<PAGE>

    As filed with the Securities and Exchange Commission on October 26, 1999
                                               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           9,500,000 shares          $18.40625          $174,859,375            $48,610.91

   1999 Employee Stock Purchase Plan
   Common Stock, $0.001 par value             500,000 shares          $18.40625            $9,203,125             $2,558.47
                                                                                                            --------------------
   Aggregate Registration Fee                                                                                    $51,169.38
                                                                                                            --------------------
                                                                                                            --------------------
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

  (1)      This Registration Statement shall also cover any additional shares of
           Common Stock which become issuable under the 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 October 21, 1999, as reported by the Nasdaq National Market.

<PAGE>

                                     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 Registration Statement No. 333-82827 on Form
                  S-1 filed with the SEC on July 14, 1999, together with the
                  amendments thereto on Form S-1/A filed with the SEC on August
                  4, 1999; August 27, 1999; September 7, 1999; September 15,
                  1999; and September 23, 1999, respectively;

         (b)      The Registrant's prospectus filed with the Commission pursuant
                  to Rule 424(b) promulgated under the Securities Act of 1933,
                  as amended (the "1933 Act") filed with the SEC on September
                  24, 1999, in connection with the Registrant's Registration
                  Statement No. 333-82827, in which there is set forth the
                  audited financial statements for the Registrant's fiscal year
                  ended June 30, 1999; and

         (c)      The Registrant's Registration Statement on Form 8-A12G filed
                  with the SEC 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 4.  DESCRIPTION OF SECURITIES

                  Not Applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not Applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Section 145 of the Delaware law empowers a corporation to
indemnify its directors and officers and to purchase insurance with respect to
liability arising out of their capacity or status as directors and officers, but
this statutory provision does not eliminate or limit the liability of a
director:

                  -         for any breach of the director's duty of loyalty to
                            the corporation or its stockholders;

                  -         for acts or omissions not in good faith or which
                            involve intentional misconduct or a knowing
                            violation of law;

                  -         arising under Section 174 of the Delaware law; or


                                      II-1

<PAGE>

                  -         for any transaction from which the director derived
                            an improper personal benefit.

                  The Registrant's certificate of incorporation provides that
directors will not be personally liable to the Registrant or its stockholders
for monetary damages for any breach of fiduciary duty as directors of the
Registrant to the maximum extent permitted by Delaware law.

                  The Delaware law provides further that the indemnification
permitted thereunder shall not be deemed exclusive of any other rights to which
the directors and officers may be entitled under the corporation's bylaws, or by
reason of any agreement, a vote of stockholders or otherwise. The Registrant's
certificate of incorporation provides that the Registrant indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding by reason of the fact that the
person is or was a director or officer, or is or was serving at the Registrant's
request as a director or officer of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses,
judgements, fines and amounts paid in settlement actually and reasonably
incurred by the person in the action, suit or proceeding.

                  The Registrant plans to enter into indemnification agreements
with its directors and its executive officers containing provisions that may
require the Registrant, among other things, to indemnify its directors and
officers against liabilities that may arise by reason of their status or service
as directors or officers other than liabilities arising from willful misconduct
of a culpable nature, to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified, and has obtained
directors' and officers' liability insurance.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Not Applicable.

Item 8.  EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NUMBER        EXHIBIT
--------------        -------
<S>                   <C>
        4             Instruments Defining the Rights of Stockholders. Reference
                      is made to Registrant's Registration Statement No.
                      000-27405 on Form 8-A12G, together with any exhibits
                      thereto, which are incorporated herein by reference
                      pursuant to Item 3(c) to this Registration Statement.
        5             Opinion and consent of Brobeck, Phleger & Harrison LLP.
       23.1           Consent of PricewaterhouseCoopers LLP, Independent Public
                      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.
       99.1           1999 Stock Incentive Plan.
       99.2           1999 Employee Stock Purchase Plan.
       99.3           Form of Enrollment/Change Form.
       99.4           Form of Stock Purchase Agreement.
</TABLE>

Item 9.  UNDERTAKINGS

                  A. The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement: (i) to include any prospectus required
by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the


                                      II-2

<PAGE>

purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the Registrant's 1999
Stock Incentive Plan and Employee Stock Purchase Plan.

                  B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                  C. Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the indemnification provisions summarized in Item 6
or otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.


                                      II-3

<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 25nd day of October, 1999.

                                     NETZERO, INC.


