As filed with the Securities and Exchange Commission on December 9, 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)
AMERICA ONLINE, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
Sheila A. Clark, Esq.
Vice President, Acting General Counsel
and Assistant Secretary
America Online, Inc.
22000 AOL Way
Dulles, Virginia 20166-9323
(703) 265-1000
(Name, address, including zip code,
and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Amount Proposed
Title of Securities to be to be Maximum Offering Proposed Amount of
Registered(1) Registered(2) Price Per Share Maximum Aggregate Offering Price Registration Fee
Common Stock,
$.01 par value 4,000,000 (3) $345,360,000 $101,881
</TABLE>
(1) Common Stock being registered hereby includes associated Preferred Share
Purchase Rights, which initially are attached to and traded with the shares of
the Registrant's Common Stock. 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
may hereafter be granted under the America Online, Inc. Employee Stock Purchase
Plan (the "ESPP"). The maximum number of shares which may be sold upon the
exercise of such options granted under the ESPP is subject to adjustment in
accordance with certain anti-dilution and other provisions of the ESPP.
(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 all of the options that have not yet
been granted, the fee is based on the average of the high and low prices of
$86.34 for the Common Stock as quoted on the New York Stock Exchange 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 a previous registration statement has been filed with the Securities
and Exchange Commission (the "Commission") relating to the Company's Employee
Stock Purchase Plan (the "ESPP"), and such registration statement, as listed
below, is incorporated by reference herein:
Registration Statement on Form S-8, registering shares issued in connection
with the ESPP, File No. 333-48447 (filed on June 5, 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 statement.
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, 1998, 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 Report on Form 10-Q for the
quarter ended September 30, 1998, 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 August 4, 1998, September 28, 1998 and November 23, 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
333-46633, filed on February 20, 1998 with the Commission pursuant to
the Securities Act of 1933, as amended.
(e) The description of the preferred share purchase rights
contained in the Company's registration statement on Form 8-A filed
with the Commission pursuant to the Exchange Act on May 29, 1998.
(f) 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. 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 General Corporation Law
(the "Delaware Statute"), Article Ninth of the Registrant's Restated Certificate
of Incorporation (the "Certificate of Incorporation") provides that:
To the fullest extent permitted by the Delaware General
Corporation Law as the same now exists or may hereafter be amended, the
Corporation shall indemnify, and advance expenses to, its directors and
officers and any person who is or was serving at the request of the
Corporation as a director or officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. The
Corporation, by action of its board of directors, may provide
indemnification or advance expenses to employees and agents of the
Corporation 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 Corporation 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 Corporation, or is or was serving at the
request of the Corporation 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 Corporation 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 Corporation 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 Corporation 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 Corporation, 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 Registrant'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 Corporation or is or was serving at
the request of the Corporation 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 Corporation to the fullest extent authorized by the
Delaware General 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 Corporation to provide broader
indemnification rights than such law permitted the Corporation 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 Corporation 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 Corporation.
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 Corporation the expenses (including attorney's fees)
incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the Delaware General
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 Corporation 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 Corporation within
sixty (60) days after a written claim has been received by the
Corporation, 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
Corporation 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
Corporation 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 Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the Corporation 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 General Corporation Law. Neither the failure of
the Corporation (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 General
Corporation Law, nor an actual determination by the Corporation
(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 Corporation 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 Corporation.
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 Corporation'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 Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent
of the Corporation or another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss,
whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the Delaware
General Corporation Law.
Indemnification of Employees and Agents of the Corporation.
The Corporation 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 Corporation 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 Corporation.
