At Home Corp SEC Form S-3 Filed July 23, 2001 Last Updated February 2, 2020 at 9:57 PM ST

Back to At Home Corp
Tags No tags have been applied so far. Sign in to add some.

Submission Parts

Sequence Document Type File Name Description
1 SEC Form FORM S-3
2 SEC Form OPINION OF FENWICK |||AND||| WEST LLP

FORM S-3

<PAGE>

     As filed with the Securities and Exchange Commission on July 23, 2001
                                                     Registration No. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                   FORM S-3
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

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

                              AT HOME CORPORATION
          (Exact name of the Registrant as specified in its charter)

<TABLE>
<S>                                              <C>
                    Delaware                                        77-0408542
        (State or other jurisdiction of                          (I.R.S. employer
         incorporation or organization)                        identification no.)
</TABLE>

                              450 Broadway Street
                        Redwood City, California 94063
                                (650) 556-5000
(Address and telephone number of the Registrant's principal executive offices)

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

                               Mark A. McEachen
             Executive Vice President and Chief Financial Officer
                              At Home Corporation
                              450 Broadway Street
                        Redwood City, California 94063
                                (650) 556-5000
  (Name, address and telephone number of the Registrant's agent for service)

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

                                  Copies to:
                           Gordon K. Davidson, Esq.
                             Thomas J. Hall, Esq.
                           Douglas A. Stewart, Esq.
                              Fenwick & West LLP
                             Two Palo Alto Square
                          Palo Alto, California 94306
                                (650) 494-0600

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

       Approximate date of commencement of proposed sale to the public:
    From time to time after this registration statement becomes effective.

   If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]

   If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]

   If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

   If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

   If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

                                                       (continued on next page)

   The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant
files a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to Section 8(a), may determine.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

                        CALCULATION OF REGISTRATION FEE
<TABLE>
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
<CAPTION>
                                                  Proposed         Proposed
                                   Amounts to Maximum Offering Maximum Aggregate  Amount of
Title of Each Class of Shares to       be      Price per Unit   Offering Price   Registration
          be Registered            Registered       (1)               (1)            Fee
- ---------------------------------------------------------------------------------------------
<S>                                <C>        <C>              <C>               <C>
Series A common stock, $0.01 par
 value per share (2)............    1,869,286      $2.115        $  3,953,540      $   989
- ---------------------------------------------------------------------------------------------
Series A common stock, $0.01 par
 value per share (3)............   50,000,000      $2.115        $105,750,000      $26,438
- ---------------------------------------------------------------------------------------------
  Total.........................   51,869,286      $2.115        $109,703,540      $27,427
- ---------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
     based upon the average of the high and low prices of the Registrant's
     Series A common stock as reported by the Nasdaq National Market on July
     17, 2001.

(2)  Represents shares issued in connection with the Registrant's acquisitions
     of DataInsight, Inc., Join Systems, Inc. and Kendara, Inc.

(3)  Represents shares of Series A common stock currently issuable or that may
     become issuable upon conversion of the convertible notes sold to certain
     investors pursuant to a Securities Purchase Agreement dated June 8, 2001,
     plus an indeterminate number of shares that may be issued as the result of
     any stock split, stock dividend, recapitalization, exchange or similar
     transaction pursuant to Rule 416 of the Securities Act of 1933, as
     amended.
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE    +
+SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION     +
+STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.     +
+THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT        +
+SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR   +
+SALE IS NOT PERMITTED.                                                        +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                  (Subject to completion dated July 23, 2001)

PROSPECTUS

                             [LOGO OF EXCITE@HOME]

                              At Home Corporation

                   51,869,286 Shares of Series A Common Stock

                                  -----------

Excite@Home's Series A common stock trades on the Nasdaq National Market.
Last reported sale price on July 20, 2001: $2.28 per share.
Trading Symbol: ATHM

                                  -----------

                                  THE OFFERING

  With this prospectus, the selling stockholders named in the section entitled
"Selling Stockholders" of this prospectus may offer and sell shares of our
Series A common stock (1) issuable upon conversion of the convertible notes
issued pursuant to a Securities Purchase Agreement dated June 8, 2001; or (2)
that they acquired in connection with our acquisitions of DataInsight, Inc.,
Join Systems, Inc. or Kendara, Inc.

                                  -----------

  Investing in our Series A common stock involves a high degree of risk. Please
carefully consider the "Risk Factors" beginning on page 4 of this prospectus.

  Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.

                 The date of this prospectus is July    , 2001.
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                          <C>
Forward-Looking Statements..................................................   2
Prospectus Summary..........................................................   3
Risk Factors................................................................   4
Use of Proceeds.............................................................  20
Dividend Policy.............................................................  20
</TABLE>
<TABLE>
<S>                                                                          <C>
Selling Stockholders........................................................  21
Plan of Distribution........................................................  23
Description of Securities...................................................  26
Legal Matters...............................................................  29
Where You Can Find More Information.........................................  29
</TABLE>

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

   Unless the context otherwise requires, the terms "we," "us," "our" and
Excite@Home refer to At Home Corporation, a Delaware corporation. @Home,
Excite, Excite@Home, Excite Network, MatchLogic and the @ball logo are our
trademarks and are registered in certain jurisdictions. Other trademarks and
tradenames appearing in this prospectus are the property of their respective
holders.

                           FORWARD-LOOKING STATEMENTS

   Throughout this prospectus, you will find forward-looking statements that
are subject to the safe harbors created by the Securities Act of 1933 and the
Securities Exchange Act of 1934. These statements relate to, among other
things, our future financial position and operating results, our expected
capital requirements, our business strategy, and forecasted trends relating to
our services or the markets in which we operate, both domestically and
internationally. Forward-looking statements in this prospectus are typically
identified by words such as "believe," "anticipate," "expect," "intend," "will"
and "may" and other similar expressions. In addition, any statements that refer
to expectations, projections or other characterizations of future events or
circumstances are forward-looking statements. We cannot guarantee future
results, performance or achievements or that predictions or current
expectations will be accurate. These statements involve risks and
uncertainties, and our actual results could difficult materially from those
anticipated in these forward-looking statements as a result of various factors,
including those we discuss in the section entitled "Risk Factors." Please also
refer to our recent filings with the Securities and Exchange Commission. We
assume no obligation to update the information in this prospectus if any
forward-looking statement later turns out to be inaccurate.
<PAGE>

                               PROSPECTUS SUMMARY

   This summary highlights information contained elsewhere in this prospectus.
This summary is not complete and does not contain all of the information you
should consider before buying shares in this offering. You should read the
entire prospectus carefully.

   We are a leading global provider of broadband network and media services.
These services include the @Home service, the @Work service, media and
advertising services provided by Excite and MatchLogic, and international
services. The @Home service is a residential high-speed Internet service
delivered, with the assistance of our cable partners, to approximately 3.2
million subscribers worldwide, including approximately 2.9 million subscribers
in North America as of March 31, 2001. We have arrangements with our cable
partners, which include AT&T, Comcast, Cox, Shaw, Rogers and many others, to
provide the @Home service to 64 million homes worldwide, of which approximately
38 million homes were upgraded for two-way data traffic and therefore capable
of receiving the @Home service as of March 31, 2001. Our @Work service provides
approximately 11,800 small and medium-sized enterprises as of March 31, 2001
with telecommunication lines such as cable and T1 and several content delivery
networks with very high-speed data lines such as OC-3. Excite provides
advertising and media services on the Excite Network, including narrowband and
broadband content offerings such as the Excite portal, the @Home 2000 services
offering our personalized Excite content to our broadband subscribers, the
Bluemountain.com electronic greeting card service and the Webshots web site
offering online digital photos. MatchLogic provides targeted advertising and
data marketing services. International services include international versions
of the Excite portal and the @Home high-speed Internet service.