                                     By:   /s/ MARK R. GOLDSTON
                                        --------------------------------------
                                          Mark R. Goldston
                                          Chairman and 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                  October 26, 1999
-------------------------------------      Director (Principal Executive Officer)
Mark. R. Goldston



/s/ CHARLES S. HILLIARD                    Senior Vice President, Finance and Chief               October 26, 1999
-------------------------------------      Financial Officer (Principal Financial and
Charles S. Hilliard                        Accounting Officer)



/s/ RONALD T. BURR                         President and Director                                 October 26, 1999
-------------------------------------
Ronald T. Burr
</TABLE>


                                      II-4

<PAGE>

<TABLE>
<CAPTION>
               SIGNATURE                                       TITLE                                    DATE
-------------------------------------     ---------------------------------------               --------------------
<S>                                       <C>                                                   <C>

/s/ WILLIAM T. GROSS                                         Director                             October 26, 1999
-------------------------------------
William T. Gross



/s/ JAMES T. ARMSTRONG                                       Director                             October 26, 1999
-------------------------------------
James T. Armstrong



/s/ DAVID C. BOHNETT                                         Director                             October 26, 1999
-------------------------------------
David C. Bohnett



/s/ JENNIFER S. FONSTAD                                      Director                             October 26, 1999
-------------------------------------
Jennifer S. Fonstand



/s/ PAUL G. KOONTZ                                           Director                             October 26, 1999
-------------------------------------
Paul G. Koontz
</TABLE>


                                      II-5

<PAGE>

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER    EXHIBIT
--------------    --------
<S>               <C>
        4         Instruments Defining the Rights of Stockholders. Reference is
                  made to Registrant's Registration Statement No. 000-27405 on
                  Form 8-A12G, together with any exhibits thereto, which are
                  incorporated herein by reference pursuant to Item 3(c) to this
                  Registration Statement.
        5         Opinion and consent of Brobeck, Phleger & Harrison LLP.
       23.1       Consent of PricewaterhouseCoopers LLP, Independent Public
                  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.
       99.1       1999 Stock Incentive Plan.
       99.2       1999 Employee Stock Purchase Plan.
       99.3       Form of Enrollment/Change Form.
       99.4       Form of Stock Purchase Agreement.
</TABLE>


<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933



                                  NETZERO, INC.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21296}]
{"company-data": {"conformed-name": "NETZERO INC", "cik": "0001089944", "assigned-sic": "7370", "irs-number": "954644384", "state-of-incorporation": "CA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89705", "film-number": "99734110"}, "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 October 26, 1999
                                               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           9,500,000 shares          $18.40625          $174,859,375            $48,610.91

   1999 Employee Stock Purchase Plan
   Common Stock, $0.001 par value             500,000 shares          $18.40625            $9,203,125             $2,558.47
                                                                                                            --------------------
   Aggregate Registration Fee                                                                                    $51,169.38
                                                                                                            --------------------
                                                                                                            --------------------
-----------------------------------------------------------------------------------------------------------------------------------
(1)      This Registration Statement shall also cover any additional shares of
           Common Stock which become issuable under the 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 October 21, 1999, as reported by the Nasdaq National Market.
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 Registration Statement No. 333-82827 on Form
                  S-1 filed with the SEC on July 14, 1999, together with the
                  amendments thereto on Form S-1/A filed with the SEC on August
                  4, 1999; August 27, 1999; September 7, 1999; September 15,
                  1999; and September 23, 1999, respectively;

         (b)      The Registrant's prospectus filed with the Commission pursuant
                  to Rule 424(b) promulgated under the Securities Act of 1933,
                  as amended (the "1933 Act") filed with the SEC on September
                  24, 1999, in connection with the Registrant's Registration
                  Statement No. 333-82827, in which there is set forth the
                  audited financial statements for the Registrant's fiscal year
                  ended June 30, 1999; and

         (c)      The Registrant's Registration Statement on Form 8-A12G filed
                  with the SEC 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 4.  DESCRIPTION OF SECURITIES

                  Not Applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not Applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Section 145 of the Delaware law empowers a corporation to
indemnify its directors and officers and to purchase insurance with respect to
liability arising out of their capacity or status as directors and officers, but
this statutory provision does not eliminate or limit the liability of a
director:

                  -         for any breach of the director's duty of loyalty to
                            the corporation or its stockholders;

                  -         for acts or omissions not in good faith or which
                            involve intentional misconduct or a knowing
                            violation of law;

                  -         arising under Section 174 of the Delaware law; or

                                      II-1
-         for any transaction from which the director derived
                            an improper personal benefit.

