As filed with the Securities and Exchange Commission on February 20, 1998
Registration No. 333-_________
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 jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
____________________
22000 AOL WAY, DULLES, VIRGINIA 20166-9323
(Address of principal executive offices)
___________________
PERSONAL LIBRARY SOFTWARE INC. 1988 NONQUALIFIED STOCK OPTION PLAN
(Full Title of the Plan)
Sheila A. Clark, Esq.
Deputy General Counsel
and Assistant Secretary
America Online, Inc.
22000 AOL Way
Dulles, Virginia 20166-9323
(703) 448-8700
(Name, address, including zip code,
and telephone number, including area code, of agent for service)
___________________
CALCULATION OF REGISTRATION FEE
<TABLE>
Proposed
Title of Securities Amount Maximum Proposed Maximum Amount of
to be to be Offering Aggregate Registration
Registered(1) Registered Price Per Offering Price Fee
Share(2)
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 18,932 $116.15 $2,198,952 $649.00
</TABLE>
(1) The Registrant adopted a Rights Agreement on April 23, 1993, as amended on
January 31, 1995. 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 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 18,932 shares of Common Stock
which may be purchased upon exercise of outstanding options, the fee is based
on the weighted average price of $116.15 at which options may be exercised.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents(s) containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1). Such documents are
not being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. Such documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Form, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
<PAGE>
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, 1997, as filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (File No.
0-19836).
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended September 30, 1997 and December 31, 1997, as filed with the
Commission pursuant to the Exchange Act (File No. 0-19836).
(c) The Company's Current Reports on Forms 8-K for events dated
September 7, 1997, November 12, 1997, November 17, 1997, January 31, 1998
and February 13, 1998 filed pursuant to Section 13 or 15(d) of the 1934 Act
(File No. 0-19836).
(d) The description of the Common Stock contained in the Company's
Registration Statement on Form S-3, Registration Number 333-_____, filed on
February 20, 1998 with the Commission pursuant to the Securities Act of
1933, as amended.
(e) 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.
<PAGE>
Item 6. Indemnification of Directors and Officers
Section 145(a) of the General Corporation Law of the State of Delaware
("Delaware Corporation Law") provides, in general, that a corporation shall have
the power to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact that he is or was
a director or officer of the corporation. Such indemnity may be against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding, if the indemnified party acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and if, with respect to any criminal action or proceeding, the
indemnified party did not have reasonable cause to believe his conduct was
unlawful.
Section 145(b) of the Delaware Corporation Law provides, in general, that a
corporation shall have the power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a director or officer of the
corporation, against any expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation.
Section 145(g) of the Delaware Corporation Law provides, in general, that a
corporation shall have the power to purchase and maintain insurance on behalf of
any person who is or was a director or officer of the corporation against any
liability asserted against him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the power to indemnify
him against such liability under the provisions of the law.
Pursuant to Section 102(b)(7) of the Delaware Corporation Law, Article
Ninth of the Company's Restated Certificate of Incorporation (the "Certificate
of Incorporation") (incorporated by reference herein) provides that:
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.
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.
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.
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.
In addition, Article Five of the Company's Restated By-Laws (incorporated
by reference herein) provides that:
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
attorney's 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 the section "Right of Indemnitees to Bring Suit" of this
Article 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.
Right to Advancement of Expenses. The right to indemnification
conferred in Section 1 of this Article shall include the right to be paid
by the Company the expenses (including attorney's 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 be 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 or
otherwise. The rights to indemnification and to the advancement of
expenses conferred in this section and the section "Right to
Indemnification" 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.
Right of Indemnitees to Bring Suit. If a claim under the sections
"Right to Indemnification" and "Right to Advancement of Expenses" of this
Article 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.
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.
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.
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.
The directors and officers of the Company are covered by a policy of
liability insurance.
Item 7. Exemption from Registration Claimed
Not applicable.
<PAGE>
Item 8. Exhibits
Exhibit No. Description
4.1 Amendment of Section A of Article 4 of the Restated
Certificate of Incorporation of America Online, Inc.
