<PAGE>
As filed with the Securities and Exchange Commission on May 14, 1999
Registration No. 333-77063
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------
ONEMAIN.COM, INC.
(Exact name of registrant as specified in its charter)
---------------
Delaware 7375 11-3460073
(State or other (Primary standard (I.R.S. employer
jurisdiction of industrial identification number)
incorporation or classification code
organization) number)
8150 Leesburg Pike
6th Floor
Vienna, Virginia 22182
(703) 883-8262
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------
Stephen E. Smith
Chairman, President and Chief Executive Officer
OneMain.com, Inc.
8150 Leesburg Pike
6th Floor
Vienna, Virginia 22182
(703) 883-8262
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------
With a copy to:
James E. Showen, Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004
(202) 637-5600
Approximate date of commencement of proposed sale to public: As soon as
practicable after this Registration Statement becomes effective.
---------------
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
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 the earlier effective
registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X] 333-77063
---------------
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.
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- - --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers
The Certificate of Incorporation and Bylaws of the Registrant provide for the
indemnification of the Registrant's directors and officers to the fullest
extent authorized by, and subject to the conditions set forth in the General
Corporation Law of the State of Delaware (the "DGCL"), except that the
Registrant will indemnify a director or officer in connection with a proceeding
(or part thereof) initiated by the person only if the proceeding (or part
thereof) was authorized by the Registrant's Board of Directors. The
indemnification provided under the Certificate of Incorporation and Bylaws
includes the right to be paid by the Registrant the expenses (including
attorneys' fees) in advance of any proceeding for which indemnification may be
had in advance of its final disposition, provided that the payment of such
expenses (including attorneys' fees) incurred by a director or officer in
advance of the final disposition of a proceeding may be made only upon delivery
to the Registrant of an undertaking by or on behalf of the director or officer
to repay all amounts so paid in advance if it is ultimately determined that the
director or officer is not entitled to be indemnified. Pursuant to the Bylaws,
if a claim for indemnification is not paid by the Registrant within 60 days
after a written claim has been received by the Registrant, the claimant may at
any time thereafter bring an action against the Registrant to recover the
unpaid amount of the claim and, if successful in whole or in part, the claimant
will be entitled to be paid also the expense of prosecuting the action.
As permitted by the DGCL, the Registrant's Certificate of Incorporation
provides that directors of the Registrant shall not be liable to the Registrant
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Registrant or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the DGCL, relating to unlawful payment of
dividends or unlawful stock purchase or redemption or (iv) for any transaction
from which the director derived an improper personal benefit. As a result of
this provision, the Registrant and its stockholders may be unable to obtain
monetary damages from a director for breach of his or her duty of care.
Under the Bylaws, the Registrant has the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the Registrant, or is or was serving at the request of the
Registrant as a director, officer, employee, partner (limited or general) or
agent of another corporation or of a partnership, joint venture, limited
liability company, trust or other enterprise, against any liability asserted
against the person or incurred by the person in any such capacity, or arising
out of the person's status as such, and related expenses, whether or not the
Registrant would have the power to indemnify the person against such liability
under the provisions of the DGCL. The Registrant intends to purchase director
and officer liability insurance on behalf of its directors and officers.
II-1
<PAGE>
Item 21. Exhibits and Financial Statement Schedules
(a) Exhibits
<TABLE>
<S> <C>
3.1* Amended and Restated Certificate of Incorporation of the Registrant (Exhibit 3.1
of the Company's Registration Statement on Form S-1 (File No. 333-69925) is
incorporated by reference)
3.2+ Second Amended and Restated Bylaws of the Registrant
4.1* Form of Common Stock Certificate (Exhibit 4.1 of the Company's Registration
Statement on Form S-1 (File No. 333-69925) is incorporated by reference)
5.1+ Opinion of Hogan & Hartson L.L.P.