   At Home Corporation was incorporated under the laws of Delaware in March
1995. We began doing business under the name Excite@Home following the
completion of our acquisition of Excite, Inc. in May 1999, although our
corporate name remains At Home Corporation. Our principal executive offices are
located at 450 Broadway Street, Redwood City, California 94063. The primary
telephone number for our principal executive offices is (650) 556-5000.

                                  THE OFFERING

   A total of 51,869,286 shares may be offered with this prospectus by former
shareholders of DataInsight, Inc., Join Systems, Inc. and Kendara, Inc. and by
holders of the convertible notes sold pursuant to a Securities Purchase
Agreement dated June 8, 2001. These shares may be offered on a continuous basis
under Rule 415 of the Securities Act.

<TABLE>
   <S>                                        <C>
   Series A common stock that may be offered
    by former stockholders of DataInsight,
    Join Systems and Kendara................. 1,869,286 shares
   Series A common stock that may be offered
    by holders of the convertible notes...... 50,000,000 shares
   Series A common stock to be outstanding
    after this offering...................... 374,045,220 shares*
   Use of proceeds........................... We will not receive any proceeds.
</TABLE>
- --------
*  Based on the number of shares outstanding as of June 30, 2001. This number
   includes 22,827,924 shares currently issuable to the holders of convertible
   notes sold pursuant to a Securities Purchase Agreement dated June 8, 2001.
   On the basis of assumptions that reflect recent trading prices, we are
   registering an additional 27,172,076 shares with this prospectus that may
   become issuable in the future under the terms of the convertible notes.

                                       3
<PAGE>

                                  RISK FACTORS

   You should carefully consider the risks below before making an investment
decision. The risks described below are not the only ones facing our company.
Additional risks not presently known to us, or that we currently deem
immaterial, may also impair our business operations. Our business, financial
condition or results of operations could be seriously harmed by any of these
risks. The trading price of our Series A common stock could decline due to any
of these risks, and you may lose all or part of your investment.

Risks Related to Our Business Generally

 We will need financing to support our operations in the future, and financing
 may not be available to us on favorable terms or at all.

   Despite our recent convertible note financing and our recently announced
backbone capacity agreement with AT&T, we will need to raise additional funds
before the end of 2001 to support our business operations. If we are
unsuccessful at raising sufficient funds, this could have a material adverse
impact on our operations and liquidity. Potential sources of additional funds
may include sales of certain of our media operations or financing transactions.
We are also exploring other potential cost-cutting measures. Financing
transactions may include the issuance of equity or debt securities, obtaining
credit facilities, or other financing mechanisms. Even if we are able to raise
the funds required, it is possible that we could incur unexpected costs and
expenses, fail to collect significant amounts owed to us, or experience
unexpected cash requirements that would force us to seek alternative financing.
We may also need additional cash in the future to support our investment in the
enhancement and expansion of our network.

   The trading price of our Series A common stock and the downturn in the U.S.
stock and debt markets, as well as our existing debt leverage, could make it
more difficult for us to obtain financing through the issuance of equity or
debt securities in the future. We currently do not have any commitments for
additional financing and we cannot be certain that additional financing will be
available, when and to the extent required, or on desirable terms. We also
cannot guarantee that we will be successful in finding buyers for our media
operations. If we do not raise sufficient funds, we also may not be able to
fund expansion, take advantage of future opportunities, meet our existing debt
obligations or respond to competitive pressures or unanticipated requirements.
Further, if we issue additional equity or debt securities, stockholders may
experience additional dilution or the new equity securities may have rights,
preferences or privileges senior to those of existing holders of our Series A
common stock.

 Our operating results may fluctuate.

   Our operating results may fluctuate significantly in the future as a result
of a variety of factors, many of which are outside of our control. These
factors include, but are not limited to, the following:

  .  subscriber growth rates and prices charged by our cable partners;

  .  changes in the technological, competitive and legal landscape of the
     broadband industry, and the continuation of our relationships with our
     cable partners, particularly Comcast and Cox;

  .  our ability to find buyers for certain business units within our media
     operations, or alternatively to streamline and integrate these
     operations into our core business and reduce expenses, in a timely
     manner;

  .  whether we are able to sustain network performance at or above levels
     required by our agreements with our cable partners and demanded by
     subscribers to the @Home service;

  .  general economic conditions;

  .  the introduction of new products or services by us or our competitors,
     and the integration of new services and features with existing services,
     such as self-installation kits for the @Home service;

  .  the amount and timing of capital expenditures and other costs relating
     to the expansion of our operations;

                                       4
<PAGE>

  .  demand for Internet advertising, including pricing changes for Internet-
     based advertising, changes in the mix of types of advertising we sell
     and the addition or loss of advertisers;

  .  the timely payment of amounts owed to us under our agreements; and

  .  charges to earnings for workforce reductions, and potential additional
     write-downs related to impairment of assets including goodwill and other
     intangible assets related to our acquisitions.

   In addition, our advertising revenue is subject to seasonal fluctuations.
Historically, advertisers spend less in the first and third calendar quarters,
and user traffic for our narrowband services has historically been lower
during the summer and during year-end vacation and holiday periods.

   Our expense levels are based in part on expectations of future revenue and,
to a large extent, are fixed. We may be unable to identify and react in a
timely manner to rapidly changing business conditions and therefore may not
adjust our operating plan or spending quickly enough to compensate for an
unexpected revenue or cash shortfall. Due to all of the foregoing factors and
the other risks described in this section, you should not rely on period-to-
period comparisons of our results of operations as an indication of future
performance. It is possible that in some future periods our results of
operations may be below the expectations of public market analysts and
investors. In this event, the trading price of our Series A common stock may
fall.

 General economic conditions may prevent us from meeting our subscriber
 forecasts and targeted subscriber and advertising revenues.

   Decisions by consumers and our business customers to subscribe to our
broadband services are to some extent discretionary. The slowdown in the U.S.
economy may cause consumers and business customers to defer decisions to open
new subscriptions to our broadband services, or could lead our cable partners
to reduce their investments in upgrading their cable infrastructure to support
our broadband services and in marketing to attract new subscribers. In
addition, we expect our advertising revenues to continue to decrease due to
weak demand for Internet advertising. As a result, there is continued
uncertainty with respect to our targeted revenues for the remainder of 2001,
and any unexpected decrease in demand for our broadband and advertising
services could have a material adverse effect on our revenues and operating
results. If our revenues were to decrease significantly and we were unable to
adjust our level of operations or reduce our spending in a timely manner, our
operating results would be materially harmed.

 In light of our financial condition, our business partners may terminate
 their relationships with us or seek to make the terms of their relationship
 with us less favorable, which could impact our ability to conduct our
 business.

   We have agreements and relationships with many third parties, including
equipment suppliers, network engineering, management and maintenance
consultants, providers of telecommunications circuits and other service
providers that are integral to conducting our day-to-day operations,
particularly with respect to maintaining the performance of our network and
offering the @Home service. These service providers may perceive that there is
increased risk in doing business with us due to our current financial
position. Providers of network equipment may cease to finance our purchases of
equipment or may require cash-only payments for equipment in the future, which
could negatively impact our cash flows. Also, if we are unable to make
payments on a timely basis, our service providers may terminate their
arrangements or relationships with us, and this would make it more difficult
for us to conduct our business.

 We have incurred and expect to continue to incur substantial losses.

