As filed with the Securities and Exchange Commission on July 3, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICA ONLINE, INC.
(Exact name of registrant as specified in charter)
Delaware 54-1322110
(State or other (I.R.S.
jurisdiction of Employer
incorporation or Identificatio
organization) n Number)
8619 WESTWOOD CENTER DRIVE, VIENNA, VIRGINIA 22182-2285
(Address of principal executive offices)
AMERICA ONLINE, INC. 1992 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK
OPTION PLAN
Ellen M. Kirsh, Esq.
Vice President, General Counsel
and Secretary
America Online, Inc.
8619 Westwood Center Drive
Vienna, Virginia 22182-2285
(703)448-8700
(Name, address, including zip code,
and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Amount Maximum
Title of to be Offering Proposed Amount of
Securities to Registered Price Per Maximum Registration
be ed Share Aggregate Fee
Registered(1) (2) Offering Price
Common Stock,
$.01 par value 25,926,505 $12.9931(3) $336,865,672.10(5) $116,160.58
Common Stock,
$.01 par value 2,073,495 $41.4375(4) $85,920,449.06(6) $29,627.74
Total Fee $145,788.32
(1) The Registrant adopted a Rights Agreement on April 23, 1993.
Pursuant to such shareholder rights plan the right to receive one-
hundredth (1/100) share of preferred stock for each share of Common
Stock was provided to holders of the Common Stock under certain defined
circumstances. No such rights are currently exercisable. Value
attributable to such rights, if any, is reflected in the market price
of the Common Stock.
(2) The number of shares of Common Stock, to be registered consists of
the aggregate number of shares which may be sold upon the exercise of
options which have previously been granted and/or may hereafter be
granted under the America Online, Inc. 1992 Employee, Director and
Consultant Stock Option Plan (the "Plan"). The maximum number of
shares which may be sold upon the exercise of such options granted
under the Plan is subject to adjustment in accordance with certain anti-
dilution and other provisions of the Plan. Accordingly, pursuant to
Rule 416 under the Securities Act of 1933, as amended the ("Securities
Act"), this Registration Statement covers, in addition to the number of
shares stated above, an indeterminable number of shares which may be
subject to grant or otherwise issuable after the operation of any such
anti-dilution and other provisions.
(3) The maximum offering price per share has been determined solely
for the purpose of calculating the registration fee pursuant to Rules
457(c) and (h) under the Securities Act as follows: for the shares of
Common Stock which may be purchased upon exercise of outstanding
options, the fee is based on the average price at which options may be
exercised.
(4) The maximum offering price per share has been determined solely
for the purpose of calculating the registration fee pursuant to Rules
457(c) and (h) under the Securities Act as follows: for the options
that have not yet been granted, the fee is based on the average of the
high and low prices for the Common Stock as quoted on the Nasdaq Stock
Market National Market within five (5) business days prior to the above
date of filing.
(5) The maximum aggregate offering price per share has been determined
solely for the purpose of calculating the registration fee pursuant to
Rules 457(c) and (h) under the Securities Act as follows: for the
shares of Common Stock which may be purchased upon exercise of
outstanding options, the fee is based on the average price at which
options may be exercised.
(6) The maximum aggregate offering price per share has been determined
solely for the purpose of calculating the registration fee pursuant to
Rules 457(c) and (h) under the Securities Act as follows: for the
options that have not yet been granted the fee is based on the average
of the high and low prices for the Common Stock as quoted on the Nasdaq
Stock Market National Market within five (5) business days prior to the
above date of filing.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to General Instruction E on Form S-8 regarding the
registration of additional securities, America Online, Inc. (the
"Company") hereby is registering additional shares of common stock, par
value $.01 per share (the "Common Stock"), in the number set forth on
the cover page of this Registration Statement. Such shares are of the
same class as other securities of the Company for which previous
registration statements have been filed with the Securities and
Exchange Commission (the "Commission") relating to the Company's 1992
Employee, Director and Consultant Stock Option Plan (the "Plan"), and
such registration statements, as listed below, are incorporated by
reference herein:
Registration Statement on Form S-8, registering shares
issued in connection with the Plan, File No. 33-78066
(filed on April 22, 1994);
Registration Statement on Form S-8, registering shares
issued in connection with the Plan, File No. 33-46607
(filed on March 24, 1992).