5.1.1 Opinion of Hogan & Hartson L.L.P.
10.1* Stock Exchange Agreement by and among the Registrant, United States Internet,
Inc. and certain shareholders of United States Internet, Inc. dated as of
December 21, 1998 (Exhibit 10.1 of the Company's Registration Statement on Form
S-1 (File No. 333-69925) is incorporated by reference)
10.2* Form of Shareholder Consent, Power of Attorney and Investor Questionnaire
executed by certain former shareholders of United States Internet, Inc. (Exhibit
10.2 of the Company's Registration Statement on Form S-1 (File No. 333-69925) is
incorporated by reference)
10.3* Stock Exchange Agreement by and among the Registrant, JPS.Net Corporation and the
shareholders of JPS.Net Corporation dated as of December 18, 1998 (Exhibit 10.3
of the Company's Registration Statement on Form S-1 (File No. 333-69925) is
incorporated by reference)
10.4* Stock Exchange Agreement by and among the Registrant, D&E SuperNet, Inc. and the
shareholders of D&E SuperNet, Inc. dated as of December 21, 1998 (Exhibit 10.4 of
the Company's Registration Statement on Form S-1 (File No. 333-69925) is
incorporated by reference)
10.5* Amendment No. 1 to Stock Exchange Agreement dated as of December 21, 1998 by and
among the Registrant, United States Internet, Inc. and certain shareholders of
United States Internet, Inc. (Exhibit 10.5 of the Company's Registration
Statement on Form S-1 (File No. 333-69925) is incorporated by reference)
10.6+ First Addendum to Stock Exchange Agreement dated as of February 26, 1999 by and
among the Registrant, JPS.Net Corporation and the shareholders of JPS.Net
Corporation and the shareholders of JPS.Net Corporation
10.7+ First Amendment to the Stock Exchange Agreement dated as of February 24, 1999 by
and among the Registrant, D&E SuperNet, Inc. and the shareholders of D&E
SuperNet, Inc.
10.8* Stock Exchange Agreement by and among the Registrant, TGF Technologies, Inc. and
the shareholders of TGF Technologies, Inc. dated as of February 18, 1999 (Exhibit
10.8 of the Company's Registration Statement on Form S-1 (File No. 333-69925) is
incorporated by reference)
10.9+ Senior Management Agreement between the Registrant and Stephen E. Smith
10.10+ Amendment No. 1 to Senior Management Agreement between the Registrant and
Stephen E. Smith
10.11+ Senior Management Agreement between the Registrant and Michael C. Crabtree
10.12+ Senior Management Agreement between the Registrant and Martin R. Lyons
10.13* Amendment to Senior Management Agreement between the Registrant and Martin R.
Lyons (Exhibit 10.12 of the Company's Registration Statement on Form S-1 (File
No. 333-69925) is incorporated by reference)
10.14* Senior Management Agreement between the Registrant and M. Cristina Dolan (Exhibit
10.13 of the Company's Registration Statement on Form S-1 (File No. 333-69925) is
incorporated by reference)
</TABLE>
II-2
<PAGE>
<TABLE>
<S> <C>
10.15* Amendment to Senior Management Agreement between the Registrant and M. Cristina
Dolan (Exhibit 10.14 of the Company's Registration Statement on Form S-1 (File
No. 333-69925) is incorporated by reference)
10.16+ Senior Management Agreement between the Registrant and Dewey K. Shay
10.17+ Amendment No. 1 to Senior Management Agreement between the Registrant and Dewey
K. Shay
10.18+ Senior Management Agreement between the Registrant and Allon H. Lefever
10.19+ Registration Rights Agreement among the Registrant and certain stockholders,
dated February 1, 1999
10.20* OneMain.com, Inc. 1999 Stock Option and Incentive Plan (Exhibit 10.18 of the
Company's Registration Statement on Form S-1 (File No. 333-69925) is incorporated
by reference)
10.21+ Amendment Number 1 to the OneMain.com, Inc. 1999 Stock Option and Incentive Plan
10.22* OneMain.com, Inc. 1999 Employee Stock Purchase Plan (Exhibit 10.19 of the
Company's Registration Statement on Form S-1 (File No. 333-69925) is incorporated
by reference)
10.23+ Amendment Number 1 to the OneMain.com, Inc. Employee Stock Purchase Plan.