   We have incurred net losses in every fiscal period since our formation in
1995. As of March 31, 2001, we had an accumulated deficit of $10 billion. In
addition, we intend to continue to incur significant capital expenditures and
operating expenses in order to expand our network and enhance its performance,
and market and provide our broadband services to potential subscribers. As a
result of our past acquisitions, we will incur

                                       5
<PAGE>

substantial non-cash charges in future periods, including charges relating to
the amortization of goodwill and other intangible assets. In recent quarters,
we have recorded significant write-downs of these intangible assets, and we
may have to record additional write-downs in the future if we determine that
these assets have suffered additional impairment. Therefore, we anticipate
that we will continue to incur significant net losses and cash flows for the
foreseeable future. Even if we do achieve profitability in the future, we may
not be able to sustain or increase profitability in the long run.

 If we fail to meet the continued listing requirements of the Nasdaq Stock
 Market, our Series A common stock could be delisted and the liquidity of our
 Series A common stock would decline, and harmful consequences may be
 triggered under our convertible debt agreements.

   Our Series A common stock is listed on the Nasdaq National Market. The
Nasdaq Stock Market's Marketplace Rules impose requirements for companies
listed on the Nasdaq National Market to maintain their listing status,
including minimum bid price and net tangible assets or stockholders' equity
requirements. We anticipate that we may not meet the net tangible assets or
stockholders' equity requirement in the near future, meaning that we would
have to maintain at least a $3.00 minimum bid price. As of the date of this
prospectus, our Series A common stock is currently trading at levels lower
than this threshold. We are seeking stockholder approval of a proposal that
would provide our board of directors with discretion to implement a reverse
stock split, but we cannot assure you that this measure will result in a
sustained increase in the trading price of our Series A common stock above the
minimum bid price requirements.

   Delisting could reduce the ability of holders of our Series A common stock
to purchase or sell shares as quickly and as inexpensively as they have done
historically. For instance, failure to obtain listing on another market or
exchange may make it more difficult for traders to sell our securities.
Broker-dealers may be less willing or able to sell or make a market in our
Series A common stock. Not maintaining a listing on a major stock exchange may
result in a decrease in the trading price of our Series A common stock due to
a decrease in liquidity, reduced analyst coverage and less interest by
institutions and individuals in investing in our Series A common stock.

   Finally, under the terms of our recent $100 million convertible note
financing, if, after receiving a redemption notice from a noteholder,
delisting of our Series A common stock was threatened due to falling below the
Nasdaq continued listing criteria or by written notice of the commencement of
delisting proceedings by a stock exchange, we would no longer be able to elect
to issue shares of our Series A common stock to satisfy our redemption
obligations under the convertible notes, and would instead be required to pay
cash. Also, if our Series A common stock were ultimately delisted from the
Nasdaq National Market, the holders of the convertible notes would have the
right to require us to redeem the notes for cash at that time. Delisting from
Nasdaq would also make it more difficult for us to raise capital in the
future.

 Our existing debt obligations may make it difficult for us to enter into
 strategic transactions or to obtain financing in the future.

   The terms of the agreements governing our outstanding convertible notes and
debentures may restrict our ability to be acquired, sell our assets or obtain
financing in the future. Under the terms of these agreements, in the event of
a change of control of Excite@Home or a sale of all or substantially all of
our assets, the surviving entity would be obligated to assume our outstanding
debt obligations, and in the event of a change of control, the holders of each
of our outstanding convertible notes and debentures would have the right to
redeem their debt securities for cash. If such a transaction resulted in our
stockholders receiving securities that were not publicly-traded, the holders
of our recently-issued $100 million principal amount convertible notes may
have the right to redeem the notes for cash at a premium, based on when such a
transaction occurred. These provisions may make it difficult to enter into
such a transaction with potential acquirors. In addition, we issued a security
interest on some of our assets to secure our obligations under our $100
million principal amount convertible notes. This security agreement would
restrict our use of the proceeds from a sale of secured assets if the
aggregate book value of our secured assets remaining after the sale was less
than $100 million.

                                       6
<PAGE>

   Finally, our existing debt obligations may make it difficult for us to
attract financing in the future through the issuance of equity or debt
securities. Our convertible subordinated notes require that any subsequent
indebtedness be secured by our assets in order to be senior to the
subordinated convertible notes. Therefore, we may only issue additional senior
debt up to the amount of the book value of our assets, excluding $100 million
of assets already secured as collateral for our $100 million principal amount
convertible notes and excluding our backbone capacity agreement with AT&T. In
addition, the conversion of any of our outstanding debt securities could
result in substantial dilution to our stockholders. In particular, in the
event of a redemption of our $100 million principal amount convertible notes,
if we elect to satisfy this obligation by issuing shares of stock, this could
result in substantial dilution depending on the then-current trading price of
our Series A common stock. This potential dilution could dissuade potential
investors from investing in the event that we attempt to issue additional
convertible debt securities in the future. Finally, the $100 million principal
amount convertible notes also contain anti-dilution rights that could result
in an increase in the conversion ratio of these notes, and therefore
additional dilution, in the event of an issuance of shares in a financing
transaction.

 Our substantial debt leverage and debt service obligations may adversely
 affect our cash flow.

   We have substantial amounts of outstanding indebtedness, primarily from
outstanding convertible notes and debentures. As of June 30, 2001, the total
principal amount subject to repayment for outstanding debt was $1,042 million,
and we are obligated to make annual payments of approximately $26 million
under our debt obligations. In addition, we owe significant amounts under
capital lease obligations, including payments of approximately $8.8 million
per year under our backbone capacity agreement with AT&T. We may be unable to
generate sufficient cash to make principal, interest and other payments under
our debt and capital lease obligations when due. In particular, although our
$100 million principal amount convertible notes do not mature until 2006, the
note holders may elect to redeem the notes for the original issuance price on
each anniversary of the date of issuance, payable in Series A common stock or
cash at our option. However, if we have not met specified conditions for
redeeming the notes in stock, we may be obligated to pay cash rather than
stock to satisfy these redemption obligations. In addition, we may elect to
pay cash if redeeming the notes in stock results in an unacceptable level of
dilution to our stockholders.

   Our substantial leverage could have significant negative consequences,
including:

  .  increasing our vulnerability to general adverse economic and industry
     conditions;

  .  requiring the dedication of a substantial portion of our expected cash
     flow from operations to service our debt, thereby reducing the amount of
     our expected cash flow available for other purposes, including capital
     expenditures;

  .  limiting our flexibility in planning for, or reacting to, changes in our
     business and the industry in which we compete; and

  .  placing us at a possible competitive disadvantage compared to less-
     leveraged competitors and competitors that have better access to capital
     resources.

 If we are unable to comply with the obligations under any of our outstanding
 debt or lease obligations, this could in turn result in a default under our
 other debt obligation and the acceleration of repayments, which may result in
 a foreclosure on our assets.

   Under the terms of the agreements governing our $100 million principal
amount convertible notes, we have agreed to several conditions, the failure of
any of which could result in an acceleration of the amount due under the notes
or an event of default under the notes. Depending on the condition, we may be
obligated to pay, in addition to other possible damages, a cash amount equal
to the greater of the outstanding principal amount of the notes, which is
currently $100 million, or if the trading price of our Series A common stock
is greater than $4.38 per share, the then-current fair market value of the
shares issuable upon conversion of the outstanding principal of the notes,
which currently amounts to 22.8 million shares. Events that would trigger an
acceleration of the amount due include failure by us to deliver shares upon a
conversion of the notes within

                                       7
<PAGE>

specified timeframes for delivery, breach of any of our representations or
obligations under the notes and failure to cure the breach on a timely basis,
or suspension or delisting of our Series A common stock from trading on the
Nasdaq National Market. Events of default include failure to meet our
obligations under these notes, failure to meet other outstanding debt
obligations, or filing for bankruptcy. Failure to meet our obligations under
these notes could ultimately result in acceleration of the amounts due under
our other outstanding convertible subordinated notes and debentures.

