<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON 17, 1999
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________
ONEMAIN.COM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 11-3460073
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
8150 Leesburg Pike
6TH FLOOR
Vienna, Virginia 22182
(703) 883-8262
(Address of Principal Executive Offices, including zip code, and telephone
number, including area code)
________________________
ONEMAIN.COM, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
________________________
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 and telephone number, including area code, of agent for service)
Copy to:
James E. Showen Esq.
STEVEN A. MUSELES, ESQ.
HOGAN & HARTSON L.L.P.
555 THIRTEENTH STREET, N.W.
WASHINGTON, D.C. 20004-1109
(202) 637-5600
________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE PRICE FEE
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.001 par share 500,000(1) $28.03125(2) $14,015,625(2) $3,896.34(2)
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
================================================================================
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the employee benefit plan described herein. There are also
registered hereunder such additional indeterminate number of shares as may be
issued as a result of the antidilution provisions of the Plan.
(2) Estimated pursuant to Rule 457(c) and (h) solely for purposes of
calculating the amount of registration fee, based on the average of the high
and low prices per share of the Common Stock on May 13, 1999 as reported on the
NASDAQ market.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be sent
or given to employees participating in the OneMain.Com, Inc. Employee Stock
Purchase (the "Plan") as specified by Rule 428(b)(1) of the Securities Act of
1933, as amended (the "Securities Act"). In accordance with the instructions to
Part I of Form S-8, such documents will not be filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. These documents and the documents incorporated by
reference pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute the prospectus as required by Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
OneMain.Com, Inc. (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents filed by it with the
Commission:
(a) The Registrant's Prospectus dated May 3, 1999 filed on May 5,
1999 pursuant to Rule 424(b) under the Securities Act.
(b) The Registrant's 10-Q filed on May 14, 1999.
(c) The description of the Registrant's common stock, par value $.001
per share ("Common Stock"), contained in the Registrant's
registration statement on Form 8-A12G filed on March 19, 1999.
In addition, all documents and reports filed by the Registrant subsequent
to the date hereof pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"), and prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents or reports. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
A description of the Registrant's Common Stock is incorporated by reference
under Item 3.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. 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.
<PAGE>
As permitted by DGCL, the Registrant's Certificate of Incorporation
provides that directors of the Registrant shall not be liable to the Registrant
or its stockholder 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 provisions, 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description
- ------- -----------
3.1 Amended and Restated Bylaws of the Registrant (incorporated by
reference to Exhibit 3.1 of the Registrant's Form S-1A filed on
February 2, 1999 (File No. 333-69925)
4.1 Form of Common Stock Certificate (incorporated by reference to
Exhibit 4.1 of the Registrant's registration statement on Form S-1
(File No. 333-69925)
5.1 Opinion of Hogan & Hartson, L.L.P.
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 (ZoomNet, 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. d/b/a Indynet)
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)
24 Power of Attorney (included on signature page)
ITEM 9. UNDERTAKINGS
- ------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this
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 end 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 a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-
8 or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
the periodic reports filed by the
<PAGE>
Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities 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 that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby further undertakes that, for the
purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to existing provisions or
arrangements whereby the Registrant may indemnify a director, officer
or controlling person of the Registrant against liabilities arising
under the Securities Act, 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
Securities 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 or 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.
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act, 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 Vienna, Virginia, on this 14th day of May, 1999.
ONEMAIN.COM, INC.
By /s/ Stephen E. Smith
----------------------------------------
Stephen E. Smith
Chairman, President and Chief Executive
Officer
THE PLAN. Pursuant to the requirements of the Securities Act, the Plan's
administrator has caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in Vienna, Virginia, on this 14th
day of May, 1999.