21.1+ Subsidiaries of the Registrant
23.1+ Consent of Ernst & Young LLP, Independent Auditors (OneMain.com, Inc.)
23.2+ Consent of Ernst & Young LLP, Independent Auditors (D&E SuperNet, Inc.)
23.3+ Consent of Ernst & Young LLP, Independent Auditors (SunLink, Inc.)
23.4+ Consent of Ernst & Young LLP, Independent Auditors (LebaNet, Inc.)
23.5+ Consent of Grant Thornton LLP, Independent Auditors (Southwind Internet Access,
Inc.)
23.6+ Consent of Ernst & Young LLP, Independent Auditors (Southwind Internet Access,
Inc.)
23.7+ Consent of Ernst & Young LLP, Independent Auditors (Horizon Internet
Technologies, Inc.)
23.8+ Consent of Coulter & Justus, P.C., Independent Auditors (United States Internet,
Inc.)
23.9+ Consent of Ernst & Young LLP, Independent Auditors (United States Internet, Inc.)
23.10+ Consent of Ernst & Young LLP, Independent Auditors (Internet Partners of America,
LC)
23.11+ Consent of Ernst & Young LLP, Independent Auditors (Zoom.Net, Inc.)
23.12+ Consent of Ernst & Young LLP, Independent Auditors (Palm.Net, USA, Inc.)
23.13+ Consent of Ernst & Young LLP, Independent Auditors (Internet Access Group, Inc.)
23.14+ Consent of Ernst & Young LLP, Independent Auditors (Midwest Internet, L.L.C.)
23.15+ Consent of Kevin J. Tochtrop, Certified Public Accountant, Independent Auditor
(Internet Solutions, LLC)
23.16+ Consent of Ernst & Young LLP, Independent Auditors (Internet Solutions LLC)
23.17+ Consent of Ernst & Young LLP, Independent Auditors (FGInet, Inc.)
23.18+ Consent of Ernst & Young LLP, Independent Auditors (Superhighway, Inc.)
23.19+ Consent of Ernst & Young LLP, Independent Auditors (Lightspeed Net, Inc.)
23.20+ Consent of Ernst & Young LLP, Independent Auditors (JPS.Net Corporation)
23.21+ Consent of KPMG Peat Marwick LLP, Independent Auditors (TGF Technologies, Inc.)
23.22+ Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
23.22.1 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1.1)
27.1* Financial Data Schedule (Exhibit 27.1 of the Company's Registration Statement on
Form S-1 (File No. 333-69925) is incorporated by reference)
</TABLE>
--------
* Incorporated by Reference.
+ Previously filed.
II-3
<PAGE>
(b) Financial Statement Schedules
Schedules have been omitted because the information required to be set forth
therein is not applicable or is included elsewhere in the Financial Statements
or the notes thereto.
Item 22. Undertakings.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, 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 of
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
Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) To file, during any period in which any offers or sales are being made, a
post-effective amendment to the registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
an other material change to such information in the registration
statement.
(2) That, for the purpose of determining any liability under the Act, 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 the time shall be deemed to be the initial bona fide offering
thereof.
II-4
<PAGE>
(3) To remove from registration by means of a post-effective amendment any of
the securities which are being registered which remain unsold at the
termination of the offering.
(4) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it
became effective.
(5) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement by any person or party who is deemed to be an underwriter within the
meaning Rule 145(c), the issuer undertakes that such reoffering prospectus will
contain the information called for by the other items of the applicable
registration form with respect to reoffering by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form.
(6) The registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (5) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes 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
initial bona fide offering thereof.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Vienna, Virginia, on the
14th day of May, 1999.
OneMain.com, Inc.
