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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMERICA ONLINE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 54-1322110
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(State of incorporation or organization) (IRS Employer Identification No.)
22000 AOL Way, Dulles, Virginia 20166
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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<S> <C>
Common Stock, $.01 Par Value Per Share New York Stock Exchange
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Securities To Be Registered.
Common Stock, $.01 Par Value
The authorized capital stock of America Online, Inc. (the "Company")
consists of 300,000,000 shares of Common Stock, $.01 par value ("Common Stock"),
and 5,000,000 shares of Preferred Stock, $.01 par value ("Preferred Stock"). As
of August 9, 1996, there were 93,271,823 shares of Common Stock outstanding and
2,210 holders of record and 1,000 shares of Series B Convertible Preferred Stock
outstanding and 3 holders of record. In April 1993, the Board of Directors of
the Company designated 200,000 shares of the Company's Preferred Stock as Series
A Junior Participating Preferred Stock in connection with the establishment of a
shareholder rights plan.
Common Stock. Holders of Common Stock are entitled to one vote for each
share held on all matters submitted to a vote of stockholders and do not have
cumulative voting rights. Stockholders casting a plurality of votes of the
stockholders entitled to vote in an election of directors may elect those
directors standing for election. Holders of Common Stock are entitled to receive
ratably such dividends, if any, as may be declared by the Board of Directors out
of funds legally available therefore, subject to any preferential dividend
rights of Preferred Stock that may be issued at such future time or times. Upon
the liquidation, dissolution or winding up of the Company the holders of Common
Stock are entitled to receive ratably the net assets of the Company available
after the payment of all debts and other liabilities and subject to the prior
rights of Preferred Stock that may be issued at such time. Holders of Common
Stock have no preemptive, subscription, redemption or conversion rights. The
outstanding shares of Common Stock are fully paid and nonassessable. The rights,
preferences and privileges of holders of Common Stock are subject to the rights
of the holders of shares of any series of Preferred Stock which the Company may
designate and issue in the future.
Preferred Stock. The Board of Directors is authorized, subject to any
limitations prescribed by law, without further stockholder approval, to issue
from time to time up to an aggregate of 5,000,000 shares of the Company's
authorized class of undesignated Preferred Stock, in one or more series. Each
such series of Preferred Stock shall have such number of shares, designations,
preferences, powers, qualifications and special or relative rights or privileges
as shall be determined by the Board of Directors, which may include, among
others, dividend rights, voting rights, redemption and sinking fund provisions,
liquidation preferences, conversion rights and preemptive rights.
The stockholders of the Company have granted the Board of Directors
authority to issue the Preferred Stock and to determine its rights and
preferences to eliminate delays associated with a stockholder vote on specific
issuances. The rights of the holders of Common Stock will be subject to the
rights of holders of any Preferred Stock issued in the future. The issuance of
Preferred Stock, while providing desirable flexibility in connection with
possible acquisitions and other corporate purposes, could have the effect of
making it
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more difficult for a third party to acquire, or of discouraging a third party
from acquiring, a majority of the outstanding voting stock of the Company.
Certain Charter and By-Law Provisions and Effects of Delaware Law. The
Company's Restated Certificate of Incorporation includes provisions eliminating
the personal liability of the Company's directors for monetary damages resulting
from breaches of their fiduciary duty to the extent permitted by Delaware law.
The Company's Restated Certificate of Incorporation and Restated By-Laws include
provisions indemnifying the Company's directors and officers to the fullest
extent permitted by Delaware law, including under circumstances in which
indemnification is otherwise discretionary, and permitting the Board of
Directors to grant indemnification to employees and agents to the fullest extent
permitted by Delaware law.
The Company's Restated By-Laws require that nominations for the Board
of Directors made by the stockholder and proposals by stockholders seeking to
have any business conducted at a stockholders' meeting comply with particular
notice procedures. A notice by a stockholder of a planned nomination or of
proposed business must generally be given not later than 60 days nor earlier
than 90 days prior to the date of the meeting. A stockholder's notice of
nomination must include particular information about the stockholder, the
nominee and any beneficial owner on whose behalf the nomination is made, and a
notice from a stockholder proposing business to be brought before the meeting
must describe such business and include information about the stockholder making
the proposal, any beneficial owner on whose behalf the proposal is made, and any
other stockholder known to be supporting the proposal.
The Company is subject to the provisions of Section 203 of the General
Corporation Law of Delaware. In general, Section 203 prohibits certain publicly
held Delaware corporations from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction is which the person or entity became an interested stockholder,
unless, among other exceptions, (i) the business combination is approved by the
Board of Directors prior to the date the interested stockholder attained such
status, or by the holders of two-thirds of the outstanding voting stock not
owned by the interested stockholders or (ii) the interested stockholder acquired
85% or more of the outstanding voting stock of the Company in the transaction.
