’ve been discussing the optimal ownership structure to enable AOL to fully realize its potential as a global Web services company. This morning, we announced that our Board of Directors has authorized management to proceed with plans for the complete legal and structural separation of AOL from Time Warner. Following the proposed transaction, which we aim to complete around the end of the year, AOL would be an independent, publicly traded company.

We believe that a separation will place both Time Warner and AOL in the best position to succeed, with greater operational and strategic flexibility. As an independent company, AOL should be a stronger competitor that is better able to deliver new and innovative products and services. At the same time, the separation will be another important step in the process we began last year of refocusing Time Warner to an even greater degree on our core content businesses.

For additional details about the proposed transaction, please click here to read the press release. I know you will have questions about this separation and how it may affect you and our company. We will provide more information as it becomes available over the coming months.

In the meantime, I’d like to thank the management and employees of AOL for the many contributions they have made, and continue to make, to our company. I’d also like to thank all Time Warner employees for your hard work and dedication. We’re making great progress toward our goals of building Time Warner into the world’s leading content company and improving our stockholders’ returns. With your continued support, I’m confident we have a bright future.

After publicly cataloguing Yahoo’s (YHOO) failures of leadership for the better part of the week, he seems to have fallen silent after what may prove to be the company’s greatest failure of all.

Perhaps that’s because he’s still hard at work penning a letter so full of spleen and vitriol it will melt Jerry Yang’s head like Belloq’s in “Raiders of the Lost Ark.”

Or perhaps it’s because he’s not that worried about the Google (GOOG) deal. After all, it’s got all sorts of things going against it. There’s antitrust scrutiny. And then there are its terms. According the deal’s fine print, Google is free to scuttle the agreement in the event of a “change in control.” And that includes changes of control in the boardroom–exactly the sort of thing Carl Icahn proposes.

The services agreement also permits Google to suspend performance of the services under certain circumstances, including a … change in a majority of the board of directors of Yahoo following an annual or special meeting of stockholders if a majority of the new directors did not serve on Yahoo’s board immediately prior to such stockholder meeting and were nominated or solicited for by Microsoft, Time Warner or News Corp. or, solely with respect to Yahoo’s first two annual or special meetings held after the effective date where the election of a majority of directors is before Yahoo stockholders (but not later than Sept. 1, 2009), by any other person or group.”