By /s/ Stephen E. Smith
----------------------------------------
Stephen E. Smith
Chairman, President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Stephen E. Smith his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities to sign any or all 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
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully for all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and date
indicated:
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
_____________________________ President, Chief Executive May 14, 1999
Stephen E. Smith Officer, Chairman of the Board
_____________________________ Director and Chief Operating May 12, 1999
Michael C. Crabtree Officer and President of the
Southeast Operating Group
_____________________________ Director and Executive Vice May 14, 1999
Dewey K. Shay President, Chief Financial
Officer
_____________________________ Director and Vice Chairman and May 14, 1999
Allon H. Lefever President of the Northeast and
Plains States Operating Groups
_____________________________ Director May 10, 1999
Thomas R. Eisenmann
_____________________________ Director May 14, 1999
Donald R. Kaufmann
_____________________________ Director May 13, 1999
Ella Fontanals de Cisneros
_____________________________ Director May 14, 1999
Robert J. Dole
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
3.1 Amended and Restated Bylaws of the Registrant (incorporated by
reference to Exhibit 3.1 of the Registrant's Form S-1A filed on
February 2, 1999 (File No. 333-69925)
4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit
4.1 of the Registrant's registration statement on Form S-1 (File No.
333-69925)
5.1 Opinion of Hogan & Hartson, L.L.P.
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 (ZoomNet, 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. d/b/a/ Indynet)
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)
24 Power of Attorney (included on signature page)
<PAGE>
EXHIBIT 5.1
[Hogan & Hartson, L.L.P. Letterhead]
May 17, 1999
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re: OneMain.Com, Inc. Employee Stock Purchase Plan
----------------------------------------------
Ladies and Gentlemen:
We are acting as counsel to OneMain.Com, Inc., a Delaware corporation
(the "Company"), in connection with the Registration Statement on Form S-8 (the
"Registration Statement") to be filed on or about May 17, 1999, with the
Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as
amended (the "Act"), in connection with a proposed offering by the Company of
500,000 shares of the Company's common stock, $0.001 par value per share (the
"Shares") under the OneMain.Com, Inc. Employee Stock Purchase Plan (the "Plan").
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. An executed copy of the Registration Statement.
2. The Certificate of Incorporation of the Company, as certified
by the Secretary of the Company on May 5, 1999 as then being
complete, accurate and in effect.
3. The Amended and Restated Bylaws of the Company, as certified by
the Secretary of the Company on May 5, 1999 as then being
complete, accurate and in effect.
4. Resolutions of the Board of Directors of the Company adopted on
December 23, 1998, as certified by the Secretary of the Company
on May 5, 1999 as then being complete, accurate and in effect,
approving and adopting the Plan.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity, 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). We
also have assumed that the Shares will not be issued in violation of the
ownership limit contained in the Company's charter. 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 Delaware law. We express no opinion herein as to any other laws,
statutes, regulations, or ordinances or as to compliance with the securities (or
"blue sky") laws.
Based upon, subject to and limited by the foregoing, we are of the
opinion that, when issued in accordance with the terms of the Plan, the Shares
will be validly issued, fully paid and nonassessable.
This opinion letter has been prepared solely for your use in
connection with the filing of the Registration Statement on the date of this
opinion letter and speaks as of the date hereof. We assume no obligation to
advise you of any changes in the foregoing subsequent to the delivery of this
opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement. 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,
HOGAN & HARTSON L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-xxxxx) pertaining to the OneMain.com, Inc. Employee Stock Purchase
Plan of our report dated February 25, 1999 with respect to the financial
statements of OneMain.com, Inc. included in the Registration Statement on Form
S-4 (333-77063) and related prospectus of OneMain.com, Inc., filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Vienna, Virginia
May 13, 1999
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-xxxxx) pertaining to the OneMain.com, Inc. Employee Stock Purchase
Plan of our report dated January 21, 1999 with respect to the financial
statements of D&E SuperNet, Inc. included in the Registration Statement on Form
S-4 (333-77063) and related prospectus of OneMain.com, Inc., filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
May 13, 1999
<PAGE>
EXHIBIT 23.3
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-xxxxx) pertaining to the OneMain.com, Inc. Employee Stock Purchase
Plan of our report dated January 20, 1999 with respect to the financial
statements of SunLink, Inc. included in the Registration Statement on Form S-4
(333-77063) and related prospectus of OneMain.com, Inc., filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
May 13, 1999
<PAGE>
EXHIBIT 23.4
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-xxxxx) pertaining to the OneMain.com, Inc. Employee Stock Purchase
Plan of our report dated January 15, 1999 with respect to the financial
statements of LebaNet, Inc. included in the Registration Statement on Form S-4
(333-77063) and related prospectus of OneMain.com, Inc., filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
May 13, 1999
<PAGE>
Exhibit 23.5
CONSENT OF INDEPENDENT AUDITORS
We have issued our report dated October 23, 1998, accompanying the financial
statements of SouthWind Internet Access, Inc. included in the Registration
Statement on Form S-4 (No. 333-77063) and related prospectus of OneMain.com,
Inc. filed with the Securities and Exchange Commission which are incorporated by
reference in this Registration Statement. We consent to the incorporation by
reference in this Registration Statement on Form S-8 (File No. 333-xxxxx)
pertaining to the OneMain.com, Inc. Employee Stock Purchase Plan of the
aforementioned report.