   In addition, we granted AT&T a security interest in our backbone capacity
agreement with AT&T. We have also granted a security interest in other assets
to secure our obligations under our $100 million principal amount convertible
notes. If we default under any of these agreements, or any of our other
outstanding debt obligations, AT&T and the holders of our $100 million
principal amount convertible notes may elect to foreclose on our assets. If
this were to occur, we would be unable to conduct our business.

 Conversion of our outstanding convertible debt securities and warrants, or the
 sale of shares held by our cable partners, could result in substantial
 dilution and a decrease in the trading price of our Series A common stock.

   Each of our outstanding convertible debt securities is convertible into
shares of our Series A common stock. In particular, our $100 million principal
amount convertible notes are currently convertible at the rate of $4.3806 per
share, which represents 22.8 million shares. However, we may be obligated to
issue a larger number of shares in some circumstances. For example, if the note
holders elect to redeem the notes, and we elect to satisfy our redemption
obligations by issuing securities, the notes would convert based on a 5%
discount to the average of the volume-weighted average trading price of our
Series A common stock over the 10 trading days prior to issuance, and the stock
would be issued in eight equal installments over an 80-day period. Decreases in
the trading price of our Series A common stock could result in the issuance of
additional shares if we elect not to pay cash to satisfy our redemption
obligations. In addition, our other convertible debt securities are currently
convertible into an aggregate of 14.6 million shares.

   We have also issued a substantial number of warrants to our cable partners
in connection with our distribution agreements with these partners. Currently,
warrants to purchase 148.4 million shares of our Series A common stock are
outstanding, including warrants to purchase 21.9 million shares held by
Cablevision that we are seeking to recover in connection with the termination
of our agreement with that cable company. The substantial portion of our
outstanding warrants are not vested and most are exercisable at prices
substantially above the current trading price of our Series A common stock. In
addition, AT&T, Comcast and Cox hold substantial amounts of our outstanding
Series A common stock. We recently announced that our mutual exclusivity
arrangements with Comcast and Cox will terminate later this year, and if these
companies sell their shares, this could result in a decrease in the trading
price of our Series A common stock.

 Our future success depends on our ability to attract, retain and motivate
 highly skilled employees.

   Our future success depends on our ability to attract, retain and motivate
highly skilled and experienced employees. Competition for experienced
management, engineering and other key personnel is intense, particularly in the
market segment in which we compete and in the San Francisco Bay Area where our
headquarters is located. We grant stock options as a method of attracting and
retaining employees, to motivate performance and to align the interests of
management with those of our stockholders. Due to the decline in the trading
price of our Series A common stock, a substantial portion of the stock options
held by our employees have an exercise price that is higher than the current
trading price of our common stock. We may elect to reprice or otherwise adjust
the terms of these stock options, grant additional stock options at the current
lower market price, pay higher cash compensation, or some combination of these
alternatives to retain and attract qualified employees, but we cannot be sure
that any of these actions would be successful. If we issue additional stock
options, this could dilute existing stockholders. Also, we have recently
executed workforce reductions and we also announced that we intend to sell or
restructure media operations not directly supporting our broadband strategy.
This may create concern about job security among existing employees that could
lead to

                                       8
<PAGE>

increased turnover. As a result of these factors, we may have difficulties in
retaining current employees and attracting new employees. Employee turnover may
result in a loss of knowledge about our customers and our operations and our
internal systems, which could materially harm our business.

   We believe that our success will depend on the continued services of our
executive management team. In addition, other key employees possess marketing,
technical and other expertise that is important to the operations of our
business Changes in the economic environment, especially in our industry
sector, and in our business have increased the risk of turnover of executives
and key employees. All of our executive officers and other employees serve "at-
will" and may elect to pursue other opportunities at any time. If any of these
employees leave, we may not be able to replace them with employees possessing
comparable skills.

 Our management team must successfully integrate new members and must manage
 our workforce reductions in order for our business to be successful.

   We face challenges in managing our operations due to the addition of new
members to, and departures of, existing members of our management team and due
to our recent reductions in workforce. In particular, Patti Hart replaced
George Bell as our new Chairman and Chief Executive Officer in April 2001, and
Matt Jones became our Chief Operating Officer in June 2001. New members of our
management team may bring management styles, philosophies and policies that
could take time to implement. In addition, as a result of our recent reductions
in workforce we will need to operate with fewer employees and existing
employees may have to perform new tasks previously performed by former
employees. Our growth over the past few years, combined with significant
changes to our business and past changes in our management team, have placed
significant strain on our administrative, operational, and financial resources
and control. If we cannot effectively establish and improve our processes, this
will impact our ability to manage our business, operations and financial
results.

 We are controlled by AT&T, and our interests may not always align with AT&T's
 interests.

   AT&T currently owns all 86.6 million outstanding shares of our Series B
common stock, each of which carries ten votes per share, and overall holds
approximately 74% of our voting power. In addition, this Series B common stock
ownership gives AT&T the right to elect a majority of our board of directors,
and currently six of the ten members of our board of directors are designees of
AT&T. Therefore, we are subject to both board and stockholder voting control by
AT&T. It is possible that AT&T's objectives will diverge from ours. In October
2000, AT&T announced that it will restructure its operations into four separate
companies or business groups and AT&T's interest in Excite@Home will be held by
one of these companies or business groups. AT&T received an unsolicited offer
from Comcast to acquire AT&T's broadband operations, and announced that it
would evaluate this proposal. We cannot predict what impact, if any, the AT&T
restructuring or any potential transaction between AT&T or Comcast may have on
our company.

Risks Related to Our Broadband Business

 We need to add subscribers at a rapid rate for our broadband business to
 succeed, but we may not achieve our subscriber growth goals.

   Our actual revenues and the rate at which we add new subscribers to the
@Home service and our broadband content services may differ from our forecasts.
We may not be able to increase our subscriber base fast enough to meet our
internal forecasts, the forecasts of industry analysts or the expectations of
investors. The slowdown in the U.S. economy may lead to reduced demand for our
broadband services, delay the development of new applications that could drive
increased demand for our broadband services, or lead our cable partners to
reduce their investments in upgrading their cable infrastructure to support our
broadband services and in marketing to attract new subscribers. The rate at
which subscribers have increased in the past does not necessarily indicate the
rate at which subscribers may be expected to grow in the future. If we do not
meet subscriber forecasts, our revenues and operating results could be
materially harmed, and the trading price of our Series A common stock may
decrease.


                                       9
<PAGE>

 Our relationships with our cable partners are critical to the success of our
 broadband business.

   We currently are dependent on cable companies to provide the @Home service
since the cable companies' local networks are required to deliver the service
to residential homes. The cable infrastructure was originally designed to
handle one-way data transmission, and we are not able to offer the @Home
service until cable companies upgrade their networks to handle two-way high-
speed data transmission. We have entered into distribution agreements with
AT&T, Comcast, Cox and other cable partners to offer a co-branded version of
the @Home service to their customers, and we receive from our cable partners a
percentage of the fees paid by their customers that subscribe to the @Home
service. We recently announced that our mutual exclusivity obligations with
Comcast and Cox will end on December 4, 2001, although our distribution
agreements with these cable companies currently remain in place. We cannot
ensure that we will be able to enter into restructured commercial relationships
with these companies, or that Comcast and/or Cox will not also elect to
terminate their entire relationships with us in the future. If our
relationships with one or more of these cable partners or AT&T were to
terminate or diminish, we may not be able to offer the @Home service to the
customers served by those cable companies on a cost-effective basis, or at all,
and our business and operating results would be materially harmed.

