-----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, GU96TM2s3sAihK7tcBX9gaV5k5D1aq0GnhHsvHeJvAIiiFQKj+U71fcT2ebJJrQw ohTogjBT1X9GxTL3iCTljA== 0000912057-01-005899.txt : 20010223 0000912057-01-005899.hdr.sgml : 20010223 ACCESSION NUMBER: 0000912057-01-005899 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JUNO ONLINE SERVICES INC CENTRAL INDEX KEY: 0001018035 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 133914547 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-50760 FILM NUMBER: 1546066 BUSINESS ADDRESS: STREET 1: 1540 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2125979000 MAIL ADDRESS: STREET 1: JUNO ONLINE SERVICES INC STREET 2: 120 WEST 45TH ST CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: JUNO ONLINE SERVICES L P DATE OF NAME CHANGE: 19990210 424B3 1 a2039072z424b3.txt 424B3 PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3) (TO PROSPECTUS DATED FEBRUARY 13, 2001) Registration No: 333-50760 10,000,000 SHARES JUNO ONLINE SERVICES, INC. COMMON STOCK ---------------------------------------------------------- The purpose of this prospectus supplement is to provide supplemental information regarding Juno Online Services, Inc. in connection with the offering of shares of its common stock by The Kingston Limited Partnership as described in Juno's prospectus dated February 13, 2001. You should read this prospectus supplement and the related prospectus carefully before you invest. Both documents contain information you should consider when making your investment decision. ----------------------------------------------------------- On February 7, 2001, Juno Online Services, Inc. delivered a drawdown notice to The Kingston Limited Partnership in accordance with the terms of the common stock investment agreement to which each of Juno and Kingston is a party and, as a result, a purchase period commenced on February 8, 2001 and is expected to terminate on March 12, 2001. On February 14, 2001, Kingston and Juno agreed to a mutual waiver under the common stock investment agreement. The mutual waiver will be effective only for purchases and sales occurring during the portion of the current purchase period on or after February 15, 2001. Pursuant to the mutual waiver, Juno and Kingston have agreed that, notwithstanding any provision of the common stock investment agreement, the floor price and the company designated minimum price for the current purchase period will be equal to $1.50. As a result of this mutual waiver, sales to Kingston under the common stock investment agreement during the portion of this purchase period on or after February 15, 2001 may occur at prices as low as $1.50 per share. Accordingly, during this purchase period, Kingston will generally not be required to purchase shares of our common stock on a given day if our volume-weighted average stock price during such day is less than $1.60 per share. Absent the mutual waiver, Kingston would not be obligated to purchase shares of our common stock on trading days during which our volume-weighted average stock price were less than $2.66 per share. ----------------------------------------------------------- THE DATE OF THIS PROSPECTUS SUPPLEMENT IS FEBRUARY 14, 2001. -----END PRIVACY-ENHANCED MESSAGE-----