4.2 Section B of Article 4, Article 6 and Article 8 of the
Restated Certificate of Incorporation of America Online,
Inc. (filed as part of Exhibit 3.1 to the Form 10-K for the
year ended June 30, 1997 and incorporated herein by
reference)
4.3 Rights Agreement dated as of April 23, 1993, including
Exhibit A (Certificate of Designation setting forth the
terms of Series A Junior Participating Preferred Stock,
$.01 par value), Exhibit B (Form of Rights Certificate)
and Exhibit C (Summary of Rights to Purchase Series A
Junior Participating Preferred Shares) (Filed as Exhibit 1
to the Registrant's Registration Statement on Form 8-A,
filed on September 9, 1996, and incorporated herein by
reference.)
4.4 First Amendment to the Rights Agreement dated as of January
31, 1995 (Filed as Exhibit 2 to the Registrant's
Registration Statement on Form 8-A, filed on September
9, 1996, and incorporated herein by reference.)
4.5 Personal Library Software Inc. 1988 Nonqualified Stock
Option Plan and Sample Stock Option Letter
5 Opinion of Sheila A. Clark, Deputy General Counsel to the
Company (including the consent of such deputy general
counsel), regarding the legality of securities being offered
23.1 Consent of Sheila A. Clark, Deputy General Counsel to the
Company (included in her opinion filed as Exhibit 5 hereto)
23.2 Consent of Ernst & Young LLP, independent auditors
24 Powers of Attorney
<PAGE>
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 County of Loudoun, State of Virginia, on
this 20th day of February, 1998.
AMERICA ONLINE, INC.
By: *
Stephen M. Case
Chairman and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on the 20th day of February, 1998,
by the following persons in the capacities indicated.
Signature Title
Chairman and Chief Executive Officer
* (Principal Executive Officer)
Stephen M. Case
President, Chief Operating Officer and Director
*
Robert W. Pittman
Senior Vice President, Chief Financial
Officer, Treasurer, Chief Accounting Officer
and Assistant Secretary
(Principal Financial and Accounting Officer)
/S/LENNERT J. LEADER
Lennert J. Leader
* Director
Daniel F. Akerson
Director
Frank J. Caufield
* Director
Robert J. Frankenberg
* Director
Alexander M. Haig, Jr.
* Director
William N. Melton
* Director
Thomas Middelhoff
*By: /S/LENNERT J. LEADER
Lennert J. Leader
Attorney -In-Fact
Exhibit Index
Exhibit No. Description
4.1 Amendment to Section A of Article 4 of the Restated Certificate
of Incorporation of America Online, Inc.
4.2 Section B of Article 4, Article 6 and Article 8 of the Restated
Certificate of Incorporation of America Online, Inc. (filed as
part of Exhibit 3.1 to the Form 10-K for the year ended June 30,
1997 and incorporated herein by reference)
4.3 Rights Agreement dated as of April 23, 1993, including Exhibit
A (Certificate of Designation setting forth the terms of Series
A Junior Participating Preferred Stock, $.01 par value),
Exhibit B (Form of Rights Certificate) and Exhibit C
(Summary of Rights to Purchase Series A Junior Participating
Preferred Shares) (Filed as Exhibit 1 to the Registrant's
Registration Statement on Form 8-A, filed on September 9, 1996,
and incorporated herein by reference.)
4.4 First Amendment to the Rights Agreement dated as of January 31,
1995 (Filed as Exhibit 2 to the Registrant's Registration
Statement on Form 8-A, filed on September 9, 1996, and
incorporated herein by reference.)
4.5 Personal Library Software Inc. 1988 Nonqualified Stock Option
Plan and Sample Stock Option Letter
5 Opinion of Sheila A. Clark, Deputy General Counsel to the
Company (including the consent of such deputy general counsel),
regarding the legality of securities being offered
23.1 Consent of Sheila A. Clark, Deputy General Counsel to the
Company (included in her opinion filed as Exhibit 5 hereto)
23.2 Consent of Ernst & Young LLP, independent auditors
24 Powers of Attorney
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
AMERICA ONLINE, INC.
America Online, Inc., a Delaware corporation duly organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
does hereby certify:
FIRST: That Section A of Article FOURTH of the Restated Certificate of
Incorporation is hereby amended to read in its entirety as follows:
FOURTH: A. The total number of shares of all classes of stock
which the Corporation shall have authority to issue is 605,000,000
shares, divided into two classes, consisting of :
600,000,000 shares of Common Stock, par value one cent ($0.01) per
share (the "Common Stock"); and
5,000,000 shares of Preferred Stock, par value one cent ($0.01) per
share (the "Undesignated Preferred Stock").