 The sustainability of our broadband business in the long term is unproven.

   We have made significant up-front investments in our backbone network and
supporting network facilities in order to offer the @Home service and related
broadband content services. Whether or not our broadband business will achieve
profitability and long-term sustainability is dependent on several factors,
most notably the development of new applications to drive continued increases
in demand for broadband services, our ability to maintain our current
relationships with our cable partners and to successfully implement an "open
access" strategy, the ability of our cable partners to grow their subscriber
bases and the price that these subscribers pay for the service. Our costs are
not entirely fixed, and we incur incremental costs with each additional
subscriber in order to meet expected network performance and customer service
levels. Our broadband operations have not generated positive cash flows since
our inception, and we cannot guarantee you that we will be able to achieve
positive cash flows in the future.

 We could face significant competition in the event that our cable partners
 offer competing Internet access services or other companies offer Internet
 access services over our cable partners' cable systems.

   Our cable partners may determine in the future that they can provide
broadband services themselves or with the help of a competing Internet access
provider, rather than offering our services. As a result of the termination of
our exclusivity arrangements with Comcast and Cox which will become effective
December 4, 2001, after this date Comcast and/or Cox may allow alternative
providers to offer broadband Internet access services over their cable
infrastructure and may enter into commercial arrangements with competing
broadband Internet access providers. In addition, our March 28, 2000 letter
agreement provides for an implementation plan that would, at the election of
Comcast or Cox, require us to transfer specified subsystems and network
elements to Comcast or Cox to enable them to offer aspects of the @Home service
themselves, in which event we would negotiate a new revenue split to reflect
any expenses that are no longer incurred by us due to the transfer. The
agreement also provides for an exit plan that would, in the event that either
Comcast or Cox decides to terminate its relationship with us, require us to
transfer to Comcast or Cox specified assets used by us in delivering our
broadband services to them. If Comcast or Cox, or our other cable partners,
reduce their reliance on our broadband access services, we may receive a
smaller percentage of broadband access subscription fees collected by them. If
they elect to offer their own competing services or enter into relationships
with competing Internet access providers, or to terminate their relationships
with us altogether, we could lose current or potential subscribers and this may
adversely impact our future revenues and operating results.

   Most of our other cable partners are currently subject to exclusivity
obligations that prohibit them from obtaining high-speed, greater than 128
kilobits per second, residential consumer Internet services from any source
other than Excite@Home. In particular, the current exclusivity obligations of
AT&T, our largest cable partner, expire on June 4, 2002, and may be terminated
sooner under some circumstances, although in March

                                       10
<PAGE>

2000 we entered into an agreement with AT&T providing for a modified
commercial relationship which extends from June 2002 until June 2008. In
addition, the Federal Communications Commission, or state or local
governments, could impose regulations that require our cable partners to grant
competitors access to their cable systems. As a result, we could lose
potential new or existing subscribers, distribution relationships and
ultimately revenue to competitors in a voluntary or regulation-mandated open
access environment.

   The markets for consumer and business broadband services are already
extremely competitive, and we expect that competition will intensify in the
future. Our most direct competitors for broadband services include providers
of cable-based Internet services such as AOL Time Warner, as well as DSL and
other telecommunications providers, fixed wireless Internet access providers,
satellite Internet access providers, cable and fiber-optic system over-
builders and Internet and online service providers. For a more detailed
description of these competitors, see our annual report on Form 10-K filed
with the Securities and Exchange Commission on April 2, 2001. These
competitors currently provide alternative services, in many cases over
different communications media, but could compete with us directly in the
business of broadband Internet access services over the cable infrastructure
in an open access environment. Some of these competitors and potential
competitors have substantially greater financial, technical, marketing and
other resources than we do. In particular, because our cable partners provide
the @Home service to consumers, our competitors may have greater brand name
recognition. These competitors may be able to undertake more extensive
marketing campaigns, adopt more aggressive pricing policies and devote more
resources to developing Internet services or online content than we can. These
competitive pressures could significantly impact the growth of our broadband
subscriber base.

 If we cannot maintain the reliability, scalability and speed of our broadband
 network, customer demand for our broadband services and our relationships
 with our cable partners will suffer.

   The satisfactory performance, reliability and availability of our broadband
network is critical to our ability to attract and retain large numbers of
subscribers. Broadband networks face performance challenges that are different
from traditional data and telecommunications networks. Because the @Home
service offers high transmission speeds, our users are more likely to transfer
large amounts of data, such as multimedia applications, over our network. In
addition, because the @Home service is always-on, users perform some tasks,
such as checking e-mail, much more frequently than narrowband users. As the
number of subscribers to our service increases and as broadband applications
are developed that require the transfer of large amounts of data
simultaneously, the performance of our network may decrease. Also, our network
performance may suffer in particular geographic areas due to our reliance on
regional data centers and the cable infrastructure located in those areas to
support our broadband services. If the existing infrastructure for a
particular geographic area does not accommodate additional subscribers, and if
our cable partners are unwilling to upgrade the cable infrastructure in such
areas, network performance for such areas could decline.

   In past periods, the performance of our broadband network has deteriorated
in some markets. For example, we have suffered performance problems with our
e-mail services. In addition, although our cable partners have implemented
policies to restrict our subscribers from inappropriate use of the @Home
service, such as uploading excessive amounts of data, some of our subscribers
have not adhered to these policies, and this has contributed to performance
problems in locations where those subscribers reside. If we experience
frequent or persistent degradation in system performance, our reputation and
brand could be permanently harmed, and we may lose subscribers. Consumer
litigation against us and/or our cable partners may arise as a result of
network performance problems, and our cable partners may seek indemnification
from us for damages in the event of such consumer claims.

   Because we rely on our cable partners to offer the @Home service to
customers, if our network does not perform to the levels that our cable
partners demand, our relationships with our cable partners will suffer. We
have entered into service level agreements with Comcast and Cox under which we
have agreed to meet specified network performance standards and to pay Comcast
and Cox preset liquidated damages if we fail to

                                      11
<PAGE>

achieve these network performance levels during any reporting period. If the
@Home service does not meet the reliability levels that our cable partners
seek, they may choose not to offer the service or may attempt to terminate
their relationships with us.

 If our cable partners offer our broadband services at discount prices, our
 operating results may be harmed.

   Under the terms of our distribution agreements with our cable partners, our
cable partners are generally free to price our broadband services at their
discretion. Because our agreements with each of our cable partners provide that
we will receive a percentage of the revenues that our cable partners receive
from sales of our broadband services, if our cable partners offer our broadband
services at discount prices, we will receive less revenue.

 The equity incentives that we have granted to our cable partners might not
 have the effect that we anticipated.

   The trading price of our Series A common stock has experienced a significant
decline since 2000. Some of our cable partners hold substantial amounts of our
outstanding common stock, and we have issued warrants to many of our cable
partners in connection with distribution agreements that we entered into with
these companies. Many of these warrants have exercise prices that are greater
than the current trading price of our Series A common stock. In particular, the
warrants that we granted to AT&T, Comcast and Cox under our March 28, 2000
letter agreement have exercise prices that are substantially above the current
trading price of our Series A common stock. As a result, these equity
securities may not sufficiently motivate our cable partners to maintain their
relationships with us.

 We depend on our cable partners to upgrade to the two-way cable infrastructure
 necessary to support the @Home service.

