As filed with the Securities and Exchange Commission on July 20, 2000
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 its charter)
Delaware 54-1322110
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
22000 AOL Way
Dulles, Virginia 20166-9323
(703) 265-1000
(Address, including zip code, of Registrant's principal executive office)
The MapQuest.com, Inc. 1999 Stock Plan,
MapQuest.com, Inc. 1995 Stock Option Plan
(Full title of the plans)
Paul T. Cappuccio, Esq.
Senior Vice President and General Counsel
America Online, Inc.
22000 AOL Way
Dulles, Virginia 20166
(703) 265-1000
(Name, address, including zip code, and telephone number, including area code,
of Registrant's agent for service)
Copies to:
Philip T. Ruegger III, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
CALCULATION OF REGISTRATION FEE
<TABLE>
Proposed
Maximum
Offering Proposed Maximum Amount of
Amount to be Price Per Aggregate Registration
Title of Securities to be Registered Registered Share (1) Offering Price Fee
<S> <C> <C> <C> <C> <C> <C>
Common Stock, $.01 par value per share (2) 1,718,201 $19.15 $32,903,549 $8,687
================================================ ================ ============== ================== ================
</TABLE>
(1) The maximum offering price per share has been determined solely for the
purpose of calculating the registration fee pursuant to Rule 457(h)(1)
under the Securities Act of 1933, as amended, and is based on (i)
1,718,201 shares of Common Stock which may be purchased upon exercise of
outstanding options and (ii) the average price of $19.15 at which options
may be exercised.
(2) The America Online Common Stock being registered hereby includes
associated preferred stock purchase rights.
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) of the Securities Act of 1933,
as amended (the "Securities Act"). 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 of the Securities Act. Such documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II hereof,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents (Commission file number 001-12143), 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, 1999 (filing date August 13, 1999)
(b) The Company's Quarterly Report on Form 10-Q/A, for the quarterly period
ended March 31, 2000 (filing date May 17, 2000), which contains
financial statements and related information that restate and supersede
the financial statements and related information in America Online's
Annual Report on Form 10-K for the fiscal year ended June 30, 1999,
filed August 13, 1999
(c) The Company's Quarterly Report on Form 10-Q, for the quarterly period
ended December 31, 1999 (filing date February 14, 2000)
(d) The Company's Quarterly Report on Form 10-Q, for the quarterly period
ended September 30, 1999 (filing date November 2, 1999)
(e) The Company's Proxy Statement on Schedule 14A for the Company's 1999
Annual Meeting (filing date September 24, 1999)
(f) The Company's Current Report on Form 8-K dated December 1, 1999 (filing
date December 2, 1999)
(g) The Company's Current Report on Form 8-K, dated December 21, 1999
(filing date January 3, 2000)
(h) The Company's Current Report on Form 8-K, dated January 10, 2000 (filing
date January 14, 2000)
(i) The Company's Current Report on Form 8-K, dated January 19, 2000 (filing
date January 20, 2000)
(j) The Company's Current Report on Form 8-K, dated January 10, 2000 (filing
date February 11, 2000)
(k) The Company's Current Report on Form 8-K, dated March 17, 2000 (filing
date March 24, 2000)
(l) The Company's Current Report on Form 8-K, dated April 3, 2000 (filing
date April 3, 2000)
(m) The Company's Current Report on Form 8-K, dated April 18, 2000 (filing
date April 21, 2000)
(n) The Company's Current Report on Form 8-K, dated May 23, 2000 (filing
date May 23, 2000)
(o) The Company's Current Report on Form 8-K, dated June 29, 2000 (filing
date July 17, 2000)
(p) The descriptions of the Company's Common Stock, including preferred
stock purchase rights, which are contained in registration statements on
Form 8-A under the Exchange Act of 1934, as amended (the "Exchange
Act"), including any amendments or reports filed for the purpose of
updating such description
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement indicating that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
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, because the person 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 the person in connection with such action, suit or
proceeding, if the person acted in good faith and in a manner the person
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
person did not have reasonable cause to believe the person's 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 because the person is or was a director or officer of the
corporation, against any expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
be indemnified for such expenses which the Court of Chancery or such other Court
shall deem proper.
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 the person in any such capacity, or
arising out of the person's status as such, whether or not the corporation would
have the power to indemnify the person against such liability under the
provisions of the law.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed herewith or incorporated by reference:
Exhibit No Description
4.1 Restated Certificate of Incorporation of the Registrant (filed as
Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 1997 and incorporated herein by reference).