By /s/ Stephen E. Smith
-----------------------------------
Stephen E. Smith
President, Chief Executive
Officer andChairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
Name Title Date
/s/ Stephen E. Smith President, Chief May 14, 1999
- - ------------------------------------ Executive Officer,
Stephen E. Smith Chairman of the
Board
* Director and Chief May 14, 1999
- - ------------------------------------ Operating Officer
Michael C. Crabtree and President of
the Southeast
Operating Group
* Director and May 14, 1999
- - ------------------------------------ Executive Vice
Dewey K. Shay President, Chief
Financial Officer
* Director and Vice May 14, 1999
- - ------------------------------------ Chairman and
Allon H. Lefever President of the
Northeast and
Plains States
Operating Groups
* Director May 14, 1999
- - ------------------------------------
Thomas R. Eisenmann
Director May 14, 1999
- - ------------------------------------
Donald R. Kaufmann
* Director May 14, 1999
- - ------------------------------------
Ella Fontanals de Cisneros
* Director May 14, 1999
- - ------------------------------------
Robert J. Dole
*Pursuant to Power of Attorney
By: /s/ Stephen E. Smith
--------------------------------
Stephen E. Smith
Attorney-in-Fact
II-6
<PAGE>
Exhibit Index
<TABLE>
<CAPTION>
Exhibit
Number Exhibits
------- --------
<C> <S>
3.1* Amended and Restated Certificate of Incorporation of the Registrant (Exhibit 3.1
of the Company's Registration Statement on Form S-1 (File No. 333-69925) is
incorporated by reference)
3.2+ Second Amended and Restated Bylaws of the Registrant
4.1* Form of Common Stock Certificate (Exhibit 4.1 of the Company's Registration
Statement on Form S-1 (File No. 333-69925) is incorporated by reference)
5.1+ Opinion of Hogan & Hartson L.L.P.
5.1.1 Opinion of Hogan & Hartson L.L.P.
10.1* Stock Exchange Agreement by and among the Registrant, United States Internet,
Inc. and certain shareholders of United States Internet, Inc. dated as of
December 21, 1998 (Exhibit 10.1 of the Company's Registration Statement on Form
S-1 (File No. 333-69925) is incorporated by reference)
10.2* Form of Shareholder Consent, Power of Attorney and Investor Questionnaire
executed by certain former shareholders of United States Internet, Inc. (Exhibit
10.2 of the Company's Registration Statement on Form S-1 (File No. 333-69925) is
incorporated by reference)
10.3* Stock Exchange Agreement by and among the Registrant, JPS.Net Corporation and the
shareholders of JPS.Net Corporation dated as of December 18, 1998 (Exhibit 10.3
of the Company's Registration Statement on Form S-1 (File No. 333-69925) is
incorporated by reference)
10.4* Stock Exchange Agreement by and among the Registrant, D&E SuperNet, Inc. and the
shareholders of D&E SuperNet, Inc. dated as of December 21, 1998 (Exhibit 10.4 of
the Company's Registration Statement on Form S-1 (File No. 333-69925) is
incorporated by reference)
10.5* Amendment No. 1 to Stock Exchange Agreement dated as of December 21, 1998 by and
among the Registrant, United States Internet, Inc. and certain shareholders of
United States Internet, Inc. (Exhibit 10.5 of the Company's Registration
Statement on Form S-1 (File No. 333-69925) is incorporated by reference)
10.6+ First Addendum to Stock Exchange Agreement dated as of February 26, 1999 by and
among the Registrant, JPS.Net Corporation and the shareholders of JPS.Net
Corporation and the shareholders of JPS.Net Corporation
10.7+ First Amendment to the Stock Exchange Agreement dated as of February 24, 1999 by
and among the Registrant, D&E SuperNet, Inc. and the shareholders of D&E
SuperNet, Inc.
10.8* Stock Exchange Agreement by and among the Registrant, TGF Technologies, Inc. and
the shareholders of TGF Technologies, Inc. dated as of February 18, 1999 (Exhibit
10.8 of the Company's Registration Statement on Form S-1 (File No. 333-69925) is
incorporated by reference)
10.9+ Senior Management Agreement between the Registrant and Stephen E. Smith
10.10+ Amendment No. 1 to Senior Management Agreement between the Registrant and
Stephen E. Smith
10.11+ Senior Management Agreement between the Registrant and Michael C. Crabtree
10.12+ Senior Management Agreement between the Registrant and Martin R. Lyons
10.13* Amendment to Senior Management Agreement between the Registrant and Martin R.