Pursuant to Rule E, this Registration Statement contains such
information required by Form S-8 that is not otherwise included in the
above-listed registration statements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3 Incorporation of Documents by Reference
The following documents, which have been filed by America Online,
Inc., a Delaware corporation the Company, with the Commission, are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1995, as filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since June 30, 1995.
(c) The description of the Common Stock contained in the
Company's Registration Statement on Form S-3, Registration Number 33-
97078, filed with the Commission pursuant to the Exchange Act.
(d) In addition, all documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of
the filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Limitation of Liability; Indemnification of Directors and
Officers; Insurance
The Company's Restated Certificate of Incorporation eliminates the
liability of a director to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director to the fullest
extent permitted by the General Corporation Law of the State of
Delaware (the "Delaware Corporation Law"). The Delaware Corporation
Law permits a corporation to limit or eliminate the personal liability
of its directors to the corporation or its stockholders for monetary
damages for breach of fiduciary duty, other than (1) for any breach of
the duty of loyalty to the corporation or its stockholders, (2) for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (3) for willful or negligent
violations of provisions regarding the unlawful payment of dividends or
unlawful stock repurchases or redemptions, or (4) for any transaction
from which the director derived an improper personal benefit.
As permitted by the Delaware Corporation Law, Article Ninth of the
Company's Restated Certificate of Incorporation (the "Certificate of
Incorporation") (filed as Exhibit 3.1 to the Company's Form 10-Q for
the period ending September 30, 1995 (the "Form 10-Q")) provides that:
1. To the fullest extent permitted by the Delaware Corporation Law as
the same now exists or may hereafter be amended, the Company shall
indemnify, and advance expenses to, its directors and officers and any
person who is or was serving at the request of the Company as a
director or officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. The Company, by
action of its board of directors, may provide indemnification or
advance expenses to employees and agents of the Company or other
persons only on such terms and conditions and to the extent determined
by the board of directors in its sole and absolute discretion.
2. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article Ninth shall not be deemed exclusive
of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity
while holding such office.
3. The Company shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the Company, or is or was serving at the request
of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Company would have the power to indemnify him against such liability
under this Article Ninth.
4. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article Ninth shall, unless otherwise
provided when authorized or ratified, continue as to a person who has
ceased to be a director or officer and shall inure to the benefit of
the heirs, executors and administrators of such officer or director.
The indemnification and advancement of expenses that may have been
provided to an employee or agent of the Company by action of the board
of directors, pursuant to the last sentence of Paragraph 1 of this
Article Ninth, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be an employee or agent of
the Company and shall inure to the benefit of the heirs, executors and
administrators of such a person, after the time such person has ceased
to be an employee or agent of the Company, only on such terms and
conditions and to the extent determined by the board of directors in
its sole discretion.
Section 145 of the Delaware Corporation Law provides for
indemnification by the Company of its directors and officers. In
addition, Article Five of the Company's By-Laws (filed as Exhibit 3.2
to the Form S-3, Registration No. 33-90430) provides that:
5. Right to Indemnification. Each person who was or is made a party
or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director or an
officer of the Company or is or was serving at the request of the
Company as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter an "Indemnitee"), whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee
or agent or in any other capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless by the
Company to the fullest extent authorized by the Delaware Corporation
Law, as the same exists or may hereafter be amended (but, in the case
of any such amendment, only to the extent that such amendment permits
the Company to provide broader indemnification rights than such law
permitted the Company to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid in settlement)
reasonably incurred or suffered by such Indemnitee in connection
therewith; provided, however, that, except as provided in Section 3 of
this Article [(paragraph 7 of this Item 6)] with respect to proceedings
to enforce rights to indemnification, the Company shall indemnify any
such Indemnitee in connection with a proceeding (or part thereof)
initiated by such Indemnitee only if such proceeding (or part thereof)
was authorized by the board of directors of the Company.
