<PAGE>



    As filed with the Securities and Exchange Commission on February 15, 2001
                                               Registration No. 333-____________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                ---------------

                                  NETZERO, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                          95-4644384
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)

                               2555 TOWNSGATE ROAD
                       WESTLAKE VILLAGE, CALIFORNIA 91361
               (Address of principal executive offices) (Zip Code)

                                ---------------

                            1999 STOCK INCENTIVE PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

                                ---------------

                                MARK R. GOLDSTON
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                                  NETZERO, INC.
                               2555 TOWNSGATE ROAD
                       WESTLAKE VILLAGE, CALIFORNIA 91361
                     (Name and address of agent for service)
                                 (805) 418-2000
          (Telephone number, including area code, of agent for service)

                                ---------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================

                                                                    Proposed              Proposed
        Title of Securities to be            Amount to be       Maximum Offering      Maximum Aggregate         Amount of
              Registered                     Registered(1)      Price per Share(2)    Offering Price(2)      Registration Fee
   ---------------------------------       -----------------   -------------------   -------------------     ----------------
  <S>                                     <C>                 <C>                   <C>                    <C>
   1999 STOCK INCENTIVE PLAN
   Common Stock, $0.001 par value           3,757,563 shares          $0.98435           $3,698,757.14            $924.69

   1999 EMPLOYEE STOCK PURCHASE PLAN
   Common Stock, $0.001 par value           1,878,781 shares          $0.98435           $1,849,378.08            $462.35
                                            ----------------                                                 -----------------
   Aggregate Registration Fee               5,636,344 Shares                                                     $1,387.04
                                            ================                                                 =================
==============================================================================================================================
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the 1999 Employee Stock Purchase
     Plan or the 1999 Stock Incentive Plan by reason of any stock dividend,
     stock split, recapitalization or other similar transaction effected without
     the Registrant's receipt of consideration which results in an increase in
     the number of the outstanding shares of Registrant's Common Stock.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and low selling prices per share of Registrant's Common Stock on February
     13, 2001, as reported by the Nasdaq National Market.


<PAGE>

     This Registration Statement on Form S-8 registers the offer and sale of an
additional 5,636,344 shares of Common Stock of NetZero, Inc. (the "Registrant")
for issuance under the 1999 Stock Incentive Plan and the 1999 Employee Stock
Purchase Plan (together with the 1999 Stock Incentive Plan, the "Plans"). The
contents of the prior Registration Statements relating to the Plans, File Nos.
333-89705 and 333-42084, are incorporated herein by reference.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

          NetZero, Inc. (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission"):

     (a)  The Registrant's Annual Report on Form 10-K filed with the Commission
          on September 18, 2000 for the fiscal year ended June 30, 2000;

     (b)  The Registrant's Quarterly Reports on Form 10-Q filed with the
          Commission on November 14, 2000 and February 14, 2001, for the fiscal
          periods ended September 30, 2000 and December 31, 2000, respectively;

     (c)  The Registrant's Registration Statement on Form 8-A12G filed with the
          Commission on September 21, 1999, in which are described the terms,
          rights and provisions applicable to the Registrant's outstanding
          Common Stock.

          All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which de-registers all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 8. EXHIBITS

<TABLE>
<CAPTION>

EXHIBIT NUMBER        EXHIBIT
<S>                 <C>
      5               Opinion and consent of Brobeck, Phleger & Harrison LLP.
     23.1             Consent of PricewaterhouseCoopers LLP, Independent
                      Accountants.
     23.2             Consent of Brobeck, Phleger & Harrison LLP is contained in
                      Exhibit 5.
     24               Power of Attorney. Reference is made to page II-4 of this
                      Registration Statement.

</TABLE>

                                      II-1
<PAGE>


                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Westlake Village, State of California
on this 15th day of February, 2001.

                                  NETZERO, INC.


