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Filed pursuant to Rule 424(c) and 424(b)(3)
Registration Statement 333-3282 D
PROSPECTUS SUPPLEMENT
Supplementing prospectus dated June 24, 1998
ONLINE SYSTEM SERVICES, INC.
SELLING SHAREHOLDERS
The selling shareholders have indicated that the shares and warrants
offered by this prospectus may be sold from time to time by them or by their
pledgees, donees, transferees or other successors in interest. The following
table sets forth:
o The name of each of the selling shareholders,
o The number of shares of our common stock and our warrants beneficially
owned by each of the selling shareholders as of April 26, 1999, and
o The number and percentage of securities offered by this prospectus
that may be sold from time to time by each of the selling
shareholders.
The shares of common stock and warrants offered by this prospectus consist
of shares and warrants that each of the selling shareholders has the right to
acquire upon the exercise of:
o Options to purchase shares at an exercise price of $8.10 per share,
o Options to purchase warrants at an exercise price of $0.001 per
warrant. Each two warrants entitle the selling shareholder to acquire
one share of our common stock at an exercise price of $9.00 per share.
In addition, under the registration statement of which this prospectus is a
part we have registered an additional number of shares of our common stock that
we may be required to issue to the selling shareholders as a result of any stock
split, stock dividend or similar transaction involving our common stock, in
order to prevent dilution, in accordance with Rule 416 under the Securities Act
of 1933. In the following table, we have calculated percentage ownership by
assuming that all shares of common stock which the selling shareholder has the
right to acquire within 60 days from the date of this prospectus supplement upon
the exercise of options, warrants, or convertible securities are outstanding for
the purpose of calculating the percentage of common stock owned by the selling
shareholder.
EBI Securities Corporation is a wholly owned subsidiary of Eastbrokers
International Incorporated, a publicly held company. Each of the other selling
shareholders is an employee of EBI Securities Corporation or one of its
affiliates.
There is no assurance that the selling shareholders will sell the shares
offered by this prospectus.
<TABLE>
<CAPTION>
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Shares of Common Percentage of
Shares of Common Shares of Common Stock/IPO Common Stock
Stock/IPO Warrants Stock/IPO Warrants Owned Owned Beneficially
Name of Selling Owned Beneficially Warrants Offered Beneficially After Before Offering/
Shareholder Before Offering Hereby Offering After Offering
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<S> <C> <C> <C> <C>
EBI Securities Corporation 12,039 / 6,693 (1) 10,039 / 6,693 2,000 / 0 (1) * / *
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Steven R. Hinkle 44,721 / 27,814 32,721 / 21,814 12,000 / 6,000 * / *
Ralph D. Olson 24,288 / 10,492 15,288 / 10,192 9,000 / 0 * / *
Joseph A. Lavigne 15,589 / 10,593 15,439 / 10,293 150 / 300 * / *
Jacob P. Kuijper 11,925 / 7,950 11,925 / 7,950 0 / 0 * / --
Other selling shareholders,
as a group (10 persons) 51,534 / 34,358 51,534 / 34,358 0 / 0 * / --
</TABLE>
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* Less than 1% of shares outstanding.
(1) Does not include shares held by EBI Securities Corporation in its capacity
as a market maker in our securities.
The date of this propsectus supplement is May 4, 1999.