6. Right to Advancement of Expenses. The right to indemnification
conferred in Section 1 of this Article [(paragraph 5 of this Item 6)]
shall include the right to be paid by the Company the expenses
(including attorneys' fees) incurred in defending any such proceeding
in advance of its final disposition; provided, however, that, if the
Delaware Corporation Law requires, an advancement of expenses incurred
by an Indemnitee in his capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such
Indemnitee, including, without limitation, service to an employee
benefit plan) shall be made only upon delivery to the Company of an
undertaking, by or on behalf of such Indemnitee, to repay all amounts
so advanced if it shall ultimately by determined by final judicial
decision from which there is no further right to appeal that such
Indemnitee is not entitled to be indemnified for such expenses under
this Section 2 [(this paragraph 6 of this Item 6)] or otherwise. The
rights to indemnification and to the advancement of expenses conferred
in Sections 1 and 2 [(paragraphs 5 and 6 of this Item 6)] of this
Article shall be contract rights and such rights shall continue as to
an Indemnitee who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the Indemnitee's heirs,
executors and administrators. Any repeal or modification of any of the
provisions of this Article shall not adversely affect any right or
protection of an Indemnitee existing at the time of such repeal or
modification.
7. Right of Indemnitees to Bring Suit. If a claim under Section 1 or
2 of this Article [(paragraph 5 or 6 of this Item 6)] is not paid in
full by the Company within sixty (60) days after a written claim has
been received by the Company, except in the case of a claim for an
advancement of expenses, in which case the applicable period shall be
twenty (20) days, the Indemnitee may at any time thereafter bring suit
against the Company to recover the unpaid amount of the claim. If
successful in whole or in part in any such suit, or in a suit brought
by the Company to recover an advancement of expenses pursuant to the
terms of an undertaking, the Indemnitee shall also be entitled to be
paid the expenses of prosecuting or defending such suit. In (i) any
suit brought by the Indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the Indemnitee to enforce a
right to an advancement of expenses) it shall be a defense that, and
(ii) in any suit brought by the Company to recover an advancement of
expenses pursuant to the terms of an undertaking, the Company shall be
entitled to recover such expenses upon a final adjudication that, the
Indemnitee has not met any applicable standard for indemnification set
forth in the Delaware Corporation Law. Neither the failure of the
Company (including its board of directors, independent legal counsel,
or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the Indemnitee is
proper in the circumstances because the Indemnitee has met the
applicable standard of conduct set forth in the Delaware Corporation
Law, nor an actual determination by the Company (including its board of
directors, independent legal counsel, or its stockholders) that the
Indemnitee has not met such applicable standard of conduct, shall
create a presumption that the Indemnitee has not met the applicable
standard of conduct or, in the case of such a suit brought by the
Indemnitee, be a defense to such suit. In any suit brought by the
Indemnitee to enforce a right to indemnification or to an advancement
of expenses hereunder, or brought by the Company to recover an
advancement of expenses pursuant to the terms of an undertaking, the
burden of proving that the Indemnitee is not entitled to be
indemnified, or to such advancement of expenses, under this Article or
otherwise shall be on the Company.
8. Non-Exclusivity of Rights. The rights to indemnification and to
the advancement of expenses conferred in this Article shall not be
exclusive of any other right which any person may have or hereafter
acquire under any statute, the Company's Certificate of Incorporation
as amended from time to time, these by-laws, any agreement, any vote of
stockholders or disinterested directors or otherwise.
9. Insurance. The Company may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the
Company or another corporation, partnership, joint venture, trust or
other enterprise against any expense, liability or loss, whether or not
the Company would have the power to indemnify such person against such
expense, liability or loss under the Delaware Corporation Law.
10. Indemnification of Employees and Agents of the Company. The
Company may, to the extent authorized from time to time by the board of
directors, grant rights to indemnification and to the advancement of
expenses to any employee or agent of the Company to the fullest extent
of the provisions of this Article with respect to the indemnification
and advancement of expenses of directors and officers of the Company.
As permitted by the Delaware Corporation Law, the Company's
Restated Certificate of Incorporation and the Company's Restated By-
Laws, the directors and officers of the Company are covered by a policy
of liability insurance.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit No. Description
4.1 Restated Certificate of Incorporation
of America Online, Inc. (filed as
Exhibit 3.1 to the Form 10-Q for the
period ending September 30, 1995 and
incorporated herein by reference)
4.2 Restated By-Laws of America Online,
Inc. (filed as Exhibit 3.2 to the
Registration Statement on Form S-3,
Registration No. 33-90430 and
incorporated herein by reference)
4.3 America Online, Inc. 1992 Employee,
Director and Consultant Stock Option
Plan (filed as Exhibit 10.24 to the
Registration Statement on Form S-1,
Registration No. 33-45585, as amended,
and incorporated herein by reference.)
