<PAGE>
As filed with the Securities and Exchange Commission on March 25, 1999
Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
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)
50 Hawthorne Road
Southampton, NY 11968
(516) 287-4084
(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.
50 Hawthorne Road
Southampton, NY 11968
(516) 287-4084
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------
Copies to:
STEVEN A. MUSELES R.W. SMITH, JR.
Hogan & Hartson L.L.P. Piper & Marbury L.L.P.
555 Thirteenth Street, N.W. 36 South Charles Street
Washington, D.C. 20004 Baltimore, MD 21201
(202) 637-5600 (410) 539-2530
Approximate date of commencement of proposed sale to public: As soon as
practicable after this Registration Statement becomes effective.
---------------
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, 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. [X] 333-69925
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 number of the earlier effective registration statement for the
same offering. [_]
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>
Proposed Maximum
Title of Each Class of Aggregate Offering Amount of
Securities to be Registered Price Registration Fee
- -----------------------------------------------------------------------------------
<S> <C> <C>
Common Stock, par value $.001 per share.... $ 31,050,000 $ 8,632
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This registration statement relates to the public offering of Common Stock of
OneMain.com, Inc. contemplated by a Registration Statement on Form S-1,
Registration No. 333-69925 (the "Prior Registration Statement"), and is filed
solely to increase the maximum aggregate offering price of the shares to be
offered in such offering by $31,050,000. The contents of the Prior Registration
Statement are hereby incorporated by reference.
<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 Southampton, New York,
on the 24th day of March, 1999.
OneMain.com, Inc.
By /s/ Stephen E. Smith
----------------------------------
Stephen E. Smith
Chairman, President and Chief
Executive Officer
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.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Stephen E. Smith Chairman, President March 24, 1999
- ------------------------------------- and Chief Executive
Stephen E. Smith Officer and
Director (Principal
Executive Officer)
/s/ Dewey K. Shay Executive Vice March 24, 1999
- ------------------------------------- President, Chief
Dewey K. Shay Financial Officer,
Treasurer,
Secretary and
Director Nominee
(Principal
Financial and
Accounting Officer)
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER EXHIBITS NUMBER
------- -------- ------
<C> <S> <C>
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.)
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 Ernst & Young LLP, Independent Auditors (TGF
Technologies, Inc.)
23.22 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
23.23 Consent of Allon H. Lefever (Director Nominee)
23.24 Consent of Michael C. Crabtree (Director Nominee)
23.25 Consent of Thomas R. Eisenmann (Director Nominee)
23.26 Consent of Donald R. Kaufmann (Director Nominee)
23.27 Consent of Ella Fontanals de Cisneros (Director Nominee)
23.28 Consent of Robert J. Dole (Director Nominee)
</TABLE>
<PAGE>
EXHIBIT 5.1
-----------
[Letterhead of Hogan & Hartson L.L.P.]
March 24, 1999
Mr. Stephen E. Smith
Sole Director
OneMain.com, Inc.
50 Hawthorne Road
Southampton, New York 11968
Mr. Smith:
We are acting as counsel to OneMain.com, Inc., a Delaware corporation
(the "Company"), in connection with its registration statement on Form S-1, as
amended (the "Registration Statement") filed with the Securities and Exchange
Commission pursuant to Rule 462(b) of the Securities Act of 1933, as amended
(the "Securities Act") relating to the proposed public offering of up to 575,000
shares of the Company's common stock, par value $0.001 per share, all of which
shares (the "Shares") are to be sold by the Company. 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 State of the State of Delaware on March 23,
1999 and by the Secretary of the Company on the date hereof as
then being complete, accurate and in effect.
3. The Bylaws of the Company, as certified by the Secretary of the
Company on the date hereof as then being complete, accurate and
in effect.
<PAGE>
Mr. Stephen E. Smith
March 24, 1999
Page 2
4. The proposed form of Underwriting Agreement among the Company and
the several Underwriters to be named therein, for whom BT Alex.
Brown, Incorporated, ING Baring Furman Selz LLC, First Union
Capital Markets Corp., SoundView Technology Group, Inc. and Wit
Capital Corporation (as e-Manager) will act as representatives
(the "Underwriting Agreement"), filed as Exhibit 1.1 to the
Registration Statement on Form S-1 (File No. 333-69925).
5. Resolutions of the Sole Director of the Company adopted on
December 23, 1998, March 22, 1999 and March 24, 1999, as
certified by the Secretary of the Company on the date hereof as
then being complete, accurate and in effect, relating to the
issuance and sale of the Shares and arrangements in connection
therewith.