4.2 Amendments 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-3, Registration No.
333-46633, and as Exhibit 3.1 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1999, both of which are
incorporated herein by reference).
4.3 Restated By-Laws of the Registrant (filed as Exhibit 3.5 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended June
30, 1998 and incorporated herein by reference).
4.4 Rights Agreement dated as of May 12, 1998, between the Registrant and
BankBoston, N.A., as Rights Agent (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).
4.5 Amendment No. 1, dated as of January 9, 2000, between the Registrant
and BankBoston, N.A., as Rights Agent (filed as Exhibit 4.1 to the
Registrant's Registration Statement on Form 8-A/A, dated as of January
14, 2000 and incorporated herein by reference.
4.6 The MapQuest.com, Inc. 1999 Stock Plan.
4.7 MapQuest.com, Inc. 1995 Stock Option Plan.
5.1 Opinion of Brenda C. Karickhoff, Esq., Vice President and Associate
General Counsel of the Company, regarding the legality of securities
being offered.
23.1 Consent of Brenda C. Karickhoff, Esq. (included as part of her opinion
filed as Exhibit 5.1 and incorporated herein by reference).
23.2 Consents of Ernst & Young LLP.
24.1 Powers of Attorney.
Item 9. Undertakings
The undersigned registrant 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;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this 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 this Registration Statement (except to the extent that the
information required to be included by clauses (i) or (ii) is contained
in periodic reports filed by the Company pursuant to Section 13 or 15(d)
of the Exchange Act that are incorporated by reference into this
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 this Registration Statement or
any material change to such information in this 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 of
any of the securities being registered which remain unsold at the
termination of the offering.
4. 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.
5. The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to
and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
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, Commonwealth of Virginia, on this 20th day
of July, 2000.
AMERICA ONLINE, INC.
By /s/J. Michael Kelly
J. Michael Kelly, Senior Vice President,
Chief Financial Officer and Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<S> <C> <C> <C>
Signature Title Date
Chief Executive Officer and Chairman of the
* Board (Principal Executive Officer) July 20, 2000
Stephen M. Case
* President and Chief Operating Officer
Robert W. Pittman July 20, 2000
Senior Vice President, Chief Financial Officer
and Assistant Secretary (Principal Financial
/s/J. Michael Kelly Officer)
J. Michael Kelly July 20, 2000
Senior Vice President, Controller, Chief
Accounting and Budget Officer (Principal
* Accounting Officer)
James F. MacGuidwin July 20, 2000
*
Daniel F. Akerson Director July 20, 2000
*
James L. Barksdale Director July 20, 2000
*
Frank J. Caufield Director July 20, 2000
*
Miles R. Gilburne Director July 20, 2000
*
Alexander M. Haig, Jr. Director July 20, 2000
Kenneth J. Novack Vice Chairman and Director July 20, 2000
*
Colin L. Powell Director July 20, 2000
*
Franklin D. Raines Director July 20, 2000
*
Marjorie M. Scardino Director July 20, 2000
</TABLE>
*By: /s/J. Michael Kelly
J. Michael Kelly,
Attorney-in-Fact
INDEX TO EXHIBITS
Exhibit No Description
No.
4.1 Restated Certificate of Incorporation of the Registrant (filed as
Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 1997 and incorporated herein by reference).
4.2 Amendments 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-3, Registration No.
333-46633, and as Exhibit 3.1 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1999, both of which are
incorporated herein by reference).
4.3 Restated By-Laws of the Registrant (filed as Exhibit 3.5 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended June
30, 1998 and incorporated herein by reference).
4.4 Rights Agreement dated as of May 12, 1998, between the Registrant and
BankBoston, N.A., as Rights Agent (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).
4.5 Amendment No. 1, dated as of January 9, 2000, between the Registrant and
BankBoston, N.A., as Rights Agent (filed as Exhibit 4.1 to the
Registrant's Registration Statement on Form 8-A/A, dated as of January
14, 2000 and incorporated herein by reference.
4.6 The MapQuest.com, Inc. 1999 Stock Plan.
4.7 MapQuest.com, Inc. 1995 Stock Option Plan.
5.1 Opinion of Brenda C. Karickhoff, Esq., Vice President and Associate
General Counsel of the Company, regarding the legality of securities
being offered.
23.1 Consent of Brenda C. Karickhoff, Esq. (included as part of her opinion
filed as Exhibit 5.1 and incorporated herein by reference).
23.2 Consents of Ernst & Young LLP.
24.1 Powers of Attorney.