   The ability of a subscriber to receive the @Home service depends in large
part on whether the cable company in its area has upgraded its cable network to
support two-way high-speed data transmission. Only a portion of existing cable
plants in the United States and in some international markets have been
upgraded to two-way hybrid fiber-coax cable, and even less are capable of high-
speed two-way data transmission. Currently, approximately 60% of our North
American cable partners' cable infrastructure was capable of delivering the
@Home service. The efforts by our cable partners to upgrade their cable
networks places a significant strain on the financial, managerial, operating
and other resources of our cable partners, most of which are already highly
leveraged. Therefore, these infrastructure investments have been, and we expect
will continue to be, subject to change, delay or cancellation. Furthermore,
because of consolidation in the cable television industry, as well as the sale
or transfer of cable assets among cable television operators, many cable
companies have delayed upgrading particular systems that they plan to sell or
transfer. If these upgrades are not completed in a timely manner, our broadband
services may not be available on a widespread basis and we may not be able to
increase our subscriber base at the rate we anticipate. Although our commercial
success depends on the successful and timely completion of these infrastructure
upgrades, most of our cable partners are under no obligation to upgrade systems
or to introduce, market or promote our broadband services. As has happened in
the past, even if a cable partner upgrades its cable infrastructure, the
upgraded infrastructure may not function properly, and therefore may cause a
delay in the availability of our broadband services for particular areas. The
failure of our cable partners to complete these upgrades in a timely and
satisfactory manner, or at all, would significantly harm our business.

 We depend on our cable partners to promote our services and obtain new
 subscribers.

   Because we do not offer the @Home service directly to customers, the rate at
which we are able to obtain new subscribers depends on the level and
effectiveness of the efforts of our cable partners to promote our broadband
services in particular regions. Our cable partners have achieved different
levels of subscriber penetration. We cannot predict the rate at which our cable
partners will add new subscribers to our services. If our cable partners do not
actively and effectively promote our services, we will not be able to reach the
level of subscribers necessary to achieve a profitable business model.

                                       12
<PAGE>

 If we are unable to make it easier and quicker to install the @Home service,
 this may constrain our subscriber growth, but increased purchases of cable
 modems by subscribers choosing to self-install the @Home service may
 negatively impact our revenue.

   Installation of the @Home service generally requires a customer service
representative employed by a cable partner to install a cable modem at a
customer's location and therefore can be time consuming. We believe that our
ability to meet our subscriber goals depends on the degree to which self-
installation initiatives and cable modems become more widely available in
channels such as personal computer manufacturers and retail outlets. In
addition, we must deploy systems that allow customers to self-provision the
@Home service through online and other means in order to increase the
attractiveness and usefulness of self-installed cable modems. If these
developments do not occur, it would be difficult for us to attract large
numbers of additional subscribers. In addition, subscriber growth could be
constrained and our business could be significantly harmed if our cable
partners slow the deployment of the @Home service because they are not able to
obtain a sufficient quantity of cable modems.

   Cable modem manufacturers have experienced, and may continue to experience,
production and delivery problems with cable modem components that may restrict
the number of modems available. Cable modem manufacturers may also delay the
production or delivery of cable modems for various economic or other reasons.
Delays due to component shortages or other reasons could materially impact our
subscriber growth.

   The amount of revenue that we receive for the @Home service depends on the
price that our cable partners charge subscribers, and many of our cable
partners charge a lower fee to subscribers that purchase their own cable
modems rather than rent them from the cable partner. We expect that broader
deployment and adoption of self-installation initiatives will result in a
larger proportion of subscribers purchasing cable modems. This may result in
lower average revenue per subscriber in future periods.

 We face litigation risks due to our relationships with our cable partners.

   We currently face litigation in multiple class action lawsuits arising out
of our relationships with our cable partners. If we do not prevail in these
matters, we could be forced to pay damages, allow other service providers to
use our network, or a court could impose limitations on our relationships with
our cable partners or restrictions on the way we conduct our business. For a
summary of the most significant of these litigations, please refer to the
sections entitled "Legal Proceedings" in our recent quarterly and annual
reports filed with the Securities and Exchange Commission. Other parties could
file litigation based on similar or other legal theories in the future.
Lawsuits filed against us could divert the attention of management and key
personnel, could be expensive to defend and may result in adverse settlements
and judgments.

 Our dependence on our network to provide our broadband services exposes us to
 a significant risk of system failure.

   Our broadband service operations are dependent on the uninterrupted
operations of our highly complex network infrastructure and large numbers of
computer and communications hardware and software systems. These systems are
vulnerable to damage or interruption from fires, earthquakes, floods, power
losses, telecommunications failures and similar events. In particular,
California is experiencing an energy shortage and some regions have
experienced blackouts and may experience blackouts in the future. We have
principal facilities, including our headquarters and one of our network
operations centers, located in California. The occurrence of a natural
disaster or other unanticipated problem at our network operations center or at
a number of our regional data centers could cause interruptions in our
broadband services. Additionally, failure of our cable partners or companies
from which we obtain data transport services to provide the data
communications capacity that we require, for example as a result of natural
disaster or operational disruption, could cause interruptions in our broadband
services. Any damage or failure that causes interruptions in our network
operations could result in a loss of subscribers or consumer litigation.

                                      13
<PAGE>

 We depend on telecommunication companies to provide local and regional data
 circuits, and these companies may experience financial or other difficulties
 that adversely affect the price or availability of such circuits.

   Delivering our commercial broadband services requires that we rent local
and regional data lines and facilities from local exchange carriers and
wholesale communication providers. In some areas, our residential broadband
services also rely on regional data lines connecting our backbone to the cable
headend. A number of telecommunication providers have recently changed their
business plans in reaction to market conditions, which may prevent us from
maintaining or expanding our services in accordance with our plans. As a
result, we may be required to seek alternative partners under terms that are
less favorable than current terms, or we may have to delay or curtail plans to
expand our commercial broadband services.

Risks Related to Our Media Business

 We and other Internet advertisers have experienced weakened demand for
 Internet advertising services, and if we are unable to grow or maintain our
 Internet advertising revenues, our operating results would be harmed and our
 stock price may decline.

   We derive a significant portion of our revenues from the sale of
advertising on our web sites. We have experienced a rapid deterioration in the
demand for our advertising services due to the slowdown in the U.S. economy,
decreased corporate spending and concerns about the effectiveness of Internet
advertising. We have attempted to focus our marketing of advertising services
towards companies in traditional lines of business rather than Internet
companies, but advertisers that have traditionally relied upon other media may
be reluctant to advertise online, or may not be willing to pay the same rates
as Internet companies. Furthermore, we have recently introduced a pricing
structure for advertising on our broadband services at premium rates, but we
cannot be certain whether advertisers will be willing to pay for these
services. If we are unable to convince advertisers of the effectiveness of
Internet advertising, particularly our premium services, or if the demand for
Internet advertising remains sluggish due to a weak U.S. economy, our revenues
and operating results could be materially harmed.

 Our announcement that we intend to sell or restructure portions of our media
 operations may have a material adverse impact on our operating results and
 cash flows.

   We previously announced that we intend to sell or restructure portions of
our media operations that do not directly support our broadband strategy. This
announcement could impact our ability to operate our narrowband media business
in several ways:

  .  Customers may be reluctant to enter into new long-term advertising
     arrangements with us.

  .  It may become more difficult for us to continue our relationships with,
     or to collect amounts due from, existing advertising customers.

  .  Potential partners may be reluctant to enter into new strategic
     relationships with us.

  .  We may experience higher employee turnover due to concerns about job
     security and uncertainty about the future of this business.

 We may not receive all payments owed to us under our advertising
 arrangements.