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, and
the conformity with the original documents of all documents submitted to us as
certified, telecopied, photostatic, or reproduced copies. 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 the
General Corporation Law of the State of Delaware. We express no opinion herein
as to any other laws, statutes, regulations, or ordinances.
Based upon, subject to and limited by the foregoing, we are of the
opinion that following issuance of the Shares pursuant to the terms of the
Underwriting Agreement and receipt by the Company of the consideration for the
Shares specified in the resolutions of the Sole Director referred to in
paragraph 5 above, the Shares will be validly issued, fully paid and
nonassessable under the General Corporation Law of the State of Delaware.
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 for your use in connection with the filing of the Registration
Statement on the date of this opinion letter and should not be quoted 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.
<PAGE>
Mr. Stephen E. Smith
March 24, 1999
Page 3
We hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement and to the reference to this firm under the
caption "Validity of the Shares" in the prospectus incorporated by reference as
part of 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,
/s/ HOGAN & HARTSON L.L.P.
HOGAN & HARTSON L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference herein to this Form S-1 No. 333-
00000 of OneMain.com, Inc. filed pursuant to Rule 462(b) of our report dated
February 25, 1999 included in Amendment No. 4 to the Registration Statement
(Form S-1 No. 333-69925) and related Prospectus of OneMain.com, Inc. filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Vienna, Virginia
March 19, 1999
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference herein to this Form S-1 No. 333-
00000 of OneMain.com, Inc. filed pursuant to Rule 462(b) of our report dated
January 21, 1999 with respect to the financial statements of D&E SuperNet
included in Amendment No. 4 to the Registration Statement (Form S-1 No. 333-
69925) and related Prospectus of OneMain.com, Inc. filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
March 19, 1999
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference herein to this Form S-1 No. 333-
00000 of OneMain.com, Inc. filed pursuant to Rule 462(b) of our report dated
January 20, 1999 with respect to the financial statements of SunLink, Inc.
included in Amendment No. 4 to the Registration Statement (Form S-1 No. 333-
69925) and related Prospectus of OneMain.com, Inc. filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
March 19, 1999
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference herein to this Form S-1 No. 333-
00000 of OneMain.com, Inc. filed pursuant to Rule 462(b) of our report dated
January 15, 1999 with respect to the financial statements of LebaNet, Inc.
included in Amendment No. 4 to the Registration Statement (Form S-1 No. 333-
69925) and related Prospectus of OneMain.com, Inc. filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
March 19, 1999
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference herein to this Form S-1
No. 333-00000 of OneMain.com, Inc. filed pursuant to Rule 462(b) of our report
dated October 23, 1998 with respect to the financial statements of SouthWind
Internet Access, Inc. included in Amendment No. 4 to the Registration Statement
(Form S-1 No. 333-69925) and related Prospectus of OneMain.com, Inc. filed with
the Securities and Exchange Commission.
/s/ Grant Thornton LLP
Wichita, Kansas
March 18, 1999
<PAGE>
EXHIBIT 23.6
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference herein to this Form S-1 No. 333-
00000 of OneMain.com, Inc. filed pursuant to Rule 462(b) 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 Amendment No. 4 to the Registration Statement (Form S-1 No. 333-
69925) and related Prospectus of OneMain.com, Inc. filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
Wichita, Kansas
March 19, 1999
<PAGE>
EXHIBIT 23.7
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference herein to this Form S-1 No. 333-
00000 of OneMain.com, Inc. filed pursuant to Rule 462(b) of our report dated
January 29, 1999 with respect to the financial statements of Horizon Internet
Technologies, Inc. included in Amendment No. 4 to the Registration Statement
(Form S-1 No. 333-69925) and related Prospectus of OneMain.com, Inc. filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Birmingham, Alabama
March 19, 1999
<PAGE>
EXHIBIT 23.8
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference herein to this Form S-1 No. 333-
00000 of OneMain.com, Inc. filed pursuant to Rule 462(b) of our report dated
November 4, 1998 with respect to the financial statements of United States
Internet, Inc. included in Amendment No. 3 to the Registration Statement (Form
S-1 No. 333-69925) and related Prospectus of OneMain.com, Inc. filed with the
Securities and Exchange Commission.
/s/ Coulter & Justus, P.C.