SECOND: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, America Online, Inc. has caused this Certificate of
Amendment to be signed by its duly authorized officer this 9th day of February,
1998.
/S/SHEILA A. CLARK
Sheila A. Clark
Assistant Secretary
PERSONAL LIBRARY SOFTWARE INC.
1988 NONQUALIFIED STOCK OPTION PLAN
1. Purpose of the Plan. The purpose of the Personal Library
Software, Inc. 1988 Nonqualified Stock Option Plan ("Plan") is to provide
compensation in the form of opportunities for ownership of the common stock,
$0.001 par value ("Common Stock"), of Personal Library Software, Inc., a
Maryland corporation ("Company"), to certain selected employees, directors, and
consultants of the Company, and to furnish an incentive to such individuals to
continue their services for the Company.
2. Administration of the Plan. The Board of Directors of the
Company ("Board") shall appoint and maintain a Compensation Committee
("Committee") which shall consist of at least two persons who shall not have
participated in the Plan at any time within one year prior to appointment and
shall serve at the pleasure of the Board. No member of the Committee shall be
eligible to receive stock options under the Plan while serving on the Committee.
The Committee shall have full power and authority to designate participants and
to interpret the provisions and supervise the administration of the Plan. All
decisions and selections made by the Committee pursuant to the provisions of the
Plan shall be made by a majority of its members. Any decision reduced to
writing and signed by a majority of the members shall be fully effective as if
it had been made by a majority at a meeting duly held.
3. Stock Reserved for the Plan. The shares subject to the Plan
shall consist of 250,000 unissued shares of Common Stock or previously issued
shares reacquired and held by the Company, and such amount of shares shall be
and is hereby reserved for issuance pursuant to this Plan. Any of such shares
which may remain unsold and which are not subject to outstanding options at the
termination of the Plan shall cease to be reserved for the purpose of the Plan.
Should any option expire or be canceled prior to its exercise in full, the
shares theretofore subject to such option may again be made subject to an option
under the Plan.
4. Grant of Options. The Committee shall, from time to time,
determine and designate those persons who are to receive options under the Plan,
the number of shares to be covered by such options and the terms thereof. The
Company shall thereupon grant options in accordance with such determination as
evidenced by a written option agreement
5. Terms and Conditions. Each option granted under the Plan shall
be evidenced by an agreement, in a form approved by the Committee, which shall
be subject to the following express terms and conditions and to such other terms
and conditions as the Committee may deem appropriate.
(a) Vesting of Option Rights. Each option agreement may
specify, but shall not be required to specify, the period of employment,
directorship, or consultancy, not to be less than six months, over which the
optionee's option rights shall become vested. If the option agreement specifies
a vesting period, it may provide for partial vesting on a proportionate basis in
the event of termination of optionee's relationship with the Company, and may
provide a minimum period for any rights of the optionee to become partially
vested.
(b) Option Period. Each option agreement shall specify the
expiration date of the period for which the option thereunder is granted (which
in no event shall exceed ten years and one day from the date of grant) and shall
provide that the option shall expire at the end of such period.
(c) Option Price. Each option agreement shall specify the
purchase price of each share of Common Stock subject to each option granted
pursuant to the Plan. The specified purchase price may be zero.
(d) Exercise Period. Each option agreement shall specify the
beginning and ending dates of the period or periods in which the option may be
exercised and the restrictions upon such exercise, and may provide for exercise
of the option in increments thereto. The beginning date for exercise of the
option or any increment thereof shall not be earlier than one year from the date
of grant; the ending date shall be the expiration date of the option.
(e) Procedure for Exercise. Options shall be exercised by the
delivery of written notice to the Company setting forth the number of shares
with respect to which the option is to be exercised. Such notice shall be
accompanied by cash or certified check, bank draft, or postal or express money
order payable to the order of the Company, for an amount equal to the cash
option price (if any) of such shares, and specifying the address to which the
certificates for such shares are to be mailed. As promptly as practicable after
receipt of such written notification and payment, the Company shall deliver to
the optionee certificates for the number of shares with respect to which such
option has been so exercised, issued in the optionee's name; provided, however,
that such delivery shall be deemed effected for all purposes when a stock
transfer agent of the Company shall have deposited such certificates in the
United States mail, addressed to the optionee, at the address specified pursuant
to this paragraph 5(e).