Lyons (Exhibit 10.12 of the Company's Registration Statement on Form S-1 (File
No. 333-69925) is incorporated by reference)
10.14* Senior Management Agreement between the Registrant and M. Cristina Dolan (Exhibit
10.13 of the Company's Registration Statement on Form S-1 (File No. 333-69925) is
incorporated by reference)
</TABLE>
<PAGE>
<TABLE>
<S> <C>
10.15* Amendment to Senior Management Agreement between the Registrant and M. Cristina
Dolan (Exhibit 10.14 of the Company's Registration Statement on Form S-1 (File
No. 333-69925) is incorporated by reference)
10.16+ Senior Management Agreement between the Registrant and Dewey K. Shay
10.17+ Amendment No. 1 to Senior Management Agreement between the Registrant and Dewey
K. Shay
10.18+ Senior Management Agreement between the Registrant and Allon H. Lefever
10.19+ Registration Rights Agreement among the Registrant and certain stockholders,
dated February 1, 1999
10.20* OneMain.com, Inc. 1999 Stock Option and Incentive Plan (Exhibit 10.18 of the
Company's Registration Statement on Form S-1 (File No. 333-69925) is incorporated
by reference)
10.21+ Amendment Number 1 to the OneMain.com, Inc. 1999 Stock Option and Incentive Plan
10.22* OneMain.com, Inc. 1999 Employee Stock Purchase Plan (Exhibit 10.19 of the
Company's Registration Statement on Form S-1 (File No. 333-69925) is incorporated
by reference)
10.23+ Amendment Number 1 to the OneMain.com, Inc. Employee Stock Purchase Plan.
21.1+ Subsidiaries of the Registrant
23.1+ Consent of Ernst & Young LLP, Independent Auditors (OneMain.com, Inc.)
23.2+ Consent of Ernst & Young LLP, Independent Auditors (D&E SuperNet, Inc.)
23.3+ Consent of Ernst & Young LLP, Independent Auditors (SunLink, Inc.)
23.4+ Consent of Ernst & Young LLP, Independent Auditors (LebaNet, Inc.)
23.5+ Consent of Grant Thornton LLP, Independent Auditors (Southwind Internet Access,
Inc.)
23.6+ Consent of Ernst & Young LLP, Independent Auditors (Southwind Internet Access,
Inc.)
23.7+ Consent of Ernst & Young LLP, Independent Auditors (Horizon Internet
Technologies, Inc.)
23.8+ Consent of Coulter & Justus, P.C., Independent Auditors (United States Internet,
Inc.)
23.9+ Consent of Ernst & Young LLP, Independent Auditors (United States Internet, Inc.)
23.10+ Consent of Ernst & Young LLP, Independent Auditors (Internet Partners of America,
LC)
23.11+ Consent of Ernst & Young LLP, Independent Auditors (Zoom.Net, Inc.)
23.12+ Consent of Ernst & Young LLP, Independent Auditors (Palm.Net, USA, Inc.)
23.13+ Consent of Ernst & Young LLP, Independent Auditors (Internet Access Group, Inc.)
23.14+ Consent of Ernst & Young LLP, Independent Auditors (Midwest Internet, L.L.C.)
23.15+ Consent of Kevin J. Tochtrop, Certified Public Accountant, Independent Auditor
(Internet Solutions, LLC)
23.16+ Consent of Ernst & Young LLP, Independent Auditors (Internet Solutions LLC)
23.17+ Consent of Ernst & Young LLP, Independent Auditors (FGInet, Inc.)
23.18+ Consent of Ernst & Young LLP, Independent Auditors (Superhighway, Inc.)
23.19+ Consent of Ernst & Young LLP, Independent Auditors (Lightspeed Net, Inc.)
23.20+ Consent of Ernst & Young LLP, Independent Auditors (JPS.Net Corporation)
23.21+ Consent of KPMG Peat Marwick LLP, Independent Auditors (TGF Technologies, Inc.)