Knoxville, Tennessee
March 19, 1999
<PAGE>
EXHIBIT 23.9
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference herein to this Form S-1 No. 333-
00000 of OneMain.com, Inc. filed pursuant to Rule 462(b) of our report dated
February 26, 1999 with respect to the financial statements of United States
Internet, Inc. included in Amendment No. 4 to the Registration Statement (Form
S-1 No. 333-69925) and related Prospectus of OneMain.com, Inc. filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Birmingham, Alabama
March 19, 1999
<PAGE>
EXHIBIT 23.10
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference herein to this Form S-1 No. 333-
00000 of OneMain.com, Inc. filed pursuant to Rule 462(b) of our report dated
January 29, 1999 with respect to the financial statements of Internet Partners
of America, LC included in Amendment No. 4 to the Registration Statement (Form
S-1 No. 333-69925) and related Prospectus of OneMain.com, Inc. filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Little Rock, Arkansas
March 19, 1999
<PAGE>
EXHIBIT 23.11
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference herein to this Form S-1
No. 333-00000 of OneMain.com, Inc. filed pursuant to Rule 462(b) of our report
dated January 23, 1999 with respect to the financial statements of ZoomNet,
Inc. included in Amendment No. 4 to the Registration Statement (Form S-1 No.
333-69925) and related Prospectus of OneMain.com, Inc. filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Columbus, Ohio
March 19, 1999
<PAGE>
EXHIBIT 23.12
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference herein to this Form S-1
No. 333-00000 of OneMain.com, Inc. filed pursuant to Rule 462(b) of our report
dated January 19, 1999 with respect to the financial statements of Palm.Net,
USA, Inc. included in Amendment No. 4 to the Registration Statement (Form S-1
No. 333-69925) and related Prospectus of OneMain.com, Inc. filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Jacksonville, Florida
March 19, 1999
<PAGE>
EXHIBIT 23.13
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference herein to this Form S-1
No. 333-00000 of OneMain.com, Inc. filed pursuant to Rule 462(b) of our report
dated January 14, 1999 with respect to the financial statements of Internet
Access Group, Inc. included in Amendment No. 4 to the Registration Statement
(Form S-1 No. 333-69925) and related Prospectus of OneMain.com, Inc. filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Jacksonville, Florida
March 19, 1999
<PAGE>
EXHIBIT 23.14
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference herein to this Form S-1
No. 333-00000 of OneMain.com, Inc. filed pursuant to Rule 462(b) 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 Amendment No. 4 to the Registration Statement (Form S-1 No. 333-
69925) and related Prospectus of OneMain.com, Inc. filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
St. Louis, Missouri
March 17, 1999
<PAGE>
EXHIBIT 23.15
CONSENT OF INDEPENDENT AUDITORS
I consent to the incorporation by reference herein to this Form S-1 No. 333-
00000 of OneMain.com, Inc. filed pursuant to Rule 462(b) of my report dated
December 3, 1998 with respect to the financial statements of Internet
Solutions, LLC included in Amendment No. 4 to the Registration Statement (Form
S-1 No. 333-69925) and related Prospectus of OneMain.com, Inc. filed with the
Securities and Exchange Commission.
/s/ Kevin J. Tochtrop, Certified
Public Accountant
Washington, Missouri
March 19, 1999
<PAGE>
EXHIBIT 23.16
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference herein to this Form S-1 No. 333-
00000 of OneMain.com, Inc. filed pursuant to Rule 462(b) of our report dated
January 26, 1999 with respect to the financial statements of Internet
Solutions, LLC included in Amendment No. 4 to the Registration Statement (Form
S-1 No. 333-69925) and related Prospectus of OneMain.com, Inc. filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
St. Louis, Missouri
March 19, 1999
<PAGE>
EXHIBIT 23.17
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference herein to this Form S-1 No. 333-
00000 of OneMain.com, Inc. filed pursuant to Rule 462(b) of our report dated
January 29, 1999 with respect to the financial statements of FGInet, Inc.
included in Amendment No. 4 to the Registration Statement (Form S-1 No. 333-
69925) and related Prospectus of OneMain.com, Inc. filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
St. Louis, Missouri
March 19, 1999
<PAGE>
EXHIBIT 23.18
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference herein to this Form S-1 No. 333-
00000 of OneMain.com, Inc. filed pursuant to Rule 462(b) of our report dated
January 22, 1999 with respect to the financial statements of Superhighway, Inc.
d/b/a Indynet included in Amendment No. 4 to the Registration Statement (Form
S-1 No. 333-69925) and related Prospectus of OneMain.com, Inc. filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Indianapolis, Indiana
March 19, 1999
<PAGE>
EXHIBIT 23.19
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference herein to this Form S-1 No. 333-
00000 of OneMain.com, Inc. filed pursuant to Rule 462(b) of our report dated
January 29, 1999 with respect to the financial statements of Lightspeed Net,
Inc. included in Amendment No. 4 to the Registration Statement (Form S-1 No.