The directors and officers of the Registrant are covered by a policy of
liability insurance.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit No. Description
4.1 Amendment of Section A of Article 4 of the
Restated Certificate of Incorporation of the
Registrant (filed as Exhibit 4.1 to the
Registrant's Registration Statement on Form
S-8 filed on February 20, 1998 and
incorporated herein by reference)
4.2 Section B of Article 4, Article 6 and
Article 8 of the Restated Certificate of
Incorporation of the Registrant (filed as
part of Exhibit 3.1 to the Registrant's Form
10-K for the year ended June 30, 1997 and
incorporated herein by reference)
4.3 Rights Agreement dated as of May 12, 1998,
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 4.1 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended
March 31, 1998 and incorporated herein by
reference)
5 Opinion of Sheila A. Clark, Acting General
Counsel to the Company (including the
consent of such acting general counsel),
regarding the legality of securities being
offered
10 The Company's Employee Stock Purchase Plan,
as amended and restated
23.1 Consent of Sheila A. Clark, Acting General
Counsel to the Company (included in her
opinion filed as Exhibit 5 hereto)
23.2 Consent of Ernst & Young LLP
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 County of Loudoun, State of Virginia, on
this 8th day of December, 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 8th day of December, 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, and Assistant Secretary
/s/J. Michael Kelly (Principal Financial Officer)
---------------------------
J. Michael Kelly
Vice President, Controller and Chief Accounting
and Budget Officer(Principal Accounting Officer)
*
---------------------------
James F. MacGuidwin
* Director
---------------------------
Daniel F. Akerson
* Director
---------------------------
Frank J. Caufield
* Director
---------------------------
Alexander M. Haig, Jr.
* Director
---------------------------
William N. Melton
Director
---------------------------
Thomas Middelhoff
Director
---------------------------
Colin L. Powell
Director
---------------------------
Franklin D. Raines
By: /s/J. Michael Kelly
J. Michael Kelly
Attorney-in-Fact
Exhibit Index
Exhibit No. Description
5 Opinion of Sheila A. Clark, Acting General Counsel to the
Company (including the consent of such acting general
counsel), regarding the legality of securities being offered
10 The Company's Employee Stock Purchase Plan, as amended and
restated
23.1 Consent of Sheila A. Clark, Acting General Counsel to the
Company (included in her opinion filed as Exhibit 5 hereto)
23.2 Consent of Ernst & Young LLP
Exhibit 5
December 8, 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 4,000,000 additional shares (the "Shares") of
the Company's common stock, par value $.01 per share ("Common Stock"), and
certain Preferred Stock Purchase Rights (the "Rights") which are being
registered under the amendment to the Registration Statement for issuance by the
Company pursuant to the terms of the America Online, Inc. Employee Stock
Purchase Plan (the "ESPP").
I am Acting 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. America Online, Inc. Employee Stock Purchase Plan; and
5. Rights Agreement of the Company adopted on May 12, 1998 (the
"Rights Agreement").
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 ESPP 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 ESPP 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
ESPP, 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 Preferred 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 Preferred 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 ESPP, 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 Preferred Stock Purchase Rights, if the Company's
Preferred Stock Purchase Rights have not expired or been redeemed in
accordance with the terms of the Rights Agreement, will be validly
issued.
You acknowledge that I am admitted to practice only in Massachusetts,
Texas and the District of Columbia and am not an expert in the laws of any other
jurisdiction. No one other than the addressees and their assigns are permitted
to rely on or distribute this opinion without the prior written consent of the
undersigned.
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, Esq.
Acting General Counsel
Exhibit 10
America Online, Inc.
Employee Stock Purchase Plan
(Amended and Restated Effective as of December 1, 1997)
Contents
Section Page
Article I. The Plan
1.1 Establishment and Restatement of the Plan 1
1.2 Applicability of the Plan 1
1.3 Purpose of the Plan 1
Article II. Definitions
2.1 Affiliate 2
2.2 Board 2
2.3 Closing Price 2
2.4 Code 2
2.5 Committee 2
2.6 Common Stock 2
2.7 Company 2
2.8 Compensation 2
2.9 Contribution Account 3
2.10 Eligible Employee 3
2.11 Employer 3
2.12 Exercise Date 3
2.13 Exercise Price 3
2.14 Option 3
2.15 Participant 3
2.16 Participation Period 3
2.17 Plan 3
2.18 Trading Date 3
Article III. Eligibility and Participation
3.1 Eligibility 4
3.2 Enrollment 4
3.3 Termination of Plan Participation 4
Article IV. Available Stock
4.1 In General 7
4.2 Changes in Corporate Capitalization 7
4.3 Dissolution, Merger, and Consolidation 7
Article V. Purchasing Common Stock
5.1 Participants' Accounts 8
5.2 Participant Contributions 8
5.3 Common Stock Purchases 8
Article VI. Amendment and Termination
6.1 Amendment 10
6.2 Termination 10
Article VII. General Provisions
7.1 Administration 11
7.2 Rights Not Transferable 11
7.3 Shareholder Rights 11
7.4 No Contract of Employment 12
7.5 Tax Considerations 12
7.6 Application of Funds 12
7.7 Applicable Law 12
7.8 Severability 12
Article I. The Plan
1.1 Establishment and Restatement of the Plan
America Online, Inc. (the "Company") previously established and presently
maintains a qualified employee stock purchase plan for the benefit of the
Eligible Employees of the Company and each participating Affiliate. The Plan was
initially effective on June 16, 1992. The Plan is hereby restated, effective
December 1, 1997. It shall continue to be known as the America Online, Inc.
