SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported):
JUNE 29, 1998
AMERICA ONLINE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-19836 54-1322110
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
22000 AOL Way, Dulles, Virginia, 20166
(Address of principal executive offices and zip code)
(703) 448-8700
(Registrant's telephone number, including area code)
ITEM 5. OTHER
In order to furnish an exhibit for incorporation by reference into the
Registration Statement on Form S-3 of America Online, Inc. (the "Company")
previously filed with the Securities and Exchange Commission (the "Commission")
(File No. 333-57153), which Registration Statement was declared effective by the
Commission on June 26, 1998 (the "Registration Statement"), the Company hereby
files an opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel
to the Company, supplementing its earlier opinion dated June 24, 1998 filed with
the Registration Statement and regarding the validity of certain shares of the
Company's common stock, $.01 par value per share ("Common Stock"), to be sold by
the Company in accordance with the Registration Statement and the Prospectus
Supplement thereto dated June 29, 1998.
In addition, on June 29, 1998, the Company issued a press release
pursuant to Rule 134 under the Securities Act of 1933, as amended, announcing
the Company's proposed offering of Common Stock pursuant to the Registration
Statement. The information in the press release is incorporated herein by
reference and filed as Exhibit 99.1 hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
5.2 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(filed herewith).
23.3 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(included in Exhibit 5.2).
99.1 Press release of the Company dated June 29, 1998
(filed herewith).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
AMERICA ONLINE, INC.
Date: June 29, 1998 By: /s/Sheila A. Clark
--------------------
Sheila A. Clark
Vice President, Deputy General Counsel
and Assistant Secretary
EXHIBIT INDEX
Exhibit
Number Description
5.2 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(filed herewith).
23.3 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(included as Exhibit 5.2).
99.1 Press release of the Company dated June 29, 1998
(filed herewith).
EXHIBIT 5.2
[MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C. LETTERHEAD]
June 29, 1998
America Online, Inc.
22000 AOL Way
Dulles, Virginia 20166
Ladies and Gentlemen:
Reference is made to our opinion dated June 24, 1998 and included as
Exhibit 5.1 to the Registration Statement on Form S-3, Registration Number
333-57153 (the "Registration Statement") filed by America Online, Inc. (the
"Company"), a Delaware corporation, with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), which Registration Statement was declared effective by the Commission on
June 26, 1998. We are rendering this supplemental opinion in connection with the
prospectus supplement (the "Prospectus Supplement") to be filed on June 30, 1998
by the Company with the Commission pursuant to Rule 424 under the Securities
Act. The Prospectus Supplement relates to the offering by the Company of up to
5,390,000 shares (including an aggregate of 490,000 shares for an overallotment
option granted to the Underwriters (as defined below)) of the Company's Common
Stock, $0.01 par value (the "Shares"), which Shares are covered by the
Registration Statement. The Shares are to be sold by the Company to certain
underwriters (the "Underwriters") who are parties to an underwriting agreement
(the "Underwriting Agreement") with the Company, the form of which has been
filed as an Exhibit to the Registration Statement.
We have acted as counsel to the Company in connection with the
preparation of the Registration Statement and the Prospectus Supplement. We are
familiar with the proceedings of the Board of Directors of the Company in
connection with the authorization, issuance and sale of the Shares. We have
examined such other documents as we consider necessary to render this opinion.
Based upon the foregoing, and subject to the limitations below, we are
of the opinion that the Shares have been duly authorized and, when issued and
delivered by the Company against payment therefor as contemplated by the
Underwriting Agreement, will be validly issued, fully paid and non-assessable.
Our opinion is limited to the General Corporation Law of the State of
Delaware, and we express no opinion with respect to the laws of any other
jurisdiction. No opinion is expressed herein with respect to the qualification
of the Common Stock under the securities or blue sky laws of any state or any
foreign jurisdiction.
We understand that you wish to file this opinion as an exhibit to the
Registration Statement, and we hereby consent thereto. We hereby further consent
to the reference to us under the caption "Legal Matters" in the prospectus
included in the Registration Statement.
Very truly yours,
/s/Mintz, Levin, Cohn, Ferris
Glovsky & Popeo, P.C.
MINTZ, LEVIN, COHN, FERRIS,
GLOVSKY and POPEO, P.C.
EXHIBIT 99.1
AOL TO OFFER $500 MILLION COMMON STOCK
DULLES, VA, June 29, 1998 -- America Online, Inc. [NYSE: AOL] announced today
that it is offering approximately $500 million of its Common Stock in a block
trade off of its universal shelf registration statement.
For a written copy of the Prospectus, please call Sara Bhatia with America
Online at 703-265-2188.
America Online, Inc., based in Dulles, Virginia, is the world's leader in
branded interactive services and content. America Online operates two worldwide
Internet online services: AOL Interactive Services, with more than 12 million
members; and CompuServe, with approximately two million members. America Online
also operates AOL Studios, the world's leading creator of original interactive
content. Other branded Internet services operated by America Online include
AOL.COM, the world's most accessed Web site from home; AOL NetFind, AOL's
comprehensive guide to the Internet; AOL Instant Messenger, an instant messaging
tool available on both AOL and the Internet; and ICQ, an instant communications
and chat technology on the Internet.
