As filed with the Securities and Exchange Commission on September 25, 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 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)
LocalEyes Corporation 1999 Stock Option Plan;
LocalEyes Corporation Restated 1996 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 20166-9323
(703) 265-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered(1) registered offering price per aggregate offering registration fee
share price
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
LocalEyes Corporation 1999
Stock Option Plan, Common 2,566 $21.79(2) $55,913.14 $14.76
Stock,
$.01 par value per share
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
LocalEyes Corporation
Restated 1996 Stock Option 36 $55.28(3) $1,990.08 $0.53
Plan, Common Stock, $.01
par value per share
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</TABLE>
(1) America Online Common Stock being registered hereby includes associated
Preferred Stock Purchase Rights.
(2) The maximum offering price per share has been determined solely for the
purpose of calculating the registration fee pursuant to Rule 457(h) under
the Securities Act of 1933, as amended, and is based on (i) 2,566 shares of
Common Stock which may be purchased upon exercise of outstanding options
and (ii) the average price of $21.79 at which options may be exercised.
(3) The maximum offering price per share has been determined solely for the
purpose of calculating the registration fee pursuant to Rule 457(h) under
the Securities Act of 1933, as amended, and is based on (i) 36 shares of
Common Stock which may be purchased upon exercise of outstanding options
and (ii) the average price of $55.28 at which options may be exercised.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents(s) containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1) 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 of
this Form, 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 year ended June 30,
2000 (filing date September 22, 2000).
(b) 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 LocalEyes Corporation 1999 Stock Option Plan.
4.7 LocalEyes Corporation Restated 1996 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 Consent of Ernst & Young LLP.
24.1 Powers of Attorney (included in the signature page to the
Registration Statement).
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 25th day
of September, 2000.
AMERICA ONLINE, INC.
By: /s/J. Michael Kelly
J. Michael Kelly, Senior Vice
President, Chief Financial Officer
and Assistant Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Stephen M. Case, Kenneth J. Novack, J.
Michael Kelly, Paul T. Cappuccio, Sheila A. Clark and James F. MacGuidwin and
each of them, his true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) or supplements to this registration statement and to file the same
with all exhibits thereto, and all 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 and necessary to be done, as fully to all intents
and purposes as he 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
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
This power of attorney may be executed in counterparts.
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 dates indicated in one or more counter-parts.
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<S> <C> <C>
SIGNATURE TITLE DATE
--------- ----- ----
Chairman of the Board and Chief September 25, 2000
/s/ Stephen M. Case Executive Officer (principal executive
Stephen M. Case officer)
President, Chief Operating Officer and September 25, 2000
/s/ Robert W. Pittman Director
Robert W. Pittman
Senior Vice President, Chief Financial September 25, 2000
/s/ J. Michael Kelly Officer and Assistant Secretary (principal
J. Michael Kelly financial officer)
Senior Vice President, Controller, Chief September 25, 2000
/s/ James F. MacGuidwin Accounting & Budget Officer and Corporate
James F. MacGuidwin Compliance Officer (principal accounting
officer)
/s/ Daniel F. Akerson Director September 25, 2000
Daniel F. Akerson
/s/ James L. Barksdale Director September 25, 2000
James L. Barksdale
/s/ Frank J. Caufield Director September 25, 2000
Frank J. Caufield
/s/ Miles R. Gilburne Director September 25, 2000
Miles R. Gilburne
/s/ Alexander M. Haig, Jr. Director September 25, 2000
Alexander M. Haig, Jr.
/s/ Kenneth J. Novack Vice Chairman and Director September 25, 2000
Kenneth J. Novack
/s/ Colin L. Powell Director September 25, 2000
Colin L. Powell
/s/ Franklin D. Raines Director September 25, 2000
Franklin D. Raines
/s/ Marjorie M. Scardino Director September 25, 2000
Marjorie M. Scardino
</TABLE>
Exhibit Index
Exhibit No. Description
4.6 LocalEyes Corporation 1999 Stock Option Plan
4.7 LocalEyes Corporation Restated 1996 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 Consent of Ernst & Young LLP
24.1 Powers of Attorney (included in the signature page to the
Registration Statement)