Employee Stock Purchase Plan (the "Plan").
1.2 Applicability of the Plan
The provisions of this Plan apply only to Eligible Employees of the Company or a
participating Affiliate who are actively employed on or after December 1, 1997.
The rights of any individual that arise under this Plan before December 1, 1997
shall be determined under the Plan as in effect at that time.
1.3 Purpose of the Plan
The Plan is intended to encourage Eligible Employees to promote the Company's
best interests and enhance the Company's long-term performance by allowing them
to purchase the Company's Common Stock through payroll deductions. The Company
intends this Plan to qualify as an employee stock purchase plan under Code
section 423. Accordingly, the Plan shall be construed in a manner consistent
with the requirements of such section.
Article II. Definitions
Whenever used in this Plan, the following terms shall have the meanings set
forth below unless otherwise expressly provided. When the defined meaning is
intended, the term is capitalized. The definition of any term in the singular
shall also include the plural.
2.1 Affiliate
is a subsidiary
Affiliate means any present or future corporation which is a subsidiary
corporation within the meaning of Code section 424(f).
2.2 Board
Board means the Company's Board of Directors.
2.3 Closing Price
Closing Price means, as of any applicable date, the last trade price for the
Company's Common Stock on the New York Stock Exchange. However, if no trade
takes place on the New York Stock Exchange for a particular date, the Closing
Price for such date shall be the average of the closing bid and asked prices on
such day as officially quoted by the New York Stock Exchange.
2.4 Code
d, or as it may be
Code means the Internal Revenue Code of 1986, as amended, or as it may be
amended from time to time. A reference to a particular section of the Code shall
also be deemed to refer to the regulations under that section.
2.5 Committee
Committee means the Committee appointed by the Board to which the Board may
delegate it powers to administer this Plan.
2.6 Common Stock
Common Stock means shares of the Company's common stock having a par value of
$.01 per share.
2.7 Company
Company means America Online, Inc., or any successor thereto that agrees to
adopt and continue this Plan.
2.8 Compensation
Compensation means the total cash compensation (before taxes) received by a
Participant during a Participation Period from salary or wages. Salary and wages
shall include, but not be limited to, overtime pay, bonuses, holiday pay,
vacation pay, and short-term disability payments. Salary reduction contributions
made by the Participant under any plan maintained by the Company or an Affiliate
pursuant to Code section 125 or 401(k) shall also be included in Compensation.
Compensation shall not include payments under any other form of equity or fringe
benefit program (including, but not limited to, car allowances, relocation
reimbursements, and expatriate allowances) and compensation attributable to the
vesting of any restricted stock or exercise of a stock option.
2.9 Contribution Account
Contribution Account means the bookkeeping account established on behalf of each
Participant under section 5.1. An Employer is not required to segregate
Contribution Accounts from the Employer's other assets.
2.10 Eligible Employee
Eligible Employee means each person who, on the first day of a Participation
Period, is employed by an Employer.
2.11 Employer
Employer means the Company and each Affiliate.
2.12 Exercise Date
Exercise Date means the last Trading Date of the applicable Participation
Period.
2.13 Exercise Price
Exercise Price means the lesser of:
(a) 85 percent of the Closing Price on the first Trading Date of the applicable
Participation Period; or (b) 85 percent of the Closing Price on the Exercise
Date of the applicable Participation Period.
2.14 Option
Option means a right granted under this Plan to an Eligible Employee to purchase
shares of Common Stock.
2.15 Participant
Participant means an Eligible Employee who has enrolled in the Plan pursuant to
sections 3.1 and 3.2.
2.16 Participation Period
Participation Period means either:
(a) the six-month period beginning on each December 1 and ending on the
following May 31; or (b) the six-month period beginning on each June 1 and
ending on the following November 30.
2.17 Plan
lan, as amended from time to time.
Plan means this America Online, Inc. Employee Stock Purchase Plan, as amended
from time to time.
