-----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, HxwzxHeRaYDoLLZored0oghe3aircL7u/9hHucO6aHUBx2lqGD6JsCXyuXsjz6Aa UiCAH+Bd6cSg/pnWig6pKg== 0001045969-99-000529.txt : 19990719 0001045969-99-000529.hdr.sgml : 19990719 ACCESSION NUMBER: 0001045969-99-000529 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990716 EFFECTIVENESS DATE: 19990716 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ONLINE SYSTEM SERVICES INC CENTRAL INDEX KEY: 0001011901 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 841293864 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-83103 FILM NUMBER: 99666102 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-8 1 FORM S-8 As filed with the Securities & Exchange Commission on July 15, 1999 Registration No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________ FORM S-8 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 Scott A. Hendrickson Gray, Plant, Mooty, Mooty & Bennett, P.A. 33 South Sixth Street 3400 City Center Minneapolis, Minnesota 55402 (612) 343-2800 _________________________ CALCULATION OF REGISTRATION FEE
Title of each class Amount to be Proposed maximum Proposed maximum Amount of of securities to be registered offering price per aggregate offering price registration fee* registered unit - --------------------------------------------------------------------------------------------------------------------------------- Common Stock, no 2,800,000 $14.75 $41,300,000 $11,481.40 par value
_______________________________ (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) of Regulation C based upon the price of $14.75, which represents the last sale reported for such stock in the NASDAQ Small Cap Market on July 13, 1999. PART II INCORPORATION OF DOCUMENTS BY REFERENCE We filed a registration statement on Form S-8 (File No. 333-13983) with the SEC on October 11, 1996 covering the registration of 700,000 shares initially authorized for issuance under the Online System Services, Inc. 1995 Stock Option Plan (the "1995 Plan"). The contents of this prior registration statement are incorporated herein by reference. We file annual, quarterly and special reports, proxy statements and other information with the SEC. The following documents, which have been filed by us with the SEC pursuant to the Securities and Exchange Act of 1934 (File No. 0-28462), are incorporated by reference in this registration statement: (i) Our annual report on Form 10-KSB for the fiscal year ended December 31, 1998; (ii) Our report on Form 8-K, as amended, dated January 11, 1999; (iii) Our quarterly report on Form 10-QSB for the quarter ending March 31, 1999; (iv) The description of our common stock contained in our registration statement in Form 8-A, as amended, declared effective by the SEC as of May 23, 1996. All documents subsequently filed by us with the SEC pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing such documents. EXHIBITS 4.1 Specimen form of OSS' Common Stock certificate (2) 4.2 Form of Warrant Agreement dated May 23, 1996 between Corporate Stock Transfer and OSS, including form of Warrant (2) 4.3 Stock Option Plan of 1995 (1) 4.4 Form of Incentive Stock Option Agreement for Stock Option Plan of 1995 (1) 4.5 Form of Nonstatutory Stock Option Agreement for Stock Option Plan of 1995 (1) 4.6 Form of Warrant issued in connection with Sale-Leaseback of Equipment (1) 4.7 Form of Warrant issued in 1996 to private investors (1) 4.8 Specimen of Warrant Certificate--See Exhibit A filed with Exhibit 4.2 4.9 Form of Warrant Agreement issued in 1997 and 1998 to private investors (3) 4.10 Form of Warrant Agreement issued in connection with issuance of Series A Preferred Stock (4) 4.11 Form of Warrant Agreement issued in connection with issuance of Series C Preferred Stock (5) 5.1 Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.* 23.1 Consent of Arthur Andersen LLP* 23.2 Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. (see Exhibit 5.1 to this Registration Statement)* 24 Power of Attorney (see signature page)* - ----------------------------- * 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. 1 (3) Filed with the Form 10-KSB Annual Report for the year ended December 31, 1997, Commission File No. 0-28462. (4) Filed with the Registration Statement on Form S-3, filed December 22, 1998, Commission File No. 333-69477. (5) Filed with the Form 10-KSB Annual Report for the year ended December 31, 1998, Commission File No. 0-28462. 2 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 City of Denver, State of Colorado, on July 15, 1999. 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 William R. Cullen, 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 amendment to the registration statement has been signed below on the 15th day of July, 1999, by the following persons in the capacities indicated: /s/ R. Steven Adams - -------------------- R. Steven Adams, (President, Chief Executive Officer and a Director) /s/ William R. Cullen - --------------------- William R. Cullen (Chief Financial Officer and a Director) /s/ Stuart J. Lucko - ------------------- Stuart J. Lucko (Controller) - ------------------- Robert J. Lewis (Director) /s/ Richard C. Jennewine - -------------------------- Richard C. Jennewine (Director) INDEX TO EXHIBITS 4.1 Specimen form of OSS' Common Stock certificate (2) 4.2 Form of Warrant Agreement dated May 23, 1996 between Corporate Stock Transfer and OSS, including form of Warrant (2) 4.3 Stock Option Plan of 1995 (1) 4.4 Form of Incentive Stock Option Agreement for Stock Option Plan of 1995 (1) 4.5 Form of Nonstatutory Stock Option Agreement for Stock Option Plan of 1995 (1) 4.6 Form of Warrant issued in connection with Sale-Leaseback of Equipment (1) 4.7 Form of Warrant issued in 1996 to private investors (1) 4.8 Specimen of Warrant Certificate--See Exhibit A filed with Exhibit 4.2 4.9 Form of Warrant Agreement issued in 1997 and 1998 to private investors (3) 4.10 Form of Warrant Agreement issued in connection with issuance of Series A Preferred Stock (4) 4.11 Form of Warrant Agreement issued in connection with issuance of Series C Preferred Stock (5) 5.1 Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.* 23.1 Consent of Arthur Andersen LLP* 23.2 Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. (see Exhibit 5.1 to this Registration Statement)* 24 Power of Attorney (see signature page)* - ----------------------------- * 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 the Form 10-KSB Annual Report for the year ended December 31, 1997, Commission File No. 0-28462. (4) Filed with the Registration Statement on Form S-3, filed December 22, 1998, Commission File No. 333-69477. (5) Filed with the Form 10-KSB Annual Report for the year ended December 31, 1998, Commission File No. 0-28462. EX-5.1 2 OPINION OF GRAY, PLANT, MOOTY, MOOTY & BENNETT Exhibit 5.1 [Letterhead of Gray, Plant, Mooty, Mooty & Bennett, P.A.] July 15, 1999 Securities and Exchange Commission 450 Fifth Street N.W. Washington, DC 20549 Re: Online System Services, Inc. Registration Statement on Form S-8 Stock Option Plan of 1995 Dear Sir/Madam: We are counsel for Online System Services, Inc. which has filed a Registration Statement on Form S-8 for the registration of an additional 2,800,000 shares of common stock, no par value per share, issuable under the Online System Services, Inc. Stock Option Plan of 1995 (the "Plan"). In rendering the opinion hereinafter expressed, we have examined such records and documents of the Company and such other documents and records and made such factual investigation as we deemed necessary. From such examination we are of the opinion that: When the shares of common stock, up to a maximum of 2,800,000 shares, are issued and paid for pursuant to the Plan, such shares will be duly and validly authorized and issued and fully paid and nonassessable. We hereby consent to the use of this opinion as an exhibit to such registration statement and to the reference to our name therein. 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 PUBLIC ACCOUNTANTS ----------------------------------------- As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 10, 1999, included in Online System Services, Inc.'s Form 10-KSB for the year ended December 31, 1998 and to all references to our firm included in this Registration Statement on Form S-8. Denver, Colorado July 16, 1999 -----END PRIVACY-ENHANCED MESSAGE-----