(f) Effect of Death or Termination of Employment
(i) In the event of death of an optionee under the Plan
prior to termination of employment, the executor or administrator of his estate,
or the person or persons to whom his rights under the option shall pass by will
or the laws of descent and distribution, may exercise the option or part thereof
granted under the Plan, provided that:
(aa) If the option agreement specifies the period of
employment, directorship, or consultancy over which the optionee's rights shall
become vested, the option privilege shall be limited to the number of shares the
rights to which have become vested on or before the date of death, and shall be
exercisable at the time that the optionee would have been entitled to exercise
his rights; and
(bb) If the option agreement does not specify a vesting
period, the option privilege shall be limited to the number of shares that were
immediately purchasable by him on or before the date of death, and shall be
immediately exercisable; and
(cc) In either event, no transfer of an option by an
optionee by will or by the laws of descent and distribution shall be effective
to bind the Company unless the Company shall have been furnished with written
notice of the same and an authenticated copy of the will and/or such other
evidence as the Committee may deem necessary to establish the validity of the
transfer and the acceptance of the transferee or transferees of the terms and
conditions of such option.
(ii) In the event of termination of an optionee's employment
with the Company or its subsidiaries for any reason other than death:
(aa) If the option agreement specifies the period of
employment, directorship, or consultance over which the optionee's rights shall
become vested, the optionee's right to exercise the option or part thereof
granted under the Plan shall terminate on the day that is sixty days after the
later of the last date of his employment and the date such option or portion
thereof would have become exercisable had he remained an employee of the
Company, and all rights under the Plan shall cease; and
(bb) If the option agreement does not specify a vesting
period, the optionee's right to exercise the option or any part thereof granted
under the Plan shall terminate sixty days after the last date of his employment
and all rights under the Plan shall cease.
(g) Assignability. An option shall not be assignable or
otherwise transferable except by will or by the laws of descent and
distribution.
(h) No Fights as Stockholder. No optionee shall have any rights
as a stockholder with respect to shares covered by an option until the date of
issuance of a stock certificate for such shares; except as provided in paragraph
5(i), no adjustment for dividends, or otherwise, shall be made if the record
date therefor is prior to the date of issuance of such certificate.
(i) Extraordinary Corporate Transactions.
(i) "Extraordinary Corporate Transaction" is hereby defined
as any of the following events:
(aa) a dissolution or liquidation of the Company, or
similar occurrence;
(bb) a merger, consolidation, acquisition, separation,
reorganization , or similar occurrence, where the Company will not be a
surviving entity; or
(cc) a transfer of substantially all of the assets of
the Company or more than 80% of the outstanding Common Stock to a single entity
or affiliated group.
(ii) Except as otherwise provided in this Plan upon the
occurrence of an Extraordinary Corporate Transaction and the passage of a
reasonable notice period specified in the option agreement, the option rights
granted hereunder shall terminate and become null and void, provided, however,
that each optionee shall have the right immediately prior to or concurrently
with such Extraordinary Corporate Transaction or during the specified notice
period to exercise any unexpired option rights granted hereunder to the extent
such option rights are then exercisable.
(iii) Upon the occurrence of an Extraordinary Corporate
Transaction:
(aa) a corporation other than the Company may assume
the Company's duties as to options outstanding under the Plan in which event the
Plan shall not terminate; or
(bb) a corporation other than the Company may
substitute new option rights for the option rights granted under the Plan.
(iv) The Committee may grant options providing that in the
event of any Extraordinary Corporate Transaction other than a liquidation or
dissolution of the Company and discontinuation of its business:
(aa) the rights of the optionee vested but not
exercisable at the date of such transaction shall become fully exercisable at
such date; or
(bb) the rights of the optionee shall become fully
exercisable at such date without regard to the extent to which vesting
requirements, if any, have been met.
(v) In the event of any Extraordinary Corporate Transaction
other than a liquidation or dissolution of the Company and discontinuation of
its business, options granted pursuant to the Plan but not exercisable at the
date of such transaction shall be converted into options to acquire stock of the
successor entity of the Company and other property, in proportion to the ratio
in which such stock and other property provided consideration for acquisition of
the Company's stock or assets, if a corporation other then the Company has not
assumed the Company's duties as to options outstanding under the Plan or
substituted option rights substantially equivalent to the option rights granted
under the Plan, and either:
(aa) the option did not contain the rights described in
paragraph 5(i)(iv) hereof; or
(bb) the option contained the rights described in
paragraph 5 (i)(iv) hereof, but the optionee did not exercise such rights.