2.18 Trading Date
Trading Date means a date on which stocks in the United States are traded on the
New York Stock Exchange, regardless of whether any Common Stock is actually
traded on such date.
Article III. Eligibility and Participation
3.1 Eligibility
Each Eligible Employee may become a Participant on the first day of the first
Participation Period that begins after the Eligible Employee has completed six
months of service with an Employer.
However, no otherwise Eligible Employee shall become a Participant for a
Participation Period if, immediately following such Participation Period, such
individual would own stock and/or hold options to purchase stock, representing 5
percent or more of the total combined voting power or value of all classes of
stock of the Company or an Affiliate. The attribution rules described in Code
section 424(d) shall apply in determining the stock ownership of any Eligible
Employee under this section 3.1.
3.2 Enrollment
(a) General Rule. An Eligible Employee may become a Participant by enrolling in
the Plan as of the first day of the earliest Participation Period identified in
section 3.1, or as of the first day of any subsequent Participation Period
(provided he or she is still an Eligible Employee). The enrollment procedures
shall be prescribed by the Committee and shall be communicated to Eligible
Employees approximately 30 days before the first day of the applicable
Participation Period. Enrollment for a Participation Period will close at 11:59
p.m., Eastern Time, on the 15th of the month immediately preceding the first day
of the Participation Period.
(b) Payroll Deduction Election. At the time of enrollment, an Eligible Employee
shall authorize a regular payroll deduction from his or her Compensation for the
applicable Participation Period in accordance with section 5.2.
3.3 Termination of Plan Participation
(a) Voluntary Discontinuance. A Participant may discontinue his or her payroll
deduction election for a Participation Period by giving notice at a time, and in
a manner, prescribed by the Committee. This voluntary discontinuance of Plan
participation must occur no later than 11:59 p.m., Eastern Time, on the 15th of
the month in which the Participation Period ends.
Any balance remaining in the Participant's Contribution Account at the time of
such voluntary discontinuance shall be refunded (without interest) to the
Participant within 30 days. In addition, any Participant who voluntarily
discontinues Plan participation during a Participation Period under this
subsection (a) shall not be eligible to again participate in the Plan until the
first Participation Period that begins six or more months after the date of the
voluntary discontinuance.
(b) Termination of Employment. Except as otherwise provided in subsection (c), a
Participant who terminates employment during a Participation Period shall be
deemed to have discontinued Plan participation on the first day of such
Participation Period. Any balance remaining in the Participant's Contribution
Account at the time of such termination from employment shall be refunded
(without interest) to the Participant within 30 days following such termination.
(c) Retirement. The following provisions shall apply to a Participant who
terminates employment during a Participation Period on or after the first day of
the month in which the Participant reaches age 65.
(1) If such Participant terminates employment during the first three months
of a Participation Period, the Participant shall be deemed to have
discontinued Plan participation on the first day of such Participation
Period. The balance in the Participant's Contribution Account shall be
refunded (without interest) to the Participant within 30 days following
such retirement.
(2) If such Participant terminates employment during the last three months
of a Participation Period, payroll deductions will cease at the time of
such termination. Unless the Participant elects otherwise, the balance
in the Participant's Contribution Account shall be used to purchase
whole shares of Common Stock on the Exercise Date for the Participation
Period in which the termination occurs. (Any amounts remaining in the
Contribution Account after the purchase of whole shares of Common Stock
shall be paid to the Participant (without interest) within 30 days
following the Exercise Date).
However, instead of exercising Options on the Exercise Date described
above, such Participant may elect, before the applicable Exercise Date,
to receive the balance in his or her Contribution Account (without
interest). If the Participant elects this cash payment, the payment
shall be made within 30 days following the Participant's election.
(d) Death. If a Participant dies during a Participation Period, the balance that
is credited to the Participant's Contribution Account shall be used to purchase
whole shares of Common Stock on the Exercise Date for the Participation Period
in which the Participant died. This Common Stock shall be distributed to the
Participant's estate as soon as practicable following such Exercise Date. (In
addition, any amounts remaining in the Contribution Account after the purchase
of whole shares of Common Stock shall be paid to the estate (without interest)
within 30 days following such Exercise Date.)