                  The Registrant's certificate of incorporation provides that
directors will not be personally liable to the Registrant or its stockholders
for monetary damages for any breach of fiduciary duty as directors of the
Registrant to the maximum extent permitted by Delaware law.

                  The Delaware law provides further that the indemnification
permitted thereunder shall not be deemed exclusive of any other rights to which
the directors and officers may be entitled under the corporation's bylaws, or by
reason of any agreement, a vote of stockholders or otherwise. The Registrant's
certificate of incorporation provides that the Registrant indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding by reason of the fact that the
person is or was a director or officer, or is or was serving at the Registrant's
request as a director or officer of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses,
judgements, fines and amounts paid in settlement actually and reasonably
incurred by the person in the action, suit or proceeding.

                  The Registrant plans to enter into indemnification agreements
with its directors and its executive officers containing provisions that may
require the Registrant, among other things, to indemnify its directors and
officers against liabilities that may arise by reason of their status or service
as directors or officers other than liabilities arising from willful misconduct
of a culpable nature, to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified, and has obtained
directors' and officers' liability insurance.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Not Applicable.

Item 8.  EXHIBITS
EXHIBIT NUMBER        EXHIBIT
--------------        -------
4             Instruments Defining the Rights of Stockholders. Reference
                      is made to Registrant's Registration Statement No.
                      000-27405 on Form 8-A12G, together with any exhibits
                      thereto, which are incorporated herein by reference
                      pursuant to Item 3(c) to this Registration Statement.
        5             Opinion and consent of Brobeck, Phleger & Harrison LLP.
       23.1           Consent of PricewaterhouseCoopers LLP, Independent Public
                      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.
       99.1           1999 Stock Incentive Plan.
       99.2           1999 Employee Stock Purchase Plan.
       99.3           Form of Enrollment/Change Form.
       99.4           Form of Stock Purchase Agreement.
Item 9.  UNDERTAKINGS

                  A. The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement: (i) to include any prospectus required
by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the

                                      II-2
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the Registrant's 1999
Stock Incentive Plan and Employee Stock Purchase Plan.

                  B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                  C. Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the indemnification provisions summarized in Item 6
or otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

                                      II-3
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 25nd day of October, 1999.

                                     NETZERO, INC.

                                     By:   /s/ MARK R. GOLDSTON
                                        --------------------------------------
                                          Mark R. Goldston
                                          Chairman and 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                  October 26, 1999
-------------------------------------      Director (Principal Executive Officer)
Mark. R. Goldston

/s/ CHARLES S. HILLIARD                    Senior Vice President, Finance and Chief               October 26, 1999
-------------------------------------      Financial Officer (Principal Financial and
Charles S. Hilliard                        Accounting Officer)

/s/ RONALD T. BURR                         President and Director                                 October 26, 1999
-------------------------------------
Ronald T. Burr
II-4
SIGNATURE                                       TITLE                                    DATE
-------------------------------------     ---------------------------------------               --------------------
/s/ WILLIAM T. GROSS                                         Director                             October 26, 1999
-------------------------------------
William T. Gross

/s/ JAMES T. ARMSTRONG                                       Director                             October 26, 1999
-------------------------------------
James T. Armstrong

/s/ DAVID C. BOHNETT                                         Director                             October 26, 1999
-------------------------------------
David C. Bohnett

/s/ JENNIFER S. FONSTAD                                      Director                             October 26, 1999
-------------------------------------
Jennifer S. Fonstand

/s/ PAUL G. KOONTZ                                           Director                             October 26, 1999
-------------------------------------
Paul G. Koontz
II-5
EXHIBIT INDEX
EXHIBIT NUMBER    EXHIBIT
--------------    --------
4         Instruments Defining the Rights of Stockholders. Reference is
                  made to Registrant's Registration Statement No. 000-27405 on
                  Form 8-A12G, together with any exhibits thereto, which are
                  incorporated herein by reference pursuant to Item 3(c) to this
                  Registration Statement.
        5         Opinion and consent of Brobeck, Phleger & Harrison LLP.
       23.1       Consent of PricewaterhouseCoopers LLP, Independent Public
                  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.
       99.1       1999 Stock Incentive Plan.
       99.2       1999 Employee Stock Purchase Plan.
       99.3       Form of Enrollment/Change Form.
       99.4       Form of Stock Purchase Agreement.
SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                                  NETZERO, INC.