<PAGE>
The Registrant requests effectiveness of this
Registration Statement upon filing in accordance
with Rule 462(a).
As filed with the Securities & Exchange Commission on October 11, 1996
Registration No. _______________________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
_________________________
ONLINE SYSTEM SERVICES, INC.
(Exact name of issuer as specified in its charter)
Colorado 84-1293864
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
_________________________
1800 GLENARM PLACE, SUITE 800
DENVER, COLORADO 80202
(303) 296-9200
(Address and telephone number of principal executive offices)
_________________________
STOCK OPTION PLAN OF 1995
(Full title of the Plan)
R. Steven Adams
Online System Services, Inc.
1800 Glenarm Place, Suite 800
Denver, Colorado 80202
(303) 296-9200
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
_________________________
Approximate date of proposed commencement of sales pursuant to the Plan:
From time to time after this Registration Statement becomes effective.
_________________________
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================
Title of Amount Proposed maximum Proposed maximum Amount of
securities to to be offering price aggregate offering registration
be registered registered per share (1) price (1) fee (1)
===================================================================================
<S> <C> <C> <C> <C>
Common Stock, 700,000 $4.59 $3,213,000 $1,107.93
no par value
- -----------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) of Regulation C based upon the price of
$4.59, which represents the last sale reported for such stock in the NASDAQ
Small Cap Market on October 8, 1996.
INCORPORATION OF DOCUMENTS BY REFERENCE
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), and, in accordance therewith,
files reports and other information with the Securities and Exchange Commission
("Commission"). The following documents, which have been filed by the Company
with the Commission pursuant to the Exchange Act (File No. 0-28462), are
incorporated by reference in this registration statement:
(a) The Company's Quarterly Report on Form 10-QSB for the quarter
ended June 30, 1996; and
(b) The description of the Company's stock contained in the Company's
Registration Statement in Form 8-A, as amended, declared effective by the
Commission as of May 23, 1996.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment that indicates that all securities
offered have been sold or that deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing such documents.
LEGAL MATTERS
Certain legal matters with respect to the legality of the issuance of the
shares of Common Stock offered hereby will be passed upon for the Company by
Gray, Plant, Mooty, Mooty & Bennett, P.A., Minneapolis, Minnesota. A principal
of Gray, Plant, Mooty, Mooty & Bennett, P.A. is the beneficial owner of 40,000
shares of the Common Stock of the Company.
<PAGE>
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article IX of the Company's Articles of Incorporation provides that the
Company shall indemnify, to the full extent permitted by Colorado law, any
director, officer, employee or agent of the corporation made or threatened to be
made a party to a proceeding, by reason of the former or present official of the
person, against judgments, penalties, fines, settlements and reasonable expenses
incurred by the person in connection with the proceeding if certain standards
are met.
The Company's Articles of Incorporation limit the liability of its
directors to the fullest extent permitted by the Colorado Business Corporation
Act. Specifically, directors of the Company will not be personally liable for
monetary damages for breach of fiduciary duty as directors, except for (i) any
breach of the duty of loyalty to the Company or its shareholders, (ii) acts or
omissions not in good faith or that involved intentional misconduct or a knowing
violation of law, (iii) dividends or other distributions of corporate assets
that are in contravention of certain statutory or contractual restrictions, (iv)
violations of certain laws, or (v) any transaction from which the director
derives an improper personal benefit. Liability under federal securities law is
not limited by the Articles.
EXHIBITS
4.1 Specimen Form of Common Stock Certificate*
4.2 Reserved
4.3 Stock Option Plan of 1995*
4.4 Form of Incentive Stock Option Agreement for Stock Option Plan of 1995*
4.5 Form of Nonstatutory Stock Option Agreement for Stock Option Plan of 1995*
5.1 Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.
23.1 Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. (contained in Exhibit
5.1 of this Registration Statement).