                                  By:   /s/ MARK R. GOLDSTON
                                     -----------------------------------------
                                     Mark R. Goldston
                                     Chief Executive Officer


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

          That the undersigned officers and directors of NetZero, Inc., a
Delaware corporation, do hereby constitute and appoint Mark. R. Goldston and
Charles S. Hilliard and each of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

          IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

       SIGNATURE                                       TITLE                                      DATE
--------------------------------------     --------------------------------------          ------------------
<S>                                       <C>                                            <C>
/s/ MARK R. GOLDSTON                       Chairman, Chief Executive Officer and           February 15, 2001
---------------------------------------    Director (Principal Executive Officer)
Mark. R. Goldston


/s/ CHARLES S. HILLIARD                    Senior Vice President, Finance and Chief        February 15, 2001
-------------------------------------      Financial Officer (Principal Financial and
Charles S. Hilliard                        Accounting Officer)



/s/ RONALD T. BURR                         President and Director                          February 15, 2001
-------------------------------------
Ronald T. Burr

</TABLE>


                                      II-2
<PAGE>

<TABLE>
<CAPTION>

       SIGNATURE                                       TITLE                                      DATE
--------------------------------------     --------------------------------------          ------------------
<S>                                       <C>                                            <C>
/s/ JAMES T. ARMSTRONG                                       Director                      February 15, 2001
-------------------------------------
James T. Armstrong


                                                             Director                      February __, 2001
-------------------------------------
Robert Berglass


                                                             Director                      February __, 2001
-------------------------------------
Jennifer S. Fonstad


/s/ DENNIS HOLT                                              Director                      February 15, 2001
-------------------------------------
Dennis Holt

</TABLE>


                                      II-3
<PAGE>


                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

EXHIBIT NUMBER        EXHIBIT
<S>                  <C>
     5                Opinion and consent of Brobeck, Phleger & Harrison LLP.
    23.1              Consent of PricewaterhouseCoopers LLP, Independent
                      Accountants.
    23.2              Consent of Brobeck, Phleger & Harrison LLP is contained in
                      Exhibit 5.
    24                Power of Attorney. Reference is made to page II-4 of this
                      Registration Statement.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "a2039120zs-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 12636}]
{"company-data": {"conformed-name": "NETZERO INC", "cik": "0001089944", "assigned-sic": "7370", "irs-number": "954644384", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55704", "film-number": "1548019"}, "business-address": {"street1": "2555 TOWNSLATE RD", "city": "WESTLAKE VILLAGE", "state": "CA", "zip": "91361-2650", "phone": "8054182000"}, "mail-address": {"street1": "NETZERO INC", "street2": "2555 TOWNSGATE RD", "city": "WESTLAKE VILLAGE", "state": "CA", "zip": "91361-2650"}}
As filed with the Securities and Exchange Commission on February 15, 2001
                                               Registration No. 333-____________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                ---------------

                                  NETZERO, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                          95-4644384
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)

                               2555 TOWNSGATE ROAD
                       WESTLAKE VILLAGE, CALIFORNIA 91361
               (Address of principal executive offices) (Zip Code)

                                ---------------

                            1999 STOCK INCENTIVE PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

                                ---------------

                                MARK R. GOLDSTON
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                                  NETZERO, INC.
                               2555 TOWNSGATE ROAD
                       WESTLAKE VILLAGE, CALIFORNIA 91361
                     (Name and address of agent for service)
                                 (805) 418-2000
          (Telephone number, including area code, of agent for service)

                                ---------------

                         CALCULATION OF REGISTRATION FEE
==============================================================================================================================

                                                                    Proposed              Proposed
        Title of Securities to be            Amount to be       Maximum Offering      Maximum Aggregate         Amount of
              Registered                     Registered(1)      Price per Share(2)    Offering Price(2)      Registration Fee
   ---------------------------------       -----------------   -------------------   -------------------     ----------------
1999 STOCK INCENTIVE PLAN
   Common Stock, $0.001 par value           3,757,563 shares          $0.98435           $3,698,757.14            $924.69