For purposes of Section 203, a "business combination" is defined broadly to
include mergers, asset sales and other transactions resulting in a financial
benefit to the interested stockholder. Subject to certain exceptions, an
"interested stockholder" is a person or entity who, together with affiliates and
associates, owned, or within the three immediately preceding years of a business
combination did own, 15% or more of the corporation's outstanding voting stock.
In addition, the Restated Certificate of Incorporation contains a "fair
price" provisions (the "Fair Price Provision") providing that certain "Business
Combinations" with any "Interested Stockholder" (as each term is defined in the
Fair Price Provision) may not be consummated without an 80% stockholder vote,
unless either approved by at least a majority
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of the Disinterested Directors (as defined in the Fair Price Provision) or
certain minimum price and procedural requirements are met. An "Interested
Stockholder" is defined to include any individual or entity who is, or is an
affiliate and during the prior two years was, the beneficial owner of more than
15% of the voting stock of the Company. A "Business Combination" includes, among
other things, (i) a merger or consolidation, (ii) the sale or other disposition
of 10% or more of the Company's assets, (iii) the issuance of stock having a
value in excess of 10% of the Company's assets, (iv) any reclassification or
recapitalization which increase the proportionate share holdings of an
Interested Stockholder and (v) the adoption of a plan of liquidation or
dissolution proposed by or on behalf of an Interested Stockholder. A significant
purpose of the Fair Price Provision is to deter a purchaser from using
two-tiered pricing and similar unfair or discriminatory tactics in an attempt to
acquire the Company. The affirmative vote of the holders of 80% of the voting
power of the Company is required to amend or repeal the Fair Price Provision or
adopt any provision inconsistent with it.
The Company's Restated Certificate of Incorporation and Restated
By-Laws provide that any action required or permitted to be taken by the
stockholders of the Company shall be taken only at a duly called annual or
special meeting of the stockholders, or by the unanimous written consent of all
stockholders entitled to vote. Special meetings may be called only by the Board
of Directors or the Chief Executive Officer of the Company. In addition, the
Restated Certificate of Incorporation provides that the Board of Directors may,
from time to time, fix the number of directors constituting the Board of
Directors, and only the directors are permitted to fill vacancies on the Board
of Directors.
The General Corporation Law of Delaware provides generally that the
affirmative vote of a majority of the shares entitled to vote on any matter is
required to amend a corporation's certificate of incorporation or by-laws,
unless a corporation's certificate of incorporation or by-laws, as the case may
be, requires a greater percentage. The affirmative vote of the holders of at
least 80% of the outstanding voting stock of the Company is required to amend or
repeal certain provisions of the Company's Restated Certificate of
Incorporation, and to reduce the number of authorized shares of Common Stock and
Preferred Stock. Such 80% vote is also required for stockholders to amend or
repeal the Company's Restated By-Laws.
The provisions of the Restated Certificate of Incorporation and
Restated By-Laws discussed above could make more difficult or discourage a proxy
contest or the acquisition of control by substantial block of the Company's
stock or the removal of any incumbent member of the Board of Directors. Such
provisions could also have the effect of discouraging a third party from making
a tender offer or otherwise attempting to obtain control of the Company, even
though such an attempt might be beneficial to the Company and its stockholders.
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Shareholder Rights Plan. On April 23, 1993, the Company's Board of
Directors declared a dividend of one preferred share purchase right (a "Right")
for each outstanding share of Common Stock. Each Right entitles the registered
holder to purchase from the Company one one-hundredth of a share of Series A
Junior Participating Preferred Stock, $.01 par value (the "Preferred Shares"),
of the Company, at a price of $150 per one one-hundredth of a Preferred Share
(the "Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement dated as of April 23, 1993 (the
"Rights Agreement") between the Company and Security Trust Company, N.A., as
Rights Agent. The current Rights Agent is The First National Bank of Boston,
N.A.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors. The Rights should not
interfere with any merger or other business combination approved by the Board of
Directors since the Rights may be redeemed by the Board at the Redemption Price
(as defined in the Rights Agreement) prior to the time that a person or group
has acquired beneficial ownership of the Threshold Amount (as defined in the
Rights Agreements) or more of the Common Shares or has been determined to be an
Adverse Person (as defined in the Rights Agreement) or during the 10-day period
(which period may be extended in certain circumstances) following the public
announcement of such acquisition or following such determination by the Board of
Directors.
Item 2. Exhibits.
1. All exhibits required by Instruction II to Item 2 will be
supplied to the New York Stock Exchange.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
AMERICA ONLINE, INC.
By: /s/ Lennert J. Leader
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Lennert J. Leader,
Chief Financial Officer,
Secretary and Treasurer
Dated: September 9, 1996
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