5 Opinion of Sheila A. Clark, Deputy
General Counsel to the Corporation
(including the consent of such general
counsel), regarding the legality of
securities being offered
23.1 Consent of Sheila A. Clark, Deputy
General Counsel to the Corporation
(included in her opinion filed as
Exhibit 5 hereto)
23.2 Consent of Ernst & Young LLP,
independent auditors
24 Powers of Attorney
Item 9. Undertakings
(a) The Company 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 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 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 this 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
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose 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 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 undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement 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.
(c) 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 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 Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Vienna, State of
Virginia, on this 3rd day of July, 1996.
AMERICA ONLINE, INC.
By: /s/STEPHEN M. CASE
Stephen M. Case
Chairman, Chief Executive
Officer, President and
Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on the 3rd day of July, 1996, by
the following persons in the capacities indicated.
Signature Title
Chairman, Chief Executive
Officer, President and
Director (Prinicpal
/s/STEPHEN M. CASE Executive Officer)
Stephen M. Case
* Director
James V. Kimsey
* Director
Frank J. Caufield
* Director
Alexander M. Haig, Jr.
* Director
William N. Melton
* Director
Thomas Middelhoff
* Director
Scott C. Smith
* Director
Robert J. Frankenberg
* Director
Robert W. Pittman
Senior Vice President and
Chief Financial Officer,
Treasurer and Chief
Accounting Officer
(Principal Financial and
/s/LENNERT J. LEADER Accounting Officer)
Lennert J. Leader
*By: /s/LENNERT J. LEADER
Lennert J. Leader
Attorney -In-Fact
July 3, 1996
America Online, Inc.
8619 Westwood Center Drive
Vienna, Virginia 22182-2285
Ladies and Gentlemen:
This opinion is furnished in connection with the filing by America
Online, Inc. (the "Company") with the Securities and Exchange Commission of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended. You have requested my opinion concerning
the status under Delaware law of the 28,000,000 additional shares (the
"Shares") of the Company's common stock, par value $.01 per share ("Common
Stock"), and certain Common Stock Purchase Rights (the "Rights") which are
being registered under the Registration Statement for issuance by the Company
pursuant to the terms of the America Online, Inc. 1992 Employee, Director and
Consultant Stock Option Plan (the "Plan").
I am Deputy General Counsel to the Company and have acted as counsel in
connection with the amendment to the Registration Statement. In that
connection, I, or a member of my staff upon whom I have relied, have examined
and am familiar with originals or copies, certified or otherwise, identified
to our satisfaction, of:
1. Restated Certificate of Incorporation of the Company as presently
in effect;
2. Restated By-Laws of the Company as presently in effect;
3. Certain resolutions adopted by the Company's Board of Directors;
4. America Online, Inc. 1992 Employee, Director and Consultant Stock
Option Plan; and
5. Rights Agreement of the Company.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies. We have also assumed that:
(i) all of the Shares will be issued for the consideration permitted under
the Plan as currently in effect, and none of such Shares will be issued for
less than $.01; (ii) all actions required to be taken under the Plan by the
Compensation Committee and the Board of Directors of the Company have been or
will be taken by the Compensation Committee and the Board of Directors of the
Company, respectively; and (iii) at the time of the exercise of the options
under the Plan, the Company shall continue to have sufficient authorized and
unissued shares of Common Stock reserved for issuance thereunder.
Based upon and subject to the foregoing, we are of the opinion that:
1. The shares of Common Stock and the related Common Stock Purchase
Rights which may be issued upon the exercise of the Rights have been
duly authorized for issuance.
