ITEM 1. BUSINESS.
The information set forth under the caption "NetZero's Business" on pages 99 - 109 of the Proxy Statement/Prospectus is incorporated herein by this reference.
ITEM 2.
ITEM 2. PROPERTIES.
The information set forth under the caption "NetZero's Business-Facilities" on page 110 of the Proxy Statement/Prospectus is incorporated herein by this reference.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
The information set forth under the caption "NetZero's Business-Legal Proceedings" on pages 110 - 111 of the Proxy Statement/Prospectus is incorporated herein by this reference.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of NetZero's security holders during the quarter ended June 30, 2001.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Price Range for NetZero Common Stock
NetZero has been quoted on the Nasdaq National Market under the symbol "NZRO" since September 23, 1999. The following table sets forth the high and low closing sales prices per share of common stock:
On September 21, 2001, the last reported sales price of NetZero common stock was $0.38 and there were 659 stockholders of record.
Dividend Policy
The information set forth under the caption "NetZero's Business-Dividend Policy" on page 111 of the Proxy Statement/Prospectus is incorporated herein by this reference.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
The information set forth under the captions "NetZero's Selected Financial Data" on page 65 and "NetZero's Selected Financial Data-Significant Trends" on page 66 of the Proxy Statement/Prospectus is incorporated herein by this reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The information set forth under the caption "NetZero's Management's Discussion and Analysis of Financial Condition and Results of Operations" on pages 67 - 80 of the Proxy Statement/Prospectus is incorporated herein by this reference. The information set forth under the caption "Risk Factors" on pages 12 - 25 of the Proxy Statement/Prospectus is also incorporated herein by this reference; such information sets forth the risks of the combined businesses of NetZero and Juno Online Services, Inc. ("Juno") after the close of the merger agreement by and among NetZero, Juno, United Online, Inc., NZ Acquisition Corp. and JO Acquisition Corp. which closed on September 25, 2001 immediately prior to the filing of this report on Form 10-K.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The information set forth under the caption "NetZero's Management's Discussion and Analysis of Financial Condition and Results of Operations-Quantitative and Qualitative Disclosure About Market Risk" on page 80 of the Proxy Statement/Prospectus is incorporated herein by this reference.
ITEM 8.
Item 8 of this form is listed in Item 14(a)(2) of this Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Westlake Village, State of California, on September 25, 2001. NETZERO, INC.
NETZERO, INC.
By:
/s/ MARK R. GOLDSTON Mark R. Goldston
Chairman of the Board, Chief Executive Officer and President
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark R. Goldston, Frederic A. Randall, Jr. and Charles S. Hilliard, as his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendment to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated:
Name
Title
Date
/s/ MARK R. GOLDSTON Mark R. Goldston
Chairman, Chief Executive Officer and President (Principal Executive Officer)
September 25, 2001
/s/ CHARLES S. HILLIARD Charles S. Hilliard
Senior Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer)
September 25, 2001
/s/ JAMES T. ARMSTRONG James T. Armstrong
Director
September 25, 2001
/s/ ROBERT BERGLASS Robert Berglass
Director
September 25, 2001
/s/ JENNIFER S. FONSTAD Jennifer S. Fonstad
Director
September 25, 2001
/s/ DENNIS HOLT Dennis Holt
Director
September 25, 2001
FORM 10-K
NETZERO, INC. FORM 10-K ANNUAL REPORT TABLE OF CONTENTS
PART I
ITEM 1. BUSINESS.
ITEM 2. PROPERTIES.
ITEM 3. LEGAL PROCEEDINGS.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
ITEM 6. SELECTED FINANCIAL DATA.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
SIGNATURES