However, instead of exercising Options on the Exercise Date described above, the
executor of the Participant's estate may elect, before the applicable Exercise
Date, to receive the balance in the Participant's Contribution Account (without
interest). If the executor elects this cash payment, the payment shall be made
to the Participant's estate within 30 days following such election.
(e) Disability. If a Participant incurs a Disability during a Participation
Period, payroll deductions for that Participant will cease on the date of such
Disability. Unless the Participant elects otherwise, the balance in the
Participant's Contribution Account shall be used to purchase whole shares of
Common Stock on the Exercise Date for the Participation Period in which the
Disability occurs. (Any amounts remaining in the Contribution Account after the
purchase of whole shares of Common Stock shall be paid to the Participant
(without interest) within 30 days following such Exercise Date.)
However, instead of exercising Options on the Exercise Date described above,
such Participant may elect, before the applicable Exercise Date, to receive the
balance in his or her Contribution Account (without interest). If the disabled
Participant elects this cash payment, the payment shall be made within 30 days
following such election.
For purposes of this subsection (e), a Participant is treated as having incurred
a Disability when the Participant leaves the Employer's active employment on
account of any condition which would be treated as a total and permanent
disability under Code section 22(e)(3).
(f) Leaves of Absence. Payroll deductions will cease when a Participant begins
an unpaid leave of absence. Unless the Participant elects otherwise, the balance
in the Participant's Contribution Account shall be used to purchase whole shares
of Common Stock on the Exercise Date for the Participation Period in which the
leave begins. (Any amounts remaining in the Contribution Account after the
purchase of whole shares of Common Stock shall be paid to the Participant
(without interest) within 30 days following such Exercise Date.)
However, instead of exercising Options as of the Exercise Date described above,
such Participant may elect, before the applicable Exercise Date, to receive the
balance in his or her Contribution Account (without interest). If the
Participant elects this cash payment, the payment shall be made within 30 days
following such election.
Notwithstanding any other provision in this subsection (f), if a Participant's
unpaid leave of absence extends beyond the 90 days, such Participant shall be
deemed to have incurred a termination of employment on the later of the 91st day
of such leave or the date on which the Participant no longer has reemployment
rights guaranteed by contract or law. In this event, the Participant shall
receive a cash payment of any amounts remaining in his or her Contribution
Account in accordance with subsection (b).
(g) Transfer to Nonparticipating Affiliate. Payroll deductions will cease when a
Participant is transferred from an Employer to a nonparticipating Affiliate. The
balance in the Participant's Contribution Account at the time of such transfer
shall be refunded to the Participant (without interest) within 30 days following
such transfer.
Article IV. Available Stock
4.1 In General
Subject to sections 4.2 and 4.3, 7,200,000 shares of Common Stock shall be
available for purchase by Participants under this Plan. These shares may be
authorized and unissued shares or may be issued shares that were subsequently
acquired by an Employer. If an Option under the Plan expires or terminates
without having been exercised in whole or in part, the shares that are subject
to such Option shall again be available for subsequent Option grants under the
Plan.
If the total number of shares of Common Stock to be purchased on an Exercise
Date exceeds the maximum number of shares available for the Participation
Period, the Committee shall allocate a percentage of the available shares to
each Participant equal to the balance in the Participant's Contribution Account
divided by the aggregate balance of all Contribution Accounts. (The allocation
to each individual Participant shall be rounded down to the nearest number of
whole shares.) Any balance remaining in the Participant's Contribution Account
after such allocation shall be distributed to the Participant in cash (without
interest) as soon as practicable.
4.2 Changes in Corporate Capitalization
The number of shares of Common Stock available under the Plan, the number of
shares of Common Stock that are subject to each outstanding Option, and the
Exercise Price may be adjusted by the Board to reflect any increase or decrease
in the number of shares of issued Common Stock resulting from any subdivision or
consolidation of shares, the payment of a stock dividend, or other increase or
decrease in the number of shares outstanding effected without receipt of
consideration by the Company. Adjustments shall be made in the sole discretion
of the Board, and its decision shall be final and binding.
4.3 Dissolution, Merger, and Consolidation
Upon the dissolution or liquidation of the Company, or upon a merger or
consolidation of the Company in which the Company is not the surviving
corporation, each Participant who holds an Option under the Plan shall be
entitled to receive at the next Exercise Date the same cash, securities, and/or
other property which a holder of Common Stock was entitled to upon and at the
time of such transaction. The Board shall take whatever steps it deems
reasonably necessary in connection with any such transaction to assure that
Participants receive the benefits described in this section 4.3.
