SECURITIES AND EXCHANGE COMMISSON
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 13, 1998
AMERICA ONLINE, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-19836 54-1322110
(State of Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
22000 AOL Way, Dulles, Virginia 20166
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (703) 448-8700
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Item 5. Other Events.
In 1997, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 128, Earnings per Share. Statement 128 replaced the
previously reported primary and fully diluted earnings per share with basic and
diluted earnings per share. Unlike primary earnings per share, basic earnings
per share excludes any dilutive effects of options, warrants, and convertible
securities. Dilutive earnings per share is very similar to the previously
reported fully diluted earnings per share. The Company will adopt Statement 128
in its fiscal quarter ended December 31, 1997.
In connection with the filing of a Form S-3 Registration Statement to register
the Company's 4% Convertible Subordinated Notes due November 15, 2002 and the
shares of Common Stock issuable upon conversion thereof and 48,729 shares of
Common Stock held by certain selling securityholders, the Company has restated
earnings per share amounts presented in selected financial data in its Form 10-K
for the year ended June 30, 1997 for each of the last five fiscal years, and
earnings per share amounts presented in selected quarterly financial data, to
conform to the provisions of Statement 128. The Company has also provided
additional Statement 128 disclosures for each of the last three fiscal years,
and has restated earnings per share amounts presented in its Form 10-Q for the
quarter ended September 30, 1997 to conform to the Statement 128 requirements.
Such restatements are included in this filing on Form 8-K. The following
amounts are in thousands, with the exception of per share data:
10-K Selected Financial Data
<TABLE>
Year ended June 30,
1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C>
Basic earnings per share:
Income (loss) before extraordinary item $(5.22) $0.35 $(0.51) $0.04 $0.01
Net income (loss) $(5.22) $0.35 $(0.51) $0.04 $0.03
Diluted earnings per share:
Income (loss) before extraordinary item $(5.22) $0.28 $(0.51) $0.03 $ -
Net income (loss) $(5.22) $0.28 $(0.51) $0.03 $0.02
</TABLE>
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Earnings Per Share Disclosures
The following table sets forth the computation of basic and diluted earnings per
share for each of the three years in the period ended June 30, 1997:
<TABLE>
1997 1996 1995
Numerator:
<S> <C> <C> <C>
Net income (loss) $(499,347) $29,816 $(35,751)
Preferred stock dividends - - -
Numerator for basic earnings per share - _ _ _
income available to common stockholders (499,347) 29,816 (35,751)
Effect of dilutive securities - - -
Numerator for diluted earnings per share -
income available to common stockholders
after assumed conversions $(499,347) $29,816 $(35,751)
Denominator:
Denominator for basic earnings per share -
weighted average shares 95,607 85,598 69,550
Effect of dilutive securities:
Employee stock options - 17,421 -
Warrants - 4,602 -
Convertible preferred stock - 94 -
Dilutive potential common shares - 22,117 -
Denominator for diluted earnings per share -
adjusted weighted averages shares
and assumed conversions 95,607 107,715 69,550
Basic earnings per share $(5.22) $0.35 $(0.51)
Diluted earnings per share $(5.22) $0.28 $(0.51)
</TABLE>
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Quarterly Information (unaudited)
<TABLE>
Quarter Ended
<S> <C> <C> <C> <C> <C>
9/30 12/31 3/31 6/30 Total
Fiscal 1998
Basic EPS $0.19 N/A N/A N/A N/A
Diluted EPS $0.16 N/A N/A N/A N/A
Fiscal 1997
Basic EPS $(3.80) $(1.37) $(0.05) $(0.12) $(5.22)
Diluted EPS $(3.80) $(1.37) $(0.05) $(0.12) $(5.22)
Fiscal 1996
Basic EPS $(0.14) $0.11 $0.17 $0.18 $0.35
Diluted EPS $(0.14) $0.09 $0.14 $0.14 $0.28
</TABLE>
The sum of per-share earnings (loss) in fiscal 1997 and fiscal 1996 does not
equal earnings (loss) per share for the year due to equivalent share
calculations which are impacted by the Company's loss in the first quarter of
1996 and by fluctuations in the Company's common stock prices in 1997 and 1996.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMERICA ONLINE, INC.
Date: February 13, 1998 By /s/Lennert J. Leader
Lennert J. Leader
Senior Vice President, Chief Financial
Officer, Chief Accounting Officer,
Treasurer and Assistant Secretary