(vi) Notwithstanding any other provisions hereof, in the
event of any Extraordinary Corporate Transaction that occurs without the prior
approval of the Board, the rights of any holder of options issued pursuant to
the Plan not vested or exercisable at the date of such transaction shall become
fully vested and exercisable at such date.
(j) Changes in Company's Capital Structure. The existence of
outstanding options shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or any
issuance of Common Stock or subscription rights thereto, or any issuance of
bonds, debentures, preferred or prior preference stock ahead of or affecting the
Common Stock or the rights thereof, or the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or
otherwise; provided, however, that if the outstanding shares of Common Stock of
the Company shall at any time be changed or exchanged by declaration of a stock
dividend, stock split, combination of shares or recapitalization, the number and
kind of shares subject to the Plan or subject to any options theretofore
granted, and the option prices, shall be appropriately and equitably adjusted so
as to maintain the proportionate number of shares without changing the aggregate
option price.
(k) Investment Representation. Each option agreement shall
contain an agreement that, upon demand by the Committee for such a
representation, the optionee (or any person acting under paragraph 5(e)) shall
deliver to the Committee at the time of any exercise of an option a written
representation that the shares to be acquired upon such exercise are to be
acquired for investment and not for resale or with a view to the distribution
thereof. Upon such demand, delivery of such representation prior to the
delivery of any shares issued upon exercise of an option and prior to the
expiration of the option period shall be condition precedent to the right of the
optionee or such other person to purchase any shares.
6. Amendments or Termination. The Board may amend, alter, or
discontinue the Plan, but no amendment or alteration shall be made which would
impair the rights of any participant under any option theretofore granted
without his consent.
7. Compliance With Other Laws and Regulations. The Plan, the grant
and exercise of options thereunder, and the obligation of the Company to sell
and deliver shares under such options, shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals by any
governmental or regulatory agency or national securities exchanges as may be
required. The Company shall not be required to issue or deliver any
certificates for shares of Common stock prior to the completion of any
registration or qualification of such shares under any federal or state law, or
any ruling or regulation of any government body or national securities exchange
which the Company shall, in its sole discretion, determine to be necessary or
advisable.
8. Effectiveness and Expiration of Plan. The Plan shall be
effective on the date the Board adopts the Plan. The Plan shall expire ten
years and one day after the effective date of the Plan and thereafter no option
shall be granted pursuant to the Plan.
Sample Stock Option Letter
0/0/1996
Name
Address
Address
Dear:
In order to provide compensation to you and to furnish an incentive
for you to continue your employment with Personal Library Software, Inc. (the
"Company"), we hereby offer to grant you an option to purchase _____________
shares of the Company's common stock at the price of _____________ per share.
The option is subject to the following terms and conditions:
1. The option may be exercised on or after 0/00/99 except that the
option may become exercisable at an earlier date under the provisions of
paragraph 10 below.
2. The option shall expire at the end of 0/00/06 except that the
option may expire at an earlier date under the provisions of paragraph 8 below.
3. The option may be exercised in whole or in parts.
4. Your option shall vest in the following manner: you shall have
the right to purchase, at the price stated above, the number of shares equal to
the product of (a) the total number of shares specified above, and (b) the ratio
(not to exceed 1:1) of (i) the number of days after 0/00/96 (the "Effective
Date"), that you remain in the employment of the Company to (ii) the number of
days from the Effective Date to the date specified in paragraph 1 above,
provided, however, that no rights shall vest under this paragraph unless you
remain in the employment of the Company for 36 months from the Effective Date.
Except as otherwise provided in paragraph 10 below, you will have no right to
exercise the option except to the extent that your rights have vested under the
provisions of this paragraph. Furthermore, without regard to any other
provision of this option, in the event of termination of your services with the
Company for cause prior to the exercise date specified in paragraph 1 above, the
vesting provisions of this paragraph 4 shall be inapplicable and you will have
no right to exercise the option, except to the extent such rights have become
exercisable under the provisions of paragraph 10 below prior to the date of
termination of your service. Notwithstanding the provisions of this paragraph
4, you may not exercise your option until the date specified in paragraph 1
above, except as permitted under paragraph 10 below.
5. The option shall be exercised by delivering written notice to the
Company specifying the number of Shares With respect to which the option is to
be exercised and the address to which the certificates for such shares are to be
mailed. Such notice shall be accompanied by cash or certified check, bank
draft, or postal or express money order payable to the order of the Company for
in amount equal to the cash option price of such shares, or by a certified copy
of a valid and applicable bonus letter to you from the Company covering the
exercise price.
