<PAGE>
As filed with the Securities and Exchange Commission on July 24, 2000
Registration No. 333-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
NETZERO, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4644384
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
2555 TOWNSGATE ROAD
WESTLAKE VILLAGE, CALIFORNIA 91361
(Address of principal executive offices) (Zip Code)
----------
1999 STOCK INCENTIVE PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
----------
MARK R. GOLDSTON
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
NETZERO, INC.
2555 TOWNSGATE ROAD
WESTLAKE VILLAGE, CALIFORNIA 91361
(Name and address of agent for service)
(805) 418-2000
(Telephone number, including area code, of agent for service)
----------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
Proposed Proposed
Title of Securities to be Amount to be Maximum Offering Maximum Aggregate Amount of
Registered Registered(1) Price per Share(2) Offering Price(2) Registration Fee
------------------------- ------------- ------------------ ---------------- ----------------
<S> <C> <C> <C> <C>
1999 Stock Incentive Plan
-------------------------
Common Stock, $0.001 par value 3,143,834 shares $6.7188 $21,122,791.88 $5,576.42
1999 Employee Stock Purchase Plan
---------------------------------
Common Stock, $0.001 par value 1,571,917 shares $6.7188 $10,561,395.94 $2,788.21
---------------- ---------
Aggregate Registration Fee 4,715,751 Shares $8,364.63
================ =========
===================================================================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1999 Employee Stock Purchase
Plan or the 1999 Stock Incentive Plan by reason of any stock dividend,
stock split, recapitalization or other similar transaction effected without
the Registrant's receipt of consideration which results in an increase in
the number of the outstanding shares of Registrant's Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low selling prices per share of Registrant's Common Stock on July 18,
2000, as reported by the Nasdaq National Market.
<PAGE>
This Registration Statement on Form S-8 registers the offer and sale of an
additional 4,715,751 shares of Common Stock of NetZero, Inc. (the "Registrant")
for issuance under the 1999 Stock Incentive Plan and the 1999 Employee Stock
Purchase Plan (together with the 1999 Stock Incentive Plan, the "Plans"). The
contents of the prior Registration Statement relating to the Plans, File No.
333-89705, are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
NetZero, Inc. (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission"):
(a) The Registrant's prospectus filed with the Commission pursuant to Rule
424(b) promulgated under the Securities Act of 1933, as amended (the
"1933 Act") filed with the Commission on September 24, 1999, in
connection with the Registrant's Registration Statement No. 333-82827,
in which there is set forth the audited financial statements for the
Registrant's fiscal year ended June 30, 1999;
(b) The Registrant's Quarterly Reports on Form 10-Q filed with the
Commission on November 15, 1999; February 14, 2000; and May 15, 2000,
for the fiscal periods ended September 30, 1999; December 31, 1999;
and March 31, 2000, respectively;
(c) The Registrant's Current Report on Form 8-K filed with the Commission
on December 14, 1999, as amended on Form 8-K/A filed with the
Commission on February 14, 2000; and
(d) The Registrant's Registration Statement on Form 8-A12G filed with the
Commission on September 21, 1999, in which are described the terms,
rights and provisions applicable to the Registrant's outstanding
Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which de-registers all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. 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 subsequently filed document which also 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 8. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER EXHIBIT
-------------- -------
<S> <C>
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this Registration Statement.
</TABLE>
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Westlake Village, State of California
on this 21st day of July, 2000.
NETZERO, INC.
By: /s/ MARK R. GOLDSTON
-------------------------------------
Mark R. Goldston
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of NetZero, Inc., a
Delaware corporation, do hereby constitute and appoint Mark. R. Goldston and
Charles S. Hilliard and each of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
---------------------------------------- ----------------------------------------------------- ---------------
<S> <C> <C>
/s/ MARK R. GOLDSTON Chairman, Chief Executive Officer and July 21, 2000
------------------------------------- Director (Principal Executive Officer)
Mark. R. Goldston
/s/ CHARLES S. HILLIARD Senior Vice President, Finance and Chief July 21, 2000
------------------------------------- Financial Officer (Principal Financial and
Charles S. Hilliard Accounting Officer)
/s/ RONALD T. BURR
------------------------------------- President and Director July 21, 2000
Ronald T. Burr
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
---------------------------------------- ----------------------------------------------------- ---------------
<S> <C> <C>
/s/ WILLIAM T. GROSS Director July 21, 2000
-------------------------------------
William T. Gross
/s/ JAMES T. ARMSTRONG Director July 21, 2000
-------------------------------------
James T. Armstrong
Director July __, 2000
-------------------------------------
David C. Bohnett
/s/ JENNIFER S. FONSTAD Director July 21, 2000
-------------------------------------
Jennifer S. Fonstad
/s/ PAUL G. KOONTZ Director July 21, 2000
-------------------------------------
Paul G. Koontz
</TABLE>
II-3
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
NETZERO, INC.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER EXHIBIT
-------------- -------
<S> <C>
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this Registration Statement.
</TABLE>
