-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HLSZ9x+cmhkqtj51nEKpZwyEP8FxwiFINrbtLc9iWYAWnZ+E1eXWngqN2yFcT/0W 7jOPusjytOUGXnqquqffmA== 0001045969-98-000828.txt : 19981123 0001045969-98-000828.hdr.sgml : 19981123 ACCESSION NUMBER: 0001045969-98-000828 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ONLINE SYSTEM SERVICES INC CENTRAL INDEX KEY: 0001011901 STANDARD INDUSTRIAL CLASSIFICATION: 7373 IRS NUMBER: 841293864 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-67509 FILM NUMBER: 98754905 BUSINESS ADDRESS: STREET 1: 1800 GLENARM PLACE STREET 2: STE 800 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032969200 MAIL ADDRESS: STREET 1: 1800 GLENARM PL STREET 2: SUITE 800 CITY: DENVER STATE: CO ZIP: 80202 S-3 1 FORM S-3 REGISTRATION STATEMENT As filed with the Securities & Exchange Commission on November 18, 1998 Registration No. ________________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------- ONLINE SYSTEM SERVICES, INC. (Exact name of issuer as specified in its charter) Colorado 84-1293864 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 1800 GLENARM PLACE, SUITE 700 DENVER, COLORADO 80202 (303)296-9200 (Address and telephone number of principal executive offices) ------------------------- R. Steven Adams Online System Services, Inc. 1800 Glenarm Place, Suite 700 Denver, Colorado 80202 (303) 296-9200 (Name, address and telephone number of agent for service) Copy to: Lindley S. Branson Gray, Plant, Mooty, Mooty & Bennett, P.A. 33 South Sixth Street 3400 City Center Minneapolis, Minnesota 55402 (612) 343-2800 ------------------------- Approximate date of commencement of proposed sale to the 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 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, check the following box and list the Securities Act registration statement number of earlier effective registration statement for same offering. [X] 333-58653 ------------------------------------------- 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 effective registration statement for same offering. [ ] -------------------------------------------------------- If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
Title of securities to Amount to be Proposed maximum Proposed maximum aggregate Amount of be registered registered (2) offering price (1) offering price (1) registration fee - - ------------------------ ------------------- ---------------------- ----------------------------- -------------------- Common Stock, no par 53,015 shares $8.25 $437,373.75 $121.59 value
- - ------------------------------- (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of Regulation C as of the close of the market on November 11, 1998. (2) The registrant previously registered with the Securities and Exchange Commission 574,281 shares of its common stock (Registration Statement No. 333-58653) and in connection therewith paid a filing fee of $1,838.13. ------------------------- THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The information set forth in the Registration Statement on Form S-3 filed by Online System Services, Inc. with the Securities and Exchange Commission (Registration Statement No. 333-58653) pursuant to the Securities Act of 1933, as amended, is incorporated by reference in this registration statement. II-1 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on November 18, 1998. ONLINE SYSTEM SERVICES, INC. By /s/ R. Steven Adams -------------------------------- R. Steven Adams, President and Chief Executive Officer KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints R. Steven Adams and Thomas S. Plunkett, and each of them, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him/her and in his/her 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 all 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 powers and authority to do and perform each and every act and things requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their or his/her 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 registration statement has been signed below on the 18th day of November, 1998, by the following persons in the capacities indicated: /s/ R. Steven Adams - - --------------------------------------- R. Steven Adams, (President, Chief Executive Officer and a Director) /s/ Thomas S. Plunkett - - --------------------------------------- Thomas Plunkett (Vice President and Chief Financial Officer) /s/ Stu Lucko - - --------------------------------------- Stu Lucko (Controller) /s/ Paul H. Spieker - - --------------------------------------- Paul H. Spieker (Director) /s/ Robert J. Lewis - - --------------------------------------- Robert J. Lewis (Director) /s/ Richard C. Jennewine - - --------------------------------------- Richard C. Jennewine (Director) /s/ William R. Cullen - - --------------------------------------- William R. Cullen (Director) II-2 ONLINE SYSTEM SERVICES, INC. FORM S-3 INDEX TO EXHIBITS 3.1 Articles of Incorporation, as amended, of the Company (3) 3.2 Bylaws of the Company (1) 4.1 Specimen form of the Company's Common Stock certificate (2) 4.2 Form of Warrant Agreement dated May 23, 1996 between Corporate Stock Transfer and the Company, including form of Warrant (2) 4.3 Specimen of Warrant Certificate--See Exhibit A filed with Exhibit 4.2 5.1 Opinion of Counsel* 23.1 Consent of Arthur Andersen LLP* - - --------- * Filed herewith (1) Filed with the initial Registration Statement on Form SB-2, filed April 5, 1996, Commission File No. 333-3282-D. (2) Filed with Amendment No. 1 to the Registration Statement on Form SB-2, filed May 3,1996, Commission File No. 333-3282-D. (3) Filed with Post-Effective Amendment No. 1 on Form S-3 to the Registration Statement on Form SB-2, filed June 22, 1998, Commission File No. 333-3282-D and filed with the Form 10-QSB for the period ended September 30, 1998, Commission File No. 0-28462. EX-5.1 2 OPINION OF GRAY PLANT MOOTY [Letterhead of Gray, Plant , Mooty, Mooty & Bennett, P.A.] EXHIBIT 5.1 LINDLEY S. BRANSON 612 343-2827 November 18, 1998 Online System Services, Inc. 1800 Glenarm Place Suite 800 Denver, CO 80202 RE: FORM S-3 REGISTRATION STATEMENT Ladies/Gentlemen: This opinion is furnished in connection with the registration, pursuant to the Securities Act of 1933, as amended, of 53,015 shares of common stock, no par value (the "Shares"), of Online System Services, Inc. (the "Company"), issuable upon conversion of the outstanding shares of the Company's 5% Preferred Stock (the "5% Preferred Stock"), which may sold from time to time by Arrow Investors LLC (the "Selling Shareholder") for its own account. We have acted as counsel to the Company in connection with the preparation of the Form S-3 Registration Statement (the "Registration Statement"). We have examined the Articles of Incorporation, as amended, the Bylaws of the Company, such records of proceedings of the Company as we deemed material and such other certificates, records and documents as we considered necessary for the purposes of this opinion. Based on the foregoing, we are of the opinion that the Shares will be when issued upon the exercise of the 5% Preferred Stock legally issued, fully paid and non-assessable securities of the Company. We understand that this opinion is to be issued in connection with the Registration Statement. We consent to a filing of a copy of this opinion with the Registration Statement. Very truly yours, GRAY, PLANT, MOOTY, MOOTY & BENNETT, P.A. By /s/ Lindley S. Branson -------------------------------- Lindley S. Branson EX-23.1 3 CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23.1 Consent of Independent Auditors As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 27, 1998 (except with respect to the matter discussed in Note 12 as to which the date is March 12, 1998), included in Online System Services, Inc. Form 10-KSB for the year ended December 31, 1997 and to all references to our Firm included in the Registration Statement. /s/ Arthur Andersen LLP Denver, Colorado, November 18, 1998 -----END PRIVACY-ENHANCED MESSAGE-----