/s/ Grant Thornton LLP
Wichita, Kansas
May 13, 1999
<PAGE>
EXHIBIT 23.6
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-xxxxx) pertaining to the OneMain.com, Inc. Employee Stock Purchase
Plan of our report dated January 25, 1999 except for Note 10, as to which the
date is February 11, 1999 with respect to the financial statements of SouthWind
Internet Access, Inc. included in the Registration Statement on Form S-4 (333-
77063) and related prospectus of OneMain.com, Inc., filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
Wichita, Kansas
May 13, 1999
<PAGE>
EXHIBIT 23.7
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-xxxxx) pertaining to the OneMain.com, Inc. Employee Stock Purchase
Plan of our report dated January 29, 1999 with respect to the financial
statements of Horizon Internet Technologies, Inc. included in the Registration
Statement on Form S-4 (333-77063) and related prospectus of OneMain.com, Inc.,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Birmingham, Alabama
May 13, 1999
<PAGE>
EXHIBIT 23.8
CONSENT OF COULTER & JUSTUS, P.C., INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-xxxxx) pertaining to the OneMain.com, Inc. Employee Stock Purchase
Plan of our report dated November 4, 1998 with respect to the financial
statements of United States Internet, Inc. included in the Registration
Statement on Form S-4 (333-77063) and related prospectus of OneMain.com, Inc.,
filed with the Securities and Exchange Commission.
/s/ Coulter & Justus, P.C.
Knoxville, Tennessee
May 13, 1999
<PAGE>
EXHIBIT 23.9
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-xxxxx) pertaining to the OneMain.com, Inc. Employee Stock Purchase
Plan of our report dated February 26, 1999 with respect to the financial
statements of United States Internet, Inc. included in the Registration
Statement on Form S-4 (333-77063) and related prospectus of OneMain.com, Inc.,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Atlanta, Georgia
May 13, 1999
<PAGE>
EXHIBIT 23.10
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-xxxxx) pertaining to the OneMain.com, Inc. Employee Stock Purchase
Plan of our report dated January 29, 1999 with respect to the financial
statements of Internet Partners of America, LC included in the Registration
Statement on Form S-4 (333-77063) and related prospectus of OneMain.com, Inc.,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Little Rock, Arkansas
May 13, 1999
<PAGE>
EXHIBIT 23.11
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-xxxxx) pertaining to the OneMain.com, Inc. Employee Stock Purchase
Plan of our report dated January 23, 1999 with respect to the financial
statements of ZoomNet, Inc. included in the Registration Statement on Form S-4
(333-77063) and related prospectus of OneMain.com, Inc., filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Columbus, Ohio
May 13, 1999
<PAGE>
EXHIBIT 23.12
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-xxxxx) pertaining to the OneMain.com, Inc. Employee Stock Purchase
Plan of our report dated January 19, 1999 with respect to the financial
statements of Palm.Net USA, Inc. included in the Registration Statement on Form
S-4 (333-77063) and related prospectus of OneMain.com, Inc., filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Jacksonville, Florida
May 13, 1999
<PAGE>
EXHIBIT 23.13
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-xxxxx) pertaining to the OneMain.com, Inc. Employee Stock Purchase
Plan of our report dated January 14, 1999 with respect to the financial
statements of Internet Access Group, Inc. included in the Registration Statement
on Form S-4 (333-77063) and related prospectus of OneMain.com, Inc., filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Jacksonville, Florida
May 13, 1999
