As filed with the Securities and Exchange Commission on January 14, 1998
Registration No. 333-21921
SECURITIES AND EXCHANGE COMMISSION
FORM S-3/A
POST-EFFECTIVE AMENDMENT NO. ONE
TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICA ONLINE, INC.
(Exact name of registrant as specified in its charter)
Delaware 54-1322110
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
22000 AOL Way
Dulles, Virginia 20166-9323
(703) 448-8700
(Address, including zip code, and telephone, including
area code, of registrant's principal executive offices)
Stephen M. Case
Chief Executive Officer
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)
Copy to:
Sheila A. Clark, Esquire
Deputy General Counsel
America Online, Inc.
22000 AOL Way
Dulles, Virginia 20166-9323
(703) 448-8700
Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<PAGE>
DEREGISTRATION OF COMMON STOCK
The Registrant hereby deregisters 9,725 shares of common stock, par value
$.01 per share ("Common Stock"), previously registered pursuant to this
Registration Statement. The shares of common stock deregistered hereby were not
sold by holders of the Registrant's common stock in the offering which
terminated on January 5, 1998 in accordance with the Plan of Distribution set
forth in the Prospectus previously filed as part of this Registration Statement.
As a result of this deregistration, the total number of shares registered
pursuant to this Registration Statement is 367,991.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dulles, Commonwealth of Virginia on January 14, 1998.
AMERICA ONLINE, INC.
By:/S/LENNERT J. LEADER
Lennert J. Leader
Senior Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
* Chairman of the Board, President, January 14, 1998
Stephen M. Case Chief Executive Officer and Director
(principal executive officer)
* Senior Vice President and Chief January 14, 1998
Lennert J. Leader Financial Officer (principal
financial and accounting officer)
* President & Chief Executive Officer, January 14, 1998
Robert W. Pittman AOL Networks, and Director
* Director January 14, 1998
Frank J. Caufield
* Director January 14, 1998
Robert J. Frankenberg
* Director January 14, 1998
Alexander M. Haig, Jr.
* Director January 14, 1998
William N. Melton
* Director January 14, 1998
Thomas Middelhoff
* Director January 14, 1998
Daniel F. Akerson
/S/LENNERT J. LEADER
*By Lennert J. Leader, Attorney-in-Fact
