<PAGE>
As filed with the Securities and Exchange Commission on May 14, 1996.
Registration No. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NETCOM ON-LINE COMMUNICATION SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0317705
------------------------------- ------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3031 Tisch Way
San Jose, California 95128
------------------------------ ------------------------------
(Address of Principal (Zip Code)
Executive Offices)
AMENDED AND RESTATED 1993 STOCK OPTION PLAN
-------------------------------------------------
(Full title of the plan)
Copy to:
CLIFTON T. WEATHERFORD MICHAEL J. SULLIVAN, ESQ.
Senior Vice President, MARIA L. PIZZOLI, ESQ.
Chief Financial Officer and Secretary Pillsbury Madison & Sutro LLP
NETCOM On-Line Communication Services, Inc. 2700 Sand Hill Road
3031 Tisch Way Menlo Park, CA 94025
San Jose, California 95128 (415) 233-4500
(408) 983-5950
- ----------------------------------- --------------------------
(Name, address and telephone
number, including area code,
of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Amount of
Securities To To Be Offering Price Maximum Aggregate Registration
Be Registered Registered(1) per Share(2) Offering Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock 729,598 shares $35.50 $25,900,729 $8,932
$0.01 par value,
and Series C
Preferred Stock
Purchase Rights
associated therewith.
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</TABLE>
(1) Calculated pursuant to General Instruction E on Form S-8.
(2) Estimated solely for the purpose of calculating the registration fee on
the basis of the average of the high and low prices as reported on the
Nasdaq National Market on May 9, 1996.
(3) The Registration Fee has been calculated pursuant to Rule 457(h).
_________________
The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.
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Page 1 of 8 pages
Exhibit Index Appears on page 6.
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<PAGE>
INFORMATION REQUIRED PURSUANT TO
--------------------------------
GENERAL INSTRUCTION E TO FORM S-8
---------------------------------
GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed for the purpose of increasing
the number of securities of the same class as other securities for which a
Registration Statement of the Registrant on Form S-8 relating to the same
employee benefit plan is effective.
Registrant's Form S-8 Registration Statement filed with the Securities and
Exchange Commission on April 7, 1995 (File No. 33-91000), is hereby incorporated
by reference.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(1) Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995, which contains, among other things, the consolidated
financial statements of Registrant and certain supplementary data for the fiscal
year ended December 31, 1995, together with the report thereon of Ernst & Young
LLP, independent auditors.
(2) The description of Registrant's common stock, $0.01 par value per
share, contained in Registrant's Registration Statement on Form 8-A, as filed
with the Securities and Exchange Commission (the "Commission") on December 5,
1994.
(3) The description of Registrant's Preferred Stock Purchase Rights for
Series C Participating Preferred Stock, $0.01 par value per share, contained in
Registrant's Registration Statement on Form 8-A, as filed with the Commission
on March 19, 1996.
In addition, all documents subsequently filed by Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
-2-
<PAGE>
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 autho-
rized, in the City of San Jose, State of California, on May 10, 1996.
NETCOM ON-LINE COMMUNICATION SERVICES, INC.
By /S/ DAVID W. GARRISON
------------------------------------------------
David W. Garrison
President, Chief Executive Officer
and Director (Principal
Executive Officer)
By /S/ CLIFTON T. WEATHERFORD
------------------------------------------------
Clifton T. Weatherford
Senior Vice President,
Chief Financial Officer and Secretary
(Principal Financial and
Accounting Officer)
-3-
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David W. Garrison and Clifton T. Weatherford, and
each of them, his true and lawful attorneys-in-fact and agents, each 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, to this Registration Statement, and to file the same,
with 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 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 each of said attorneys-in-fact and agents or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registra-
tion Statement has been signed by the following persons in the capacities and on
the date indicated:
Signature Title Date
--------- ----- ----
/S/ DAVID W. GARRISON President, Chief May 10, 1996
-------------------------
David W. Garrison Executive Officer and
Director (Principal
Executive Officer)
/S/ CLIFTON T.WEATHERFORD Senior Vice President, May 10, 1996
------------------------- Chief Financial Officer
Clifton T. Weatherford and Secretary (Principal
Financial and Accounting
Officer)
/S/ Stephen J. Getsy Director May 10, 1996
----------------------
Stephen J. Getsy
/S/ LAWRENCE W. LEPARD Director May 10, 1996
----------------------
Lawrence W. Lepard
/S/ GARY P. MADDEN Director May 10, 1996
----------------------
Gary P. Madden
-4-
<PAGE>
Signature Title Date
--------- ----- ----
/S/ OFER NEMIROVSKY Director May 10, 1996
----------------------
Ofer Nemirovsky
/S/ MICHAEL R. O'BRIEN Director May 10, 1996
----------------------
Michael R. O'Brien
/S/ CHARLES C. TOWNSEND, III
- ---------------------------- Director May 10, 1996
Charles C. Townsend, III
-5-
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit Sequentially
Number Exhibit Numbered Page
------- ------- -------------
4.1 Rights Agreement between Registrant and Chemical (*)
Mellon Shareholder Services L.L.C., as Rights
Agent.
5.1 Opinion regarding legality of securities to be 7
offered.
23.1 Consent of Independent Auditors. 8
23.2 Consent of Pillsbury Madison & Sutro LLP
(included in Exhibit 5.1).
24.1 Power of Attorney (see pages 4-5).
- --------------------
(*) Incorporated by reference from Exhibit 5.1 to the Registrant's Report
on Form 8-K, filed with the Securities and Exchange Commission on March 18,
1996.
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<PAGE>
EXHIBIT 5.1
-----------
Law Offices Of
PILLSBURY MADISON & SUTRO LLP
2700 Sand Hill Road
Los Angeles MENLO PARK, CALIFORNIA 94025-7020 Menlo Park
New York Telephone (415) 233-4500 Orange County
Sacramento Telecopier (415) 233-4545 San Diego
Washington, D.C. San Jose
Tokyo Hong Kong
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Writer's Direct Dial Number
May 13, 1996
NETCOM On-Line Communication Services, Inc.
3031 Tisch Way
San Jose, CA 95128
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by
NETCOM On-Line Communication Services, Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission under the Securities Act
of 1933, relating to 729,598 shares of the Company's common stock, $.01 par
value (the "Common Stock") and the Preferred Stock Purchase Rights associated
therewith, issuable pursuant to the Company's Amended and Restated 1993 Stock
Option Plan (the "Plan"), it is our opinion that the Common Stock, when issued
and sold in accordance with the Plan, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/S/ PILLSBURY MADISON & SUTRO
8212
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EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Amended and Restated 1993 Stock Option Plan of NETCOM
On-Line Communication Services, Inc. of our report dated February 7, 1996, with
respect to the consolidated financial statements of NETCOM On-Line Communication
Services, Inc. included in the Annual Report (Form 10-K) for the year ended
December 31, 1995.
/S/ ERNST & YOUNG LLP
San Jose, California
May 7, 1996