333-69925) and related Prospectus of OneMain.com, Inc. filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Los Angeles, California
March 19, 1999
<PAGE>
EXHIBIT 23.20
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference herein to this Form S-1 No. 333-
00000 of OneMain.com, Inc. filed pursuant to Rule 462(b) of our report dated
January 15, 1999 with respect to the financial statements of JPS.Net
Corporation included in the Amendment No. 4 to the Registration Statement (Form
S-1 No. 333-69925) and related Prospectus of OneMain.com, Inc. filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Vienna, Virginia
March 19, 1999
<PAGE>
EXHIBIT 23.21
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference herein to this Form S-1 No. 333-
00000 of OneMain.com, Inc. filed pursuant to Rule 462(b) of our report dated
February 6, 1999 with respect to the financial statements of TGF Technologies
Inc. in Amendment No. 4 to the Registration Statement (Form S-1 No. 333-69925)
and related Prospectus of OneMain.com, Inc. filed with the Securities and
Exchange Commission.
/s/ KPMG LLP
Burlington, Vermont
March 17, 1999
<PAGE>
Exhibit 23.23
CONSENT OF DIRECTOR NOMINEE
---------------------------
To OneMain.com, Inc.:
Pursuant to Rule 438 promulgated under the Securities Act of 1933, as
amended, I hereby consent to the references in the Registration Statement of
OneMain.com, Inc. (the "Company") on Form S-1, and any amendments thereto, which
indicate that I have accepted a nomination to become a director of the Company
following the closing of the Company's initial public offering.
/s/ Allon H. Lefever
------------------------------
Allon H. Lefever
Dated: March 24, 1999
<PAGE>
Exhibit 23.24
CONSENT OF DIRECTOR NOMINEE
---------------------------
To OneMain.com, Inc.:
Pursuant to Rule 438 promulgated under the Securities Act of 1933, as
amended, I hereby consent to the references in the Registration Statement of
OneMain.com, Inc. (the "Company") on Form S-1, and any amendments thereto, which
indicate that I have accepted a nomination to become a director of the Company
following the closing of the Company's initial public offering.
/s/ Michael C. Crabtree
------------------------------
Michael C. Crabtree
Dated: March 24, 1999
<PAGE>
Exhibit 23.25
CONSENT OF DIRECTOR NOMINEE
---------------------------
To OneMain.com, Inc.:
Pursuant to Rule 438 promulgated under the Securities Act of 1933, as
amended, I hereby consent to the references in the Registration Statement of
OneMain.com, Inc. (the "Company") on Form S-1, and any amendments thereto, which
indicate that I have accepted a nomination to become a director of the Company
following the closing of the Company's initial public offering.
/s/ Thomas R. Eisenmann
------------------------------
Thomas R. Eisenmann
Dated: March 24, 1999
<PAGE>
EXHIBIT 23.26
CONSENT OF DIRECTOR NOMINEE
To OneMain.com, Inc.:
Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended,
I hereby consent to the references in the Registration Statement of OneMain.com,
Inc. (the "Company") on Form S-1 and any amendments thereto, which indicate that
I have accepted a nomination to become a director of the Company following the
closing of the Company's initial public offering.
/s/ Donald R. Kaufmann
_____________________________________
Donald R. Kaufmann
Dated: March 24, 1999
<PAGE>
EXHIBIT 23.27
CONSENT OF DIRECTOR NOMINEE
To OneMain.com, Inc.:
Pursuant to Rule 438 promulgated under the Securities Act of 1933, as
amended, I hereby consent to the references in the Registration Statement of
OneMain.com, Inc. (the "Company") on Form S-1, and any amendments thereto, which
indicate that I have accepted a nomination to become a director of the Company
following the closing of the Company's initial public offering.
/s/ Ella Fontanals de Cisneros
-----------------------------------
Ella Fontanals de Cisneros
Dated: March 24, 1999
<PAGE>
EXHIBIT 23.28
CONSENT OF DIRECTOR NOMINEE
To OneMain.com, Inc.:
Pursuant to Rule 438 promulgated under the Securities Act of 1933, as
amended, I hereby consent to the references in the Registration Statement of
OneMain.com, Inc. (the "Company") on Form S-1 and any amendments thereto, which
indicate that I have accepted a nomination to become a director of the Company
following the closing of the Company's initial public offering.
/s/ Robert J. Dole
---------------------------
Robert J. Dole
Dated: March 24, 1999