6. In the event of your death, the option may be exercised by the
executor or administrator of your estate or the person or persons to whom your
rights under the option pass by will or the laws of descent and distribution;
provided that (a) the option shall be exercisable only during the period that
you would have been entitled to exercise it, (b) the option shall be limited to
the number of shares to which your rights have been vested under paragraph 4
above or 10 below as of the date of death, and (c) the transferee or transferees
(i) provide an authenticated copy of the will and/or such other evidence as the
Compensation Committee (the "Committee") of the Company may deem necessary to
establish the validity of the transfer, and (ii) accept in writing the terms and
conditions of this option.
7. Except as provided in paragraph 6 above, the option shall not be
transferable or assignable.
8. In the event of termination of your service to the Company for
any reason other than death, your right to exercise the option shall be limited
to the number of shares to which your rights have vested under paragraph 4 above
or paragraph 10 below as of the last day of your service to the Company. In
such event, the option shall terminate at the end of the day that is sixty days
after the later of the last date of your service and the beginning exercise date
specified in paragraph 1 above.
9. The Company shall provide advance written notification of any
Extraordinary Corporate Transaction. Any of the following events shall
constitute an Extraordinary Corporate Transaction: a dissolution or liquidation
of the Company, or similar occurrence; a merger, consolidation, acquisition,
separation, reorganization, or similar occurrence, where the Company will not be
a surviving entity; or a transfer of substantially all of the assets of the
Company or more than 80% of its outstanding common stock to a single entity or
affiliated group.
10. In the event that an Extraordinary Corporate Transaction other
than a liquidation or dissolution of the Company and discontinuation of its
business occurs before the beginning exercise date specified in paragraph 1
above, the option shall become exercisable immediately prior to the
effectiveness of the Extraordinary Corporate Transaction for the full number of
shares stated above, without regard to the vesting requirements of paragraph 4
above; provided, however, that if your service to the Company has terminated
prior to the day on which the Extraordinary Corporate Transaction occurs, the
option shall become exercisable only for the number of shares to which your
rights had vested under the provisions of paragraph 4 above as of the last day
of your service.
11. In the event of an Extraordinary Corporate Transaction or
recapitalization of the Company, to the extent that the option has not been
exercised before such Extraordinary Corporate Transaction becomes effective, the
option shall be converted into an option to acquire the stock or other
securities or property, or combination thereof, to which the holder of the
option would have been entitled upon consummation of such transaction if the
option had been fully exercisable and exercised prior thereto. The resulting
option shall be subject to the terms and conditions stated herein, including
without limitation the exercise period stated in paragraph 1 above, the vesting
provisions of paragraph 4 above. The term "recapitalization," as used in this
paragraph 11, does not include the sale of additional stock in the Company.
12. You will have no rights as a stockholder with respect to shares
covered by the option until the date of issuance of a stock certificate for such
shares. The existence of the option shall not affect in anyway the right or
power of the Company or its stockholders to make or authorize any or all
adjustments, recapitalization, reorganizations or other changes in the Company's
capital structure or its business, or any merger or consolidation of the
Company, or any issuance of common stock or subscription rights thereto, or any
issuance of bonds, debentures, preferred or prior preference stock ahead of or
affecting the common stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer or all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.
13. If the Company subdivides its outstanding shares of common stock
into a greater number of shares, or declares a dividend or other distribution in
the form of shares of its common stock, the number of shares of stock issuable
upon exercise of the option shall be increased proportionately [and the price
shall be decreased proportionately] as of the date of such action. If the
Company combines its outstanding shares of common stock into a smaller number of
shares, the number of shares of stock issuable upon exercise of the option shall
be decreased proportionately and the price shall be increased proportionately as
of the date of such action.
14. Upon demand by the Committee, you will deliver to the Committee
at the time of any exercise of the option a written representation that the
shares to be acquired upon such exercise are to be acquired for investment and
not for resale or with a view to the distribution thereof. Upon such demand,
delivery of this representation shall be condition precedent to your right to
purchase any shares.
Sincerely,
PERSONAL LIBRARY SOFTWARE INC.
____________________
Andrew M. Rodnan
President
Accepted:
____________________
Employee
February 20, 1998
America Online, Inc.