   Although we are attempting to target our advertising services towards new
customers in more traditional non-Internet lines of business, a significant
portion of our current advertising arrangements are with Internet companies.
Many of these Internet companies are not yet profitable. With the recent
downturn in the economy generally and in the technology sector in particular,
many Internet companies have been unable to attract venture capital funding to
support their operations and are therefore shutting down operations. As a
result, we may not receive all of the payments owed to us under our current
advertising arrangements, which could materially harm our cash position and
results of operations in the future.

                                      14
<PAGE>

 Our media services could lose users, advertisers and revenues to competitors.

   Our media services compete with a number of companies both for users and
advertisers and, therefore, for revenues. We compete with Internet portals,
online service providers, media companies such as AOL Time Warner and providers
of online information and other services. For a list of these competitors,
please see "Business--Competition" in our annual report on Form 10-K filed with
the Securities and Exchange Commission on April 2, 2001. Increased competition
for users of Internet services and content may result in lower subscriber
growth rates for our online and Internet services and lower advertising rates
and decreased demand for advertising space on our web sites.

   Many of our competitors for Internet advertising have longer operating
histories in the Internet market, greater name recognition, larger customer
bases and significantly greater financial, technical and marketing resources
than we have. These competitors may be able to undertake more extensive
marketing campaigns, adopt more aggressive pricing policies and make more
attractive offers to potential employees, distribution partners, advertisers
and content providers. Further, it is possible that our competitors could
develop services that are superior to ours or that achieve greater market
acceptance than our offerings.

   The Internet in general, and our media services specifically, also must
compete with traditional advertising media, such as print, radio and
television, for a share of advertisers' total advertising budgets. To the
extent that the Internet is not perceived as an effective advertising medium,
advertisers may be reluctant to devote a significant portion of their
advertising budgets to Internet advertising.

 If usage of Internet portal sites by Internet users declines, our business
 could be harmed.

   The success of our Internet web sites is also dependent on Internet users
continuing to use "portal" web sites for their information needs. Some Internet
measurement services have reported that the number of unique users of Internet
portal sites has been decreasing in recent periods. If Internet users begin to
become less dependent on portal sites, and instead go directly to particular
web sites, our traffic levels could decrease as measured by unique users, reach
and pages views. As a result, the number of advertising impressions and the
attractiveness of our sites to advertisers could be impacted, which would harm
our media and advertising revenues.

 The sponsorship advertising we sell subjects us to financial and other risks.

   We derive a substantial portion of our advertising revenues from sponsorship
and promotion arrangements. These are advertising relationships under which
third parties receive sponsored services and placements on our services in
addition to traditional banner advertisements across our services. These
arrangements expose us to potential financial risks, including the risk that we
fail to deliver required minimum levels of user impressions, that third party
sponsors do not meet their payment obligations under these agreements, or that
they do not renew the agreements at the end of their term. These arrangements
also require us to integrate sponsors' content with our services, which can
require the dedication of resources and programming and design efforts to
accomplish. We may not be able to attract additional sponsors or renew existing
sponsorship arrangements when they expire.

   In addition, we have granted exclusivity provisions to some of our sponsors,
and may in the future grant additional exclusivity provisions. These
exclusivity provisions may have the effect of preventing us from accepting
advertising or sponsorship arrangements from other advertisers during the term
of the agreements. Our inability to enter into further sponsorship or
advertising arrangements as a result of any exclusivity arrangements could harm
our business.

 We depend on several third-party relationships for users, advertisers and
 revenues.

   We depend on a number of third party relationships to provide users and
content for our websites, including agreements for links to our services to be
placed on high-traffic web sites and agreements for third

                                       15
<PAGE>

parties to provide content, games and e-mail for our web sites. We have no
guarantees that we will recoup our investments in these relationships through
additional users or advertising revenues, and we may have to pay penalties for
terminating agreements early. Some of these third parties could become our
competitors, or provide their services to our competitors, upon termination of
such relationships. If these relationships are terminated and we are not able
to replace them, we could lose users or advertisers.

 New technology could make it more difficult for us to deliver online
 advertising.

   "Filter" software programs that limit or prevent advertising from being
delivered to a web user's computer are available. Filter software may prevent
the proper operation of our services, including the personalization features of
the Excite Network and targeted banner advertising. Widespread adoption of
software products such as these could reduce the attractiveness of our
personalization features and harm the commercial viability of online
advertising.

 Current or future legislation addressing privacy concerns, litigation or
 technology could make it more difficult for us to deliver targeted advertising
 or generate revenues from the collection and use of user information.

   Cookies are bits of information keyed to a specific memory location and
passed to a web server through the user's browser software. They are placed on
a user's hard drive, often without the user's knowledge or consent. Our
services use cookies to deliver targeted advertising, enable the
personalization features of the Excite Network, help compile demographic
information about users and limit the frequency with which an advertisement is
shown to the user. In addition, we collect information from users to enable us
to activate the personalization features of the Excite Network and for
authentication and identification purposes, as well as through other online
services such as promotional sweepstakes offered by our MatchLogic subsidiary,
and we may with user permission sell this information to third parties or use
this information for other purposes. These practices may subject us to risk of
litigation or regulation related to the collection and use of this information,
as well as other misuses such as unauthorized marketing.

   For example, in the fourth quarter of 2000, a purported class action suit
was filed against our MatchLogic subsidiary, alleging unauthorized access to,
as well as interception and misuse of, customer data based on our advertising
targeting technology. In addition, the Federal Trade Commission and some states
have been investigating Internet companies regarding their use of personal
information, and some groups have initiated legal action against Internet
companies regarding their privacy practices. Also, the United States federal
and various state governments have proposed new laws restricting the collection
and use of information regarding Internet users. We could incur additional
expenses if new regulations regarding the use of personal information are
introduced or if government agencies choose to investigate our privacy
practices. Also, currently available web browsers allow users to hide their
identity and to prevent cookies from being written to, or read from, the user's
hard drive, and technology that shields e-mail addresses, cookies and other
electronic means of identification could become commercially accepted. Any
reduction or limitation in the use of personal information or cookies through
legislation, new technology or otherwise could limit the effectiveness of our
ad targeting and other services, which could harm our business.

 We may face potential liability from our advertising arrangements.

   Some of our advertising relationships provide that we may receive payments
based on the amount of goods or services purchased by consumers clicking from
our services to a seller's web site. These arrangements may expose us to legal
risks and uncertainties, including potential liabilities to consumers of the
advertised products and services. In other advertising relationships, we are
compensated based on the number of times users view the advertisements on our
web sites. These arrangements may expose us to legal claims based on the
content of the advertisements or the association of the advertisement with
specific web searches conducted by users. Although we carry general liability
insurance, our insurance may not cover potential claims of this type or may not
be adequate to indemnify us for all liability that may be imposed.

                                       16
<PAGE>

   Some of the liabilities that may result from the above arrangements include:

  .  claims that advertisements displayed on our web sites infringe third
     party intellectual property rights or are false, misleading or
     defamatory;

  .  potential liabilities for illegal activities that may be conducted by
     the sellers;

  .  product liability or other tort claims relating to goods or services
     sold through third-party e-commerce sites;

  .  claims for consumer fraud and false or deceptive advertising or sales
     practices;

  .  breach of contract claims relating to purchases; and

  .  claims that items sold through these sites infringe third-party
     intellectual property rights.

   Even to the extent that these claims do not result in material liability,
investigating and defending these claims could harm our business.

 We may lose users, advertisers and revenue if we experience system failures on
 our narrowband services.