Article V. Purchasing Common Stock
5.1 Participants' Accounts
The Committee shall establish a Contribution Account in the name of each
Participant. The payroll deductions authorized by the Participant under section
5.2 shall be credited to the Participant's Contribution Account, without
interest. The amount credited to a Participant's Contribution Account as of an
Exercise Date shall be used to purchase shares of Common Stock in accordance
with section 5.3.
5.2 Participant Contributions
(a) Payroll Deduction. An Eligible Employee may become a Participant for a
Participation Period by enrolling in the Plan at a time, and in a manner,
prescribed by the Committee. As part of the enrollment process, the Participant
shall authorize the Employer to deduct a whole percentage (ranging from 1
percent to 10 percent, as specified by the Participant) from the Participant's
Compensation for each pay date that occurs during the applicable Participation
Period.
The payroll deduction election in effect at the end of the current Participation
Period shall automatically remain in effect for the next following Participation
Period unless changed by the Participant at a time, and in a manner, prescribed
by the Committee.
(b) Election Changes During a Participation Period. A Participant may not
increase his or her payroll deduction election during a Participation Period.
However, a Participant may decrease the elected deduction percentage during a
Participation Period by giving notice no later than 11:59 p.m., Eastern Time, on
the 15th of the month in which the Participation Period ends. This election must
be provided at least 15 days before the first day of the pay period for which
the change is effective. If the Participant reduces the payroll deduction
election to zero, the Participant may elect to either (i) leave the
contributions made thus far in the Plan to be used to purchase Common Stock on
the Exercise Date or (ii) withdraw from the Plan in accordance with section
3.3(a).
5.3 Common Stock Purchases
(a) General Rule. Except as provided in section 3.3 (regarding the cessation of
participation during a Participation Period), section 4.1 (relating to a
shortage of available shares), or section 5.3(b) (regarding the limit described
in Code section 423(b)(8)), all amounts credited to the Participant's
Contribution Account during a Participation Period shall be used automatically
to acquire whole shares of Common Stock. The number of whole shares acquired on
behalf of each Participant shall be determined by dividing the amount credited
to the Participant's Contribution Account on the Exercise Date by the Exercise
Price.
If there is any amount remaining in the Participant's Contribution Account after
the purchase of whole shares of Common Stock under this subsection (a), such
amount shall be carried forward for use during the next following Participation
Period unless the Participant requests a cash payment of such remainder. If the
Participant elects a cash payment within 30 days following the Exercise Date,
such payment shall be made (without interest) within 30 days following such
election.
(b) Calendar Year Limit. Notwithstanding any provision in this Plan to the
contrary, no Eligible Employee shall be granted an Option in the Plan which
would permit the Eligible Employee's rights to purchase Common Stock under all
employee stock purchase plans (within the meaning of Code section 423) of the
Company or an Affiliate to accrue at a rate which exceeds $25,000 in fair market
value of such stock (determined at the time the Option is granted--i.e., the
first day of the Participation Period for which the Common Stock is acquired)
for each calendar year in which the Option is outstanding.
(c) Stock Certificates. As soon as reasonably practicable following each
Exercise Date, Common Stock purchased under subsection (a) shall be credited to
an account in the Participant's name in the offices of a broker designated by
the Committee. Physical delivery of the Common Stock certificates to
Participants shall not be required.
Article VI. Amendment and Termination
6.1 Amendment
Except as provided below, the Plan may be amended by the shareholders, by the
Board, or by the Committee. (This right to amend shall include the right of the
Board to designate, from time to time, any Affiliate as a participating Employer
herein). However, no amendment may-- (a) adversely affect any Option that was
granted before the adoption date of such amendment, unless any
Participant to whom such Option has been granted gives his or her written
consent to such amendment; (b) increase the aggregate number of shares which may
be issued under the Plan (except an increase occurring
under section 4.2 relating to changes in the Company's capitalization)
without shareholder approval; or (c) change the designation of participating
Employers (except as provided above) without shareholder approval. If
shareholder approval for an amendment is required under subsection (b) or (c),
such approval must be obtained within 12 months after the date the amendment is
approved by the Board. If the required approval is not obtained, any such
amendment shall be null and void from its intended effective date.