23.2 Consent of Jones, Jensen & Company
30.1 Powers of Attorney (included on the signature page of this Registration
Statement).
____________________
* Incorporated by reference to the same exhibit number included with the
Company's Registration Statement filed on Form SB-2, as amended (File No.
333-3282-D).
UNDERTAKINGS
A. The undersigned registrant hereby undertakes:
<PAGE>
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant as discussed above, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, Colorado on this 9th day of October, 1996.
ONLINE SYSTEM SERVICES, INC.
By /s/ R. Steven Adams
--------------------
R. Steven Adams, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints R. Steven Adams and Robert M. Geller, and each or
any one of them, his true and lawful attorney-in-fact and agent, each acting
alone, with full powers of substitution and resubstitution, for him and in his
name, place, and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) and supplements to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
/s/ R. Steven Adams President and Director October 9, 1996
- ------------------- (Principal Executive Officer)
R. Steven Adams
/s/ Robert M. Geller Vice President-Chief October 9, 1996
- -------------------- Financial Officer (Principal)
Robert M. Geller Financial Officer and Principal
Accounting Officer) and
Director
/s/ H. Robert Gill Director October 9, 1996
- ------------------
H. Robert Gill
- --------------
/s/ Robert J. Lewis Director October 9, 1996
- -------------------
Robert J. Lewis
- ---------------
/s/ Paul H. Spieker Director October 9, 1996
- -------------------
Paul H. Spieker
- ---------------
<PAGE>
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
EXHIBIT PAGE
- ------- ----
<S> <C> <C>
4.1 Specimen Form of Common Stock Certificate* --
4.3 Stock Option Plan of 1995* --
4.4 Form of Incentive Stock Option Agreement for --
Stock Option Plan of 1995*
4.5 Form of Nonstatutory Stock Option Agreement --
for Stock Option Plan of 1995*
5.1 Opinion of Gray, Plant, Mooty, Mooty &
Bennett, P.A.
23.1 Consent of Gray, Plant, Mooty, Mooty & --
Bennett, P.A. (see Exhibit 5.1 to this
Registration Statement)
23.2 Consent of Jones, Jensen & Company
30.1 Power of Attorney (included on the signature --
page of this Registration Statement)
</TABLE>
____________________
* Incorporated by reference to the same exhibit number included with the
Company's Registration Statement filed on Form SB-2, as amended (File No.
333-3282-D).
<PAGE>
[letterhead]
October 9, 1996
Securities and Exchange Commission EXHIBIT 5.1
450 Fifth Street N.W.
Washington, DC 20549
Re: Online System Services, Inc.
Registration Statement on Form S-8
Stock Option Plan of 1995
Dear Sir/Madam:
We are counsel for Online System Services, Inc. which has filed a
Registration Statement on Form S-8 for the registration of a maximum of 700,000
shares of common stock, no par value per share, issuable under the Online System
Services, Inc. Stock Option Plan of 1995 (the "Plan").
In rendering the opinion hereinafter expressed, we have examined such
records and documents of the Company and such other documents and records and
made such factual investigation as we deemed necessary. From such examination we
are of the opinion that:
When the shares of common stock, up to a maximum of 700,000 shares, are
issued and paid for pursuant to the Plan, such shares will be duly and
validly authorized and issued and fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to such
registration statement and to the reference to our name therein.
Very truly yours,
GRAY, PLANT, MOOTY, MOOTY &
BENNETT, P.A.
By /s/ Bruce B. McPheeters
-----------------------
Bruce B. McPheeters
<PAGE>
[letterhead]
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
October 8, 1996
Online System Services, Inc.
Denver, Colorado
Dear Sirs:
We hereby consent to the use incorporation by reference to our audit report
dated February 9, 1996 in the Registration Statement on Form S-8 for the Online
System Services, Inc. Stock Option Plan of 1995.
Very truly yours,
/s/ Jones, Jensen & Company
Jones, Jensen & Company