22000 AOL Way
Dulles, Virginia 20166
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 20,578 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
Personal Library Software Inc. 1988 Nonqualified Stock Option Plan (the "Plan").
I am Deputy General Counsel to the Company and have acted as counsel in
connection with 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 amended, and
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. Personal Library Software Inc. 1988 Nonqualified Stock Option Plan;
and
5. Rights Agreement of the Company, as amended.
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 that 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
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the PLS 1997 Stock Option Plan of our report dated
September 10, 1997, 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, 1997, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Vienna, Virginia
February 19, 1998
POWER OF ATTORNEY
FOR
PERSONAL LIBRARY SOFTWARE INC.
1988 NONQUALIFIED STOCK OPTION PLAN
I, Stephen M. Case, whose signature appears below, constitute and appoint
Stephen M. Case, Robert W. Pittman, Lennert J. Leader, George Vradenburg, III,
and Sheila A. Clark, 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 Personal Library Software Inc. 1988 Nonqualified 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 18th day of February, 1998.
/S/STEPHEN M. CASE
Signature
Stephen M. Case
Print Name
POWER OF ATTORNEY
FOR
PERSONAL LIBRARY SOFTWARE INC.
1988 NONQUALIFIED STOCK OPTION PLAN
I, Daniel F. Akerson, whose signature appears below, constitute and appoint
Stephen M. Case, Robert W. Pittman, Lennert J. Leader, George Vradenburg, III,
and Sheila A. Clark, 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 Personal Library Software Inc. 1988 Nonqualified 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 18th day of February, 1998.
/S/DANIEL F. AKERSON
Signature
Daniel F. Akerson
Print Name
POWER OF ATTORNEY
FOR
PERSONAL LIBRARY SOFTWARE INC.
1988 NONQUALIFIED STOCK OPTION PLAN
I, Robert J. Frankenberg, whose signature appears below, constitute and
appoint Stephen M. Case, Robert W. Pittman, Lennert J. Leader, George
Vradenburg, III, and Sheila A. Clark, 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 Personal Library Software Inc. 1988
Nonqualified 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 6th day of February, 1998.
/S/ROBERT J. FRANKENBERG
Signature
Stephen M. Case
Print Name
POWER OF ATTORNEY
FOR
PERSONAL LIBRARY SOFTWARE INC.
1988 NONQUALIFIED STOCK OPTION PLAN
I, Alexander M. Haig, Jr., whose signature appears below, constitute and
appoint Stephen M. Case, Robert W. Pittman, Lennert J. Leader, George
Vradenburg, III, and Sheila A. Clark, 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 Personal Library Software Inc. 1988
Nonqualified 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 6th day of February, 1998.
/S/ALEXANDER M. HAIG, JR.
Signature
Alexander M. Haig, Jr.
Print Name
POWER OF ATTORNEY
FOR
PERSONAL LIBRARY SOFTWARE INC.
1988 NONQUALIFIED STOCK OPTION PLAN
I, William N. Melton, whose signature appears below, constitute and appoint
Stephen M. Case, Robert W. Pittman, Lennert J. Leader, George Vradenburg, III,
and Sheila A. Clark, 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 Personal Library Software Inc. 1988 Nonqualified 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 18th day of February, 1998.
/S/WILLIAM N. MELTON
Signature
William N. Melton
Print Name
POWER OF ATTORNEY
FOR
PERSONAL LIBRARY SOFTWARE INC.
1988 NONQUALIFIED STOCK OPTION PLAN
I, Thomas Middelhoff, whose signature appears below, constitute and appoint
Stephen M. Case, Robert W. Pittman, Lennert J. Leader, George Vradenburg, III,
and Sheila A. Clark, 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 Personal Library Software Inc. 1988 Nonqualified 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 18th day of February, 1998.
/S/THOMAS MIDDELHOFF
Signature
Thomas Middelhoff
Print Name
POWER OF ATTORNEY
FOR
PERSONAL LIBRARY SOFTWARE INC.
1988 NONQUALIFIED STOCK OPTION PLAN
I, Robert W. Pittman, whose signature appears below, constitute and appoint
Stephen M. Case, Robert W. Pittman, Lennert J. Leader, George Vradenburg, III,
and Sheila A. Clark, 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 Personal Library Software Inc. 1988 Nonqualified 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 18th day of February, 1998.
/S/ROBERT W. PITTMAN
Signature
Robert W. Pittman
Print Name