<PAGE>
EXHIBIT 23.14
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-xxxxx) pertaining to the OneMain.com, Inc. Employee Stock Purchase
Plan of our report dated January 26, 1999, except for Note 10, as to which the
date is February 3, 1999 with respect to the financial statements of Midwest
Internet, L.L.C. included in the Registration Statement on Form S-4 (333-77063)
and related prospectus of OneMain.com, Inc., filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
St. Louis, Missouri
May 13, 1999
<PAGE>
EXHIBIT 23.15
CONSENT OF INDEPENDENT AUDITORS
I consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-xxxxx) pertaining to the OneMain.com, Inc. 1999 Employee Stock
Purchase Plan of our report dated December 3, 1998 with respect to the financial
statements of Internet Solutions, LLC included in the Registration Statement on
Form S-4 (333-77063) and related prospectus of OneMain.com, Inc., filed with the
Securities and Exchange Commission.
/s/ Kevin J. Tochtrop
---------------------
Kevin J. Tochtrop,
Certified Public Accountant
Washington, Missouri
May 13, 1999
<PAGE>
EXHIBIT 23.16
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-xxxxx) pertaining to the OneMain.com, Inc. Employee Stock Purchase
Plan of our report dated January 26, 1999 with respect to the financial
statements of Internet Solutions, LLC included in the Registration Statement on
Form S-4 (333-77063) and related prospectus of OneMain.com, Inc., filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
St. Louis, Missouri
May 13, 1999
<PAGE>
EXHIBIT 23.17
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-xxxxx) pertaining to the OneMain.com, Inc. Employee Stock Purchase
Plan of our report dated January 29, 1999 with respect to the financial
statements of FGInet, Inc. included in the Registration Statement on Form S-4
(333-77063) and related prospectus of OneMain.com, Inc., filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
St. Louis, Missouri
May 13, 1999
<PAGE>
EXHIBIT 23.18
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-xxxxx) pertaining to the OneMain.com, Inc. Employee Stock Purchase
Plan of our report dated January 22, 1999 with respect to the financial
statements of Superhighway, Inc. d/b/a Indynet included in the Registration
Statement on Form S-4 (333-77063) and related prospectus of OneMain.com, Inc.,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Indianapolis, Indiana
May 13, 1999
<PAGE>
EXHIBIT 23.19
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-xxxxx) pertaining to the OneMain.com, Inc. Employee Stock Purchase
Plan of our report dated January 29, 1999 with respect to the financial
statements of Lightspeed Net, Inc. included in the Registration Statement on
Form S-4 (333-77063) and related prospectus of OneMain.com, Inc., filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Los Angeles, California
May 13, 1999
<PAGE>
EXHIBIT 23.20
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-xxxxx) pertaining to the OneMain.com, Inc. Employee Stock Purchase
Plan of our report dated January 15, 1999 with respect to the financial
statements of JPS.Net Corporation included in the Registration Statement on Form
S-4 (333-77063) and related prospectus of OneMain.com, Inc., filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Vienna, Virginia
May 13, 1999
<PAGE>
EXHIBIT 23.21
Consent of Independent Auditors
The Board of Directors
TGF Technologies, Inc.
We consent to the incorporation by reference in the registration statement (No.
333-00000) on Form S-8 of OneMain.Com, Inc. of our report dated February 6, 1999
with respect to the financial statements of TGF Technologies, Inc. in
registration statement (No. 333-77063) on Form S-4 of OneMain.Com, Inc.
/s/ KPMG LLP
Burlington, Vermont
May 12, 1999
