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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Online Systems Services, Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
682731 104
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(CUSIP Number)
R. Steven Adams
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1800 Glenarm Place, Suite 800
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Denver, CO 80202
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 23, 1996
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent (5%) of the class of
securities described in Item I and (2) has filed no amendment subsequent thereto
reporting financial ownership of five percent (5%) or less of such class.) (See
Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (However, see the
Notes).
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SCHEDULE 13D
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CUSIP No. Page 2 of 2 Pages
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1 NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
R. STEVEN ADAMS
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2 CHECK THE APPROPRIATE ROW IF A MEMBER OF A GROUP (a) [_]
(b) [_]
NOT APPLICABLE
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT [_]
TO ITEM 2(d) or 2(e)
NOT APPLICABLE
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF 7 SOLE VOTING POWER
SHARES
500,000
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
500,000
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
500,000
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [_]
SHARES
NOT APPLICABLE
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.8%
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14 TYPE OF REPORTING PERSON
IN
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STATEMENT FOR SCHEDULE 13D
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ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, no par value, of Online
Systems Services, Inc. whose principal executive offices are located at:
1800 Glenarm Place
Suite 800
Denver, CO 80202
ITEM 2. IDENTITY AND BACKGROUND
(a),(b)&(c) The name, address of principal business office and principal
occupation of the person filing is:
R. Steven Adams
1800 Glenarm Place
Suite 800
Denver, CO 80202
President, Chief Executive Officer, & Director of
Online System Services, Inc.
(d) The undersigned has not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The undersigned has not, during the last five years, been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in such person being subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) The undersigned is a United States Citizen.
ITEMS 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
All shares of common stock of Online System Services, Inc. (the "Company")
were acquired with personal funds.
ITEM 4. PURPOSE OF THE TRANSACTION.
The undersigned has served as an officer and director of the Company since
the incorporation of the Company in March 1994 and has held the shares in
connection with the undersigned's involvement as an employee, officer and
director of the Company. The undersigned has no current agreement,
arrangement or understanding with the Company or any other party with
respect to any type of transaction enumerated in Item 4(a)-(j) of Schedule
13D.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The following table sets forth the aggregate number and percentage
of outstanding shares of common stock of Online System Services,
Inc. beneficially owned by the undersigned as of the date of this
report:
Number of Shares Percentage of Outstanding Shares
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500,000 15.8%
(b) The undersigned holds the sole voting power and dispositive power
with respect to all the shares listed in Item 5(a) above.
(c) The undersigned has not engaged in any transactions in the Company's
common stock during the past sixty days.
(d) No other person is known to have the right to receive, or the power
to direct the receipt of dividends from, or to the proceeds from,
the sale of such shares of common stock of the Company held by the
undersigned.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The undersigned has agreed with Cohig & Associates, Inc. not to issue,
offer, sell, transfer, assign, hypothecate or otherwise dispose of any
securities of the Company for one year beginning May 23, 1996 without the
prior written consent Cohig & Associates, Inc.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) Agreement Not to Sell Securities delivered pursuant to the
Underwriting Agreement between the Company and Cohig & Associates,
Inc. dated May 30, 1996**
** The Underwriting Agreement is incorporated by reference to
Exhibit 1.1 of the Company's Registration Statement on Form SB-2
(Commission File No. 333-3282-D)
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SIGNATURES
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 10, 1997
/s/ R. Steven Adams
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R. Steven Adams
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