   Our web sites on the Excite Network are currently hosted and operated on a
computer network infrastructure separate from our broadband services. The
Excite Network must accommodate a high volume of traffic and deliver frequently
updated information. The web sites on the Excite Network have in the past, and
may in the future, experience slower response times or other problems for a
variety of reasons. We also depend on third party information providers to make
available updated information and content for these services on a timely basis.
The Excite Network could experience disruptions or interruption in service due
to the failure or delay in the transmission or receipt of this information. In
addition, the users of Excite Network services depend on Internet service
providers, online service providers and other web site operators for access to
the Excite Network. Each of these parties has experienced significant outages
in the past, and could experience outages, delays and other difficulties due to
system failures unrelated to our systems. In particular, California is
experiencing an energy shortage and some regions have experienced blackouts and
may experience blackouts in the future. We and many of our third party
providers have principal facilities located in California. These types of
occurrences could cause users to perceive the Excite Network as not functioning
properly and therefore cause them to use other services.

Additional Risks Facing Our Business

 We must develop and maintain the awareness of our brands to attract consumers
 and advertisers.

   Maintaining and strengthening our brands is critical to achieving widespread
acceptance of our services by consumers and advertisers, particularly in light
of the competitive nature of our markets. This need will intensify in the event
that alternative providers begin offering broadband Internet access and/or
content services over the cable systems of our cable partners in an open access
environment. Promoting and positioning our brands will depend largely on the
success of our marketing efforts and our ability to provide high quality
services. We may find it necessary to increase our marketing budget or
otherwise increase our financial commitment to creating and maintaining brand
loyalty among users. If we fail to promote and maintain our brands or incur
excessive expenses in an attempt to promote and maintain our brands, our
business could be harmed.

 If we do not develop new and enhanced features, products and services for our
 media and broadband services, we may not be able to attract and retain a
 sufficient number of users.

   Because of the competitiveness of our market, we believe it is important to
introduce additional or enhanced features, products and services in the future,
such as wholesale access services and premium broadband services, in order to
differentiate our services and retain our current users and attract new users.

                                       17
<PAGE>

Acquiring or developing new features, products and services may require a
substantial investment of personnel and financial and other resources. If we
introduce a feature, product or service that is not favorably received by our
current users, they may not continue using our services as frequently and they
may choose a competing service.

   We must also continually enhance our products and services to incorporate
rapidly changing Internet technologies. We could incur substantial development
costs if we need to modify our products, services or infrastructure to adapt to
changes in Internet technologies. Our business could be harmed if we incur
significant costs to adapt to these changes. If we cannot adapt to these
changes, users may discontinue using our services.

   We may also experience difficulties that could delay or prevent us from
introducing new features, products or services. Furthermore, these features,
products or services may contain errors that are discovered after the feature,
product or services are introduced. We may need to modify their design
significantly to correct these errors. In addition, we must consult with and
involve our cable partners in the development and design of new features,
products or services for our broadband services. Therefore, the process of
introducing new broadband features, products and services is time consuming and
if our cable partners object to a new feature, product or service, we could be
prohibited from offering it in particular areas. Our business could be
adversely affected if we experience difficulties in introducing new products
and services or if users do not accept these new products or services.

 International growth is important to our business, but our international
 operations are subject to additional risks and may not be successful.

   A key component of our strategy is to expand into international markets and
offer broadband services in those markets. We have limited experience in
developing localized versions of our products and services and in developing
relationships with international cable system operators. We may not be
successful in expanding our product and service offerings into foreign markets.
We have made substantial cash investments in many of our international joint
ventures and we may need to provide additional funding to these joint ventures
in the future to maintain their solvency. Some or all of these joint ventures
may never become profitable and should a decision be made to dissolve them, we
would likely lose our entire investment. For example, during 2001 we have shut
down our consolidated European narrowband operations.

   In addition to the uncertainty regarding our ability to generate revenues
from foreign operations and expand our international presence, we face specific
risks related to providing broadband services in foreign jurisdictions,
including:

  .  regulatory requirements, including the regulation of Internet access;

  .  legal uncertainty regarding liability for information retrieved and
     replicated in foreign jurisdictions;

  .  potential inability to use European customer information due to new
     European governmental regulations; and

  .  lack of a developed cable infrastructure in many international markets.

 Our equity investments in other companies may not yield any returns, and may
 adversely affect our operating results.

   We have made equity investments in many Internet companies, including joint
ventures in other countries. Our investments in these companies may not yield
any return. Of these companies that now have publicly traded stock, a
significant portion are currently trading at prices lower than our original
purchase price for the stock. In addition, a substantial portion of these
investments is in the form of illiquid securities of private companies. These
companies typically are in an early stage of development and may be expected to
incur substantial losses. The recent decline in the stock market, particularly
in the technology sector, has made it less likely that the stock of private
companies will become liquid in the near future through an initial public
offering

                                       18
<PAGE>

or an acquisition. We also are required to account for some of these
investments under the equity method of accounting, and therefore must record a
share of the net losses in some of these companies. We have incurred charges
related to write-downs or write-offs of assets with respect to some of these
investments, and may incur additional charges in the future if these companies
are not successful.

 If we do not maintain the security of our networks, we could lose customers
 and may be subject to litigation.

   We have in the past experienced security breaches in our networks. We have
taken steps to prevent these breaches, to prevent users from the unauthorized
sharing of files via the @Home service and to protect against bulk unsolicited
e-mail. However, actual problems with, as well as public concerns about, the
security, privacy and reliability of our networks may inhibit the acceptance of
our services.

   The need to securely transmit confidential information over the Internet has
been a significant barrier to electronic commerce and communications over the
Internet. Any well-publicized compromise of security could deter more people
from using the Internet or our services to conduct transactions that involve
transmitting confidential information, such as purchases of goods or services.
Because many of our advertisers seek to encourage people to use the Internet to
purchase goods or services, our business could be harmed if this were to occur.
We may also incur significant costs to protect against the threat of security
breaches or to alleviate problems caused by these breaches.

 We could face liability for defamatory, indecent or infringing content
 provided on our media services.

   Claims could be made against Internet and online service providers under
both United States and foreign law for defamation, negligence, copyright or
trademark infringement, or other theories based on the nature and content of
the materials disseminated through their networks. Several private lawsuits
seeking to impose this liability are currently pending against Internet and
online services providers. Our insurance may not adequately protect us from
these types of claims.

   In addition, legislation has been proposed that prohibits, or imposes
liability for, transmission over the Internet of indecent content. The
imposition upon Internet and online service providers of potential liability
for information carried on or disseminated through their systems could require
us to implement measures to reduce our exposure to this liability. This may
require that we expend substantial resources or discontinue service or product
offerings. The increased focus on liability issues as a result of these
lawsuits and legislative proposals could impact the growth of Internet use.
Furthermore, governments of some foreign countries, such as Germany, have
enacted laws and regulations governing content distributed over the Internet
that are more strict than those currently in place in the United States. One or
more of these factors could significantly harm our business.

 We may be liable for our links to third party web sites.

   We could be exposed to liability with respect to the third party web sites
that may be accessible through our services. These claims may allege, among
other things, that by linking to web sites operated by third parties, we may be
liable for copyright or trademark infringement or other unauthorized actions by
third parties through these web sites. Other claims may be based on errors or
false or misleading information provided by our services. Our business could be
harmed due to the cost of investigating and defending these claims, even if
these types of claims do not result in liability.

 We may be subject to intellectual property infringement claims which are
 costly to defend and which could limit our ability to use certain technologies
 in the future.

   Many parties are actively developing Internet-related technologies. We
believe that these parties will continue to take steps to protect these
technologies, including seeking patent protection. As a result, we believe that
disputes regarding the ownership of these technologies are likely to arise in
the future. Although we have

                                       19
<PAGE>

several patents, copyrights, trademarks, trade secrets and other intellectual
property rights, these may not be sufficient to protect our key products,
business methods and processes. From time to time, parties assert patent
