<PAGE>
As filed with the Securities & Exchange Commission on July 15, 1999
Registration No. 333-
- --------------------------------------------------------------------------------
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 700
Denver, Colorado 80202
(303) 296-9200
(Address and telephone number of principal executive offices)
_________________________
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
Scott A. Hendrickson
Gray, Plant, Mooty, Mooty & Bennett, P.A.
33 South Sixth Street
3400 City Center
Minneapolis, Minnesota 55402
(612) 343-2800
_________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of each class Amount to be Proposed maximum Proposed maximum Amount of
of securities to be registered offering price per aggregate offering price registration fee*
registered unit
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<S> <C> <C> <C> <C>
Common Stock, no 2,800,000 $14.75 $41,300,000 $11,481.40
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
$14.75, which represents the last sale reported for such stock in the
NASDAQ Small Cap Market on July 13, 1999.
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PART II
INCORPORATION OF DOCUMENTS BY REFERENCE
We filed a registration statement on Form S-8 (File No. 333-13983)
with the SEC on October 11, 1996 covering the registration of 700,000 shares
initially authorized for issuance under the Online System Services, Inc. 1995
Stock Option Plan (the "1995 Plan"). The contents of this prior registration
statement are incorporated herein by reference.
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. The following documents, which have been filed
by us with the SEC pursuant to the Securities and Exchange Act of 1934 (File No.
0-28462), are incorporated by reference in this registration statement:
(i) Our annual report on Form 10-KSB for the fiscal year ended
December 31, 1998;
(ii) Our report on Form 8-K, as amended, dated January 11, 1999;
(iii) Our quarterly report on Form 10-QSB for the quarter ending
March 31, 1999;
(iv) The description of our common stock contained in our
registration statement in Form 8-A, as amended, declared
effective by the SEC as of May 23, 1996.
All documents subsequently filed by us with the SEC 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.
EXHIBITS
4.1 Specimen form of OSS' Common Stock certificate (2)
4.2 Form of Warrant Agreement dated May 23, 1996 between
Corporate Stock Transfer and OSS, including form of Warrant
(2)
4.3 Stock Option Plan of 1995 (1)
4.4 Form of Incentive Stock Option Agreement for Stock Option
Plan of 1995 (1)
4.5 Form of Nonstatutory Stock Option Agreement for Stock Option
Plan of 1995 (1)
4.6 Form of Warrant issued in connection with Sale-Leaseback of
Equipment (1)
4.7 Form of Warrant issued in 1996 to private investors (1)
4.8 Specimen of Warrant Certificate--See Exhibit A filed with
Exhibit 4.2
4.9 Form of Warrant Agreement issued in 1997 and 1998 to private
investors (3)
4.10 Form of Warrant Agreement issued in connection with issuance
of Series A Preferred Stock (4)
4.11 Form of Warrant Agreement issued in connection with issuance
of Series C Preferred Stock (5)
5.1 Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.*
23.1 Consent of Arthur Andersen LLP*
23.2 Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. (see
Exhibit 5.1 to this Registration Statement)*
24 Power of Attorney (see signature page)*
- -----------------------------
* 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.
1
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(3) Filed with the Form 10-KSB Annual Report for the year ended December 31,
1997, Commission File No. 0-28462.
(4) Filed with the Registration Statement on Form S-3, filed December 22,
1998, Commission File No. 333-69477.
(5) Filed with the Form 10-KSB Annual Report for the year ended December 31,
1998, Commission File No. 0-28462.
2
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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-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, State of Colorado, on July 15, 1999.
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 William R. Cullen, 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 amendment
to the registration statement has been signed below on the 15th day of July,
1999, by the following persons in the capacities indicated:
/s/ R. Steven Adams
- --------------------
R. Steven Adams,
(President, Chief Executive Officer and a Director)
/s/ William R. Cullen
- ---------------------
William R. Cullen
(Chief Financial Officer and a Director)
/s/ Stuart J. Lucko
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Stuart J. Lucko
(Controller)
- -------------------
Robert J. Lewis
(Director)
/s/ Richard C. Jennewine
- --------------------------
Richard C. Jennewine
(Director)
<PAGE>
INDEX TO EXHIBITS
4.1 Specimen form of OSS' Common Stock certificate (2)
4.2 Form of Warrant Agreement dated May 23, 1996 between Corporate
Stock Transfer and OSS, including form of Warrant (2)
4.3 Stock Option Plan of 1995 (1)
4.4 Form of Incentive Stock Option Agreement for Stock Option Plan of
1995 (1)
4.5 Form of Nonstatutory Stock Option Agreement for Stock Option Plan
of 1995 (1)
4.6 Form of Warrant issued in connection with Sale-Leaseback of
Equipment (1)
4.7 Form of Warrant issued in 1996 to private investors (1)
4.8 Specimen of Warrant Certificate--See Exhibit A filed with Exhibit
4.2
4.9 Form of Warrant Agreement issued in 1997 and 1998 to private
investors (3)
4.10 Form of Warrant Agreement issued in connection with issuance of
Series A Preferred Stock (4)
4.11 Form of Warrant Agreement issued in connection with issuance of
Series C Preferred Stock (5)
5.1 Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.*
23.1 Consent of Arthur Andersen LLP*
23.2 Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. (see Exhibit
5.1 to this Registration Statement)*
24 Power of Attorney (see signature page)*
- -----------------------------
* 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 the Form 10-KSB Annual Report for the year ended December 31,
1997, Commission File No. 0-28462.
(4) Filed with the Registration Statement on Form S-3, filed December 22,
1998, Commission File No. 333-69477.
(5) Filed with the Form 10-KSB Annual Report for the year ended December 31,
1998, Commission File No. 0-28462.
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Exhibit 5.1
[Letterhead of Gray, Plant, Mooty, Mooty & Bennett, P.A.]
July 15, 1999
Securities and Exchange Commission
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 an additional
2,800,000 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 2,800,000 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/ Lindley S. Branson
-----------------------
Lindley S. Branson
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated March
10, 1999, included in Online System Services, Inc.'s Form 10-KSB for the year
ended December 31, 1998 and to all references to our firm included in this
Registration Statement on Form S-8.
Denver, Colorado
July 16, 1999