2. If and when any Common Stock and the related Common Stock Purchase
Rights are issued in accordance with the authorization therefor (as
adjusted) established with respect to the applicable Rights in
accordance with the requirements of the Plan, and against receipt of the
exercise price therefor, and assuming the continued updating and
effectiveness of the Registration Statement and the completion of any
necessary action to permit such issuance to be carried out in accordance
with applicable securities laws, such shares of Common Stock will be
validly issued, fully-paid and nonassessable, and the accompanying
Common Stock Purchase Rights, if the Company's Common Stock Purchase
Rights have not expired or been redeemed in accordance with the terms of
the Rights Agreement, will be validly issued.
This opinion is limited to the General Corporation Law of the State of
Delaware and federal law, although the Company acknowledges that I am not
admitted to practice in the State of Delaware and am not an expert in the
laws of such jurisdiction. We express no opinion with respect to the laws of
any other jurisdiction.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and further consent to the use of my name wherever
appearing in the Registration Statement and any amendment thereto.
Very truly yours,
/S/SHEILA A. CLARK
Sheila A. Clark
SAC/jem
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-_______) pertaining to America Online, Inc.'s 1992 Employee,
Director and Consultant Stock Option Plan of our report dated February 1,
1996 with respect to the consolidated financial statements of America Online,
Inc. included in its Annual Report (Form 10-K) for the year ended June 30,
1995, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Vienna, Virginia
June 26, 1996
Doc. # 9706
POWER OF ATTORNEY
I, Dr. Thomas Middelhoff, whose signature appears below, constitute and
appoint Lennert J. Leader and Ellen M. Kirsh, and each of them, my true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each of them, for him/her and in his/her name, place and
stead, and in any and all capacities, to sign the Registration Statement on
Form S-8 for the registration of shares of common stock, $.01 par value (the
"Common Stock"), of America Online, Inc. reserved for issuance upon the
exercise of options which have been or may be granted under the America
Online, Inc. 1992 Employee, Director and Consultant Stock Option Plan, and
any required amendments or supplements thereto, and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in or about the
premises, as full to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them or their or his/her substitutes may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 19th day of April, 1996.
/s/ Dr. Thomas Middelhoff
Signature
Dr. Thomas Middelhoff
Print Name
POWER OF ATTORNEY
I, William Melton, whose signature appears below, constitute and appoint
Lennert J. Leader and Ellen M. Kirsh, and each of them, my true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution in each of them, for him/her and in his/her name, place and
stead, and in any and all capacities, to sign the Registration Statement on
Form S-8 for the registration of shares of common stock, $.01 par value (the
"Common Stock"), of America Online, Inc. reserved for issuance upon the
exercise of options which have been or may be granted under the America
Online, Inc. 1992 Employee, Director and Consultant Stock Option Plan, and
any required amendments or supplements thereto, and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in or about the
premises, as full to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them or their or his/her substitutes may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 19th day of April, 1996.
/s/ William Melton
Signature
William Melton
Print Name
POWER OF ATTORNEY
I, Robert J. Frankenberg, whose signature appears below, constitute and
appoint Lennert J. Leader and Ellen M. Kirsh, and each of them, my true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each of them, for him/her and in his/her name, place and
stead, and in any and all capacities, to sign the Registration Statement on
Form S-8 for the registration of shares of common stock, $.01 par value (the
"Common Stock"), of America Online, Inc. reserved for issuance upon the
exercise of options which have been or may be granted under the America
Online, Inc. 1992 Employee, Director and Consultant Stock Option Plan, and
any required amendments or supplements thereto, and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in or about the
premises, as full to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them or their or his/her substitutes may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 19th day of April, 1996.
/s/ Robert J. Frankenberg
Signature
Robert J. Frankenberg
Print Name
POWER OF ATTORNEY
I, Robert W. Pittman, whose signature appears below, constitute and
appoint Lennert J. Leader and Ellen M. Kirsh, and each of them, my true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each of them, for him/her and in his/her name, place and
stead, and in any and all capacities, to sign the Registration Statement on
Form S-8 for the registration of shares of common stock, $.01 par value (the
"Common Stock"), of America Online, Inc. reserved for issuance upon the
exercise of options which have been or may be granted under the America
Online, Inc. 1992 Employee, Director and Consultant Stock Option Plan, and
any required amendments or supplements thereto, and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in or about the
premises, as full to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them or their or his/her substitutes may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 19th day of April, 1996.
/s/ Robert W. Pittman
Signature
Robert W. Pittman
Print Name
