<PAGE>
As filed with the Securities & Exchange Commission on November 18, 1998
Registration No. ________________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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 700
DENVER, COLORADO 80202
(303)296-9200
(Address and telephone number of principal executive offices)
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R. Steven Adams
Online System Services, Inc.
1800 Glenarm Place, Suite 700
Denver, Colorado 80202
(303) 296-9200
(Name, address and telephone number of agent for service)
Copy to:
Lindley S. Branson
Gray, Plant, Mooty, Mooty & Bennett, P.A.
33 South Sixth Street
3400 City Center
Minneapolis, Minnesota 55402
(612) 343-2800
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement.
If the only securities being registered on this form are being offered pursuant
to dividend or reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of earlier effective registration
statement for same offering. [X] 333-58653
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If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for same offering. [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities to Amount to be Proposed maximum Proposed maximum aggregate Amount of
be registered registered (2) offering price (1) offering price (1) registration fee
- - ------------------------ ------------------- ---------------------- ----------------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock, no par 53,015 shares $8.25 $437,373.75 $121.59
value
</TABLE>
- - -------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) of Regulation C as of the close of the market on
November 11, 1998.
(2) The registrant previously registered with the Securities and Exchange
Commission 574,281 shares of its common stock (Registration Statement No.
333-58653) and in connection therewith paid a filing fee of $1,838.13.
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE
SECURITIES ACT OF 1933.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The information set forth in the Registration Statement on Form S-3 filed
by Online System Services, Inc. with the Securities and Exchange Commission
(Registration Statement No. 333-58653) pursuant to the Securities Act of 1933,
as amended, is incorporated by reference in this registration statement.
II-1
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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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on November 18, 1998.
ONLINE SYSTEM SERVICES, INC.
By /s/ R. Steven Adams
--------------------------------
R. Steven Adams, President and
Chief Executive Officer
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints R. Steven Adams and Thomas S. Plunkett, and each
of them, his/her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution for him/her and in his/her name, place, and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) 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, and each of them, full powers and authority to do and perform each and
every act and things requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their or his/her 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 on the 18th day of November, 1998,
by the following persons in the capacities indicated:
/s/ R. Steven Adams
- - ---------------------------------------
R. Steven Adams,
(President, Chief Executive Officer and a Director)
/s/ Thomas S. Plunkett
- - ---------------------------------------
Thomas Plunkett
(Vice President and Chief Financial Officer)
/s/ Stu Lucko
- - ---------------------------------------
Stu Lucko
(Controller)
/s/ Paul H. Spieker
- - ---------------------------------------
Paul H. Spieker
(Director)
/s/ Robert J. Lewis
- - ---------------------------------------
Robert J. Lewis
(Director)
/s/ Richard C. Jennewine
- - ---------------------------------------
Richard C. Jennewine
(Director)
/s/ William R. Cullen
- - ---------------------------------------
William R. Cullen
(Director)
II-2
<PAGE>
ONLINE SYSTEM SERVICES, INC.
FORM S-3
INDEX TO EXHIBITS
3.1 Articles of Incorporation, as amended, of the Company (3)
3.2 Bylaws of the Company (1)
4.1 Specimen form of the Company's Common Stock certificate (2)
4.2 Form of Warrant Agreement dated May 23, 1996 between Corporate Stock
Transfer and the Company, including form of Warrant (2)
4.3 Specimen of Warrant Certificate--See Exhibit A filed with Exhibit 4.2
5.1 Opinion of Counsel*
23.1 Consent of Arthur Andersen LLP*
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* Filed herewith
(1) Filed with the initial Registration Statement on Form SB-2, filed April
5, 1996, Commission File No. 333-3282-D.
(2) Filed with Amendment No. 1 to the Registration Statement on Form SB-2,
filed May 3,1996, Commission File No. 333-3282-D.
(3) Filed with Post-Effective Amendment No. 1 on Form S-3 to the
Registration Statement on Form SB-2, filed June 22, 1998, Commission
File No. 333-3282-D and filed with the Form 10-QSB for the period ended
September 30, 1998, Commission File No. 0-28462.
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[Letterhead of Gray, Plant , Mooty, Mooty & Bennett, P.A.]
EXHIBIT 5.1
LINDLEY S. BRANSON
612 343-2827
November 18, 1998
Online System Services, Inc.
1800 Glenarm Place
Suite 800
Denver, CO 80202
RE: FORM S-3 REGISTRATION STATEMENT
Ladies/Gentlemen:
This opinion is furnished in connection with the registration, pursuant to
the Securities Act of 1933, as amended, of 53,015 shares of common stock, no par
value (the "Shares"), of Online System Services, Inc. (the "Company"), issuable
upon conversion of the outstanding shares of the Company's 5% Preferred Stock
(the "5% Preferred Stock"), which may sold from time to time by Arrow Investors
LLC (the "Selling Shareholder") for its own account.
We have acted as counsel to the Company in connection with the preparation
of the Form S-3 Registration Statement (the "Registration Statement"). We have
examined the Articles of Incorporation, as amended, the Bylaws of the Company,
such records of proceedings of the Company as we deemed material and such other
certificates, records and documents as we considered necessary for the purposes
of this opinion.
Based on the foregoing, we are of the opinion that the Shares will be when
issued upon the exercise of the 5% Preferred Stock legally issued, fully paid
and non-assessable securities of the Company. We understand that this opinion is
to be issued in connection with the Registration Statement. We consent to a
filing of a copy of this opinion with the Registration Statement.
Very truly yours,
GRAY, PLANT, MOOTY,
MOOTY & BENNETT, P.A.
By /s/ Lindley S. Branson
--------------------------------
Lindley S. Branson
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EXHIBIT 23.1
Consent of Independent Auditors
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 of our report dated
February 27, 1998 (except with respect to the matter discussed in Note 12 as to
which the date is March 12, 1998), included in Online System Services, Inc. Form
10-KSB for the year ended December 31, 1997 and to all references to our Firm
included in the Registration Statement.
/s/ Arthur Andersen LLP
Denver, Colorado,
November 18, 1998