6.2 Termination
The shareholders, the Board, or the Committee may terminate the Plan at any
time. If the Plan is terminated, the Committee shall give notice to affected
Participants, terminate all payroll deductions, and pay to the Participants any
balances remaining in their Contribution Accounts (without interest) as soon as
practicable following such termination.
Article VII. General Provisions
7.1 Administration
The Board shall be responsible for the administration of the Plan. The Board
shall have the authority-- (a) to establish rules and procedures for the
administration of the Plan which are not inconsistent with the
provisions hereof;
(b) to interpret the terms and provisions of the Plan and determine all
questions arising under the Plan; and (c) to delegate to the Committee any of
its administrative responsibilities hereunder (except its power to
designate Affiliates as participating Employers).
The Committee may, in turn, delegate to the appropriate individuals the
authority to administer the Plan and keep records of individual benefits. The
Committee, however, may not delegate its power to terminate or amend the Plan.
In carrying out its responsibilities, neither the Board nor the Committee shall
discriminate in favor of or against any Participant. Each Eligible Employee
shall have the same rights and privileges under the Plan, except that the amount
of Common Stock which may be purchased under Options granted under the Plan
shall bear a uniform relationship to the amount of the Eligible Employee's
Compensation.
In carrying out its responsibilities, the Board and the Committee shall have the
utmost discretion permitted by law. Also, to the extent permitted by law, all
findings of fact, determinations, interpretations, and decisions of the Board
and the Committee shall be conclusive and binding upon all persons.
7.2 Rights Not Transferable
Options granted under the Plan may not be transferred by the Participant except
by will or by the laws of descent and distribution. Additionally, no Option
shall be subject to execution, attachment, or similar process. Any attempt to
assign, transfer, attach, or otherwise dispose of any Option granted under this
Plan shall be null and void. An Option may be exercised only by the Participant
(or by the Participant's legal representative if permitted under Code section
423) during his or her lifetime. After the Participant's death, the
Participant's outstanding Option may be exercised by the executor of the
Participant's estate pursuant to section 3.3(d).
7.3 Shareholder Rights
A Participant shall not have any rights as a shareholder with respect to Common
Stock issuable pursuant to the exercise of an Option granted under this Plan
until a certificate for such shares of Common Stock are issued to him or her, or
the Company reflects the Participant's ownership in its stock ledger or other
appropriate record of Common Stock ownership.
7.4 No Contract of Employment
Nothing contained in the Plan shall be deemed to give any Eligible Employee the
right to be retained in the service of the Company or an Affiliate, or to
interfere with the right of the Company or an Affiliate to discharge or retire
any Eligible Employee at any time.
7.5 Tax Considerations
(a) Favorable Taxation Under Code Section 423. To qualify for favorable tax
treatment under Code section 423, a Participant may not transfer or
otherwise dispose of Common Stock acquired under this Plan until the later
of: (1) one year from the date of acquisition of such Common Stock; or (2)
two years after the date on which the related Option was granted (i.e., the
first day of the
Participation Period for which the Common Stock was acquired).
However, if the Participant dies before such Common Stock is sold, these
holding period requirements do not apply.
(b) Notice of Disqualifying Disposition. Each Participant who acquires shares
of Common Stock under this Plan shall notify the Company, in writing, if
the Participant disposes of such shares before the later of the two dates
identified in subsection (a) above.
(c) Withholding. The Committee may make appropriate withholding of federal,
state, and local income taxes from a Participant's Compensation to the
extent that the Committee deems such withholding to be necessary under
applicable law. Alternatively, the Committee may require the Participant to
remit any such taxes directly to the Employer by separate check.
7.6 Application of Funds
The proceeds received by the Company from the sale of Common Stock under this
Plan will be used for general corporate purposes.
7.7 Applicable Law
The obligations of the Company to sell and deliver Common Stock under the Plan
shall be subject to all applicable laws, regulations, rules, and approvals,
including, but not limited to, the effectiveness of a registration statement
under the Securities Act of 1933 if deemed necessary or appropriate by the
Company. Certificates for shares of Common Stock issued hereunder may be
legended as the Board shall deem appropriate.
Questions relating to the validity, construction, and administration of the Plan
shall be determined under the laws of the State of Delaware to the extent that
such laws are not inconsistent with Code section 423.
7.8 Severability
If a provision of the Plan is illegal or invalid, the illegality or invalidity
shall not affect the remaining parts of the Plan, and the Plan shall be
construed and enforced as if the illegal or invalid provision had not been
included in this Plan.