23.22+ Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
23.22.1 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1.1)
27.1* Financial Data Schedule (Exhibit 27.1 of the Company's Registration Statement on
Form S-1 (File No. 333-69925) is incorporated by reference)
</TABLE>
--------
* Incorporated by Reference.
+ Previously filed.
<PAGE>
Exhibit 5.1.1
[LETTERHEAD OF HOGAN & HARTSON L.L.P.]
May 5, 1999
Board of Directors
OneMain.com, Inc.
8150 Leesburg Pike
6th Floor
Vienna, VA 22182
Ladies and Gentlemen:
We are acting as counsel to OneMain.com, Inc., a Delaware corporation
(the "Company"), in connection with Post-Effective Amendment No. 1 to its
registration statement on Form S-4 (SEC File No. 333-77063) (the "Registration
Statement"), previously declared effective by the Securities and Exchange
Commission (the "Commission"), relating to the proposed public offering of up to
4,000,000 shares of the Company's common stock, par value $.001 per share
("Common Stock"), which may be offered and sold by the Company from time to time
as described in the prospectus dated May 3, 1999, and one or more supplements or
amendments thereto (collectively, the "Prospectus"), all of which form a part of
the Registration Statement. This opinion letter is rendered in connection with
the proposed offering of 280,619 shares of Common Stock (the "Shares") pursuant
to the certain Merger Agreement dated as of May 5, 1999 by and among the
Company, The Grid Acquisition, Inc., The Grid, Inc., and the shareholders of The
Grid, Inc. (the "Merger Agreement"). This opinion letter is furnished to you at
your request to enable you to fulfill the requirements of Item 601(b)(5) of
Regulation S-K, 17 C.F.R. (S) 229.601(b)(5), in connection with the Registration
Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. Executed copy of the Registration Statement.
2. The Prospectus.
3. The Amended and Restated Certificate of Incorporation of the
Company, as certified by the Assistant Secretary of the Company on
the date hereof as then being complete, accurate and in effect.
<PAGE>
Board of Trustees
Equity Office Properties Trust
May 5, 1999
Page 2
4. The Second Amended and Restated Bylaws of the Company, as
certified by the Assistant Secretary of the Company on the date
hereof as then being complete, accurate and in effect.
5. Memorandum to the file regarding telephonic confirmation from the
staff of the Commission of the effectiveness of the Registration
Statement.
6. Certain resolutions of the Board of Directors of the Company (the
"Board"), adopted by unanimous written consent on May 4, 1999,
authorizing, among other things, the execution and delivery of
the Merger Agreement and the offer, issuance and sale of the
Shares and arrangements in connection therewith, as certified by
the Assistant Secretary of the Company on the date hereof as
being complete, accurate and in effect.
7. Executed copy of the Merger Agreement.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents and the conformity to authentic original documents of all
documents submitted to us as copies (including telecopies). This opinion letter
is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on applicable
provisions of the Delaware General Corporation Law, as amended (the "DGCL"), and
we express no opinion as to any other laws, statutes, ordinances, rules or
regulations (such as federal or state securities or "blue sky" laws).
Based upon, subject to and limited by the foregoing, we are of the
opinion that, assuming delivery of the Shares by the Company against payment of
the consideration for the Shares as specified in the Merger Agreement, the
Shares will be validly issued, fully paid and nonassessable under the DGCL.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely in connection with the filing by the Company of a post-effective
amendment to the Registration Statement. This opinion letter should not be
quoted
<PAGE>
Board of Trustees
Equity Office Properties Trust
May 5, 1999
Page 3
in whole or in part or otherwise be referred to, nor filed with or
furnished to any governmental agency or other person or entity, without the
prior written consent of this firm.
We hereby consent to the filing of this opinion letter as Exhibit
5.1.1 to the above-described post-effective amendment. In giving this consent,
we do not thereby admit that we are an "expert" within the meaning of the
Securities Act of 1933, as amended.
Very truly yours,
/s/ HOGAN & HARTSON L.L.P.
HOGAN & HARTSON L.L.P.