   1999 EMPLOYEE STOCK PURCHASE PLAN
   Common Stock, $0.001 par value           1,878,781 shares          $0.98435           $1,849,378.08            $462.35
                                            ----------------                                                 -----------------
   Aggregate Registration Fee               5,636,344 Shares                                                     $1,387.04
                                            ================                                                 =================
==============================================================================================================================
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the 1999 Employee Stock Purchase
     Plan or the 1999 Stock Incentive Plan by reason of any stock dividend,
     stock split, recapitalization or other similar transaction effected without
     the Registrant's receipt of consideration which results in an increase in
     the number of the outstanding shares of Registrant's Common Stock.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and low selling prices per share of Registrant's Common Stock on February
     13, 2001, as reported by the Nasdaq National Market.
This Registration Statement on Form S-8 registers the offer and sale of an
additional 5,636,344 shares of Common Stock of NetZero, Inc. (the "Registrant")
for issuance under the 1999 Stock Incentive Plan and the 1999 Employee Stock
Purchase Plan (together with the 1999 Stock Incentive Plan, the "Plans"). The
contents of the prior Registration Statements relating to the Plans, File Nos.
333-89705 and 333-42084, are incorporated herein by reference.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

          NetZero, Inc. (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission"):

     (a)  The Registrant's Annual Report on Form 10-K filed with the Commission
          on September 18, 2000 for the fiscal year ended June 30, 2000;

     (b)  The Registrant's Quarterly Reports on Form 10-Q filed with the
          Commission on November 14, 2000 and February 14, 2001, for the fiscal
          periods ended September 30, 2000 and December 31, 2000, respectively;

     (c)  The Registrant's Registration Statement on Form 8-A12G filed with the
          Commission on September 21, 1999, in which are described the terms,
          rights and provisions applicable to the Registrant's outstanding
          Common Stock.

          All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which de-registers all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 8. EXHIBITS
EXHIBIT NUMBER        EXHIBIT
5               Opinion and consent of Brobeck, Phleger & Harrison LLP.
     23.1             Consent of PricewaterhouseCoopers LLP, Independent
                      Accountants.
     23.2             Consent of Brobeck, Phleger & Harrison LLP is contained in
                      Exhibit 5.
     24               Power of Attorney. Reference is made to page II-4 of this
                      Registration Statement.
II-1
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Westlake Village, State of California
on this 15th day of February, 2001.

                                  NETZERO, INC.

                                  By:   /s/ MARK R. GOLDSTON
                                     -----------------------------------------
                                     Mark R. Goldston
                                     Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

          That the undersigned officers and directors of NetZero, Inc., a
Delaware corporation, do hereby constitute and appoint Mark. R. Goldston and
Charles S. Hilliard and each of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

          IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE                                       TITLE                                      DATE
--------------------------------------     --------------------------------------          ------------------
/s/ MARK R. GOLDSTON                       Chairman, Chief Executive Officer and           February 15, 2001
---------------------------------------    Director (Principal Executive Officer)
Mark. R. Goldston

/s/ CHARLES S. HILLIARD                    Senior Vice President, Finance and Chief        February 15, 2001
-------------------------------------      Financial Officer (Principal Financial and
Charles S. Hilliard                        Accounting Officer)

/s/ RONALD T. BURR                         President and Director                          February 15, 2001
-------------------------------------
Ronald T. Burr
II-2
SIGNATURE                                       TITLE                                      DATE
--------------------------------------     --------------------------------------          ------------------
/s/ JAMES T. ARMSTRONG                                       Director                      February 15, 2001
-------------------------------------
James T. Armstrong

                                                             Director                      February __, 2001
-------------------------------------
Robert Berglass

                                                             Director                      February __, 2001
-------------------------------------
Jennifer S. Fonstad

/s/ DENNIS HOLT                                              Director                      February 15, 2001
-------------------------------------
Dennis Holt
II-3
EXHIBIT INDEX
EXHIBIT NUMBER        EXHIBIT
5                Opinion and consent of Brobeck, Phleger & Harrison LLP.
    23.1              Consent of PricewaterhouseCoopers LLP, Independent
                      Accountants.
    23.2              Consent of Brobeck, Phleger & Harrison LLP is contained in
                      Exhibit 5.
    24                Power of Attorney. Reference is made to page II-4 of this
                      Registration Statement.