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-____________) pertaining to the America Online, Inc. Employee Stock
Purchase Plan of America Online, Inc. of our report dated September 25, 1998,
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, 1998,
filed with the Securities and Exchange Commission.
/S/ERNST & YOUNG LLP
Ernst & Young LLP
Vienna, Virginia
December 3, 1998
Exhibit 24
POWER OF ATTORNEY
FOR
AMERICA ONLINE, INC.
EMPLOYEE STOCK PURCHASE PLAN
I, Stephen M. Case, whose signature appears below, constitute and
appoint Stephen M. Case, Kenneth J. Novack, J. Michael Kelly, Sheila A. Clark
and James F. MacGuidwin, 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 under the America Online, Inc. Employee Stock Purchase
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 8th day of December, 1998.
......... /S/STEPHEN M. CASE
......... Signature
......... STEPHEN M. CASE
......... Print Name
POWER OF ATTORNEY
FOR
AMERICA ONLINE, INC.
EMPLOYEE STOCK PURCHASE PLAN
I, Robert W. Pittman, whose signature appears below, constitute and
appoint Stephen M. Case, Kenneth J. Novack, J. Michael Kelly, Sheila A. Clark
and James F. MacGuidwin, 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 under the America Online, Inc. Employee Stock Purchase
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 8th day of December, 1998.
......... /S/ROBERT W. PITTMAN
......... Signature
......... ROBERT W. PITTMAN
......... Print Name
POWER OF ATTORNEY
FOR
AMERICA ONLINE, INC.
EMPLOYEE STOCK PURCHASE PLAN
I, Daniel F. Akerson, whose signature appears below, constitute and
appoint Stephen M. Case, Kenneth J. Novack, J. Michael Kelly, Sheila A. Clark
and James F. MacGuidwin, 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 under the America Online, Inc. Employee Stock Purchase
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 8th day of December, 1998.
......... /S/DANIEL F. AKERSON
......... Signature
......... DANIEL F. AKERSON
......... Print Name
POWER OF ATTORNEY
FOR
AMERICA ONLINE, INC.
EMPLOYEE STOCK PURCHASE PLAN
I, Alexander M. Haig, Jr., whose signature appears below, constitute
and appoint Stephen M. Case, Kenneth J. Novack, J. Michael Kelly, Sheila A.
Clark and James F. MacGuidwin, 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 under the America Online, Inc.
Employee Stock Purchase 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 8th day of December, 1998.
......... /S/ALEXANDER M. HAIG, JR.
......... Signature
......... ALEXANDER M. HAIG, JR.
......... Print Name
POWER OF ATTORNEY
FOR
AMERICA ONLINE, INC.
EMPLOYEE STOCK PURCHASE PLAN
I, William N. Melton, whose signature appears below, constitute and
appoint Stephen M. Case, Kenneth J. Novack, J. Michael Kelly, Sheila A. Clark
and James F. MacGuidwin, 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 under the America Online, Inc. Employee Stock Purchase
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 8th day of December, 1998.
......... /S/WILLIAM N. MELTON
......... Signature
......... WILLIAM N. MELTON
......... Print Name
POWER OF ATTORNEY
FOR
AMERICA ONLINE, INC.
EMPLOYEE STOCK PURCHASE PLAN
I, Frank J. Caufield, whose signature appears below, constitute and
appoint Stephen M. Case, Kenneth J. Novack, J. Michael Kelly, Sheila A. Clark
and James F. MacGuidwin, 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 under the America Online, Inc. Employee Stock Purchase
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 8th day of December, 1998.
......... /S/FRANK J. CAUFIELD
......... Signature
......... FRANK J. CAUFIELD
......... Print Name
POWER OF ATTORNEY
FOR
AMERICA ONLINE, INC.
EMPLOYEE STOCK PURCHASE PLAN
I, James F. MacGuidwin, whose signature appears below, constitute and
appoint Stephen M. Case, Kenneth J. Novack, J. Michael Kelly, Sheila A. Clark
and James F. MacGuidwin, 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 under the America Online, Inc. Employee Stock Purchase
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 8th day of December, 1998.
......... /S/JAMES F. MACGUIDWIN
......... Signature
......... JAMES F. MACGUIDWIN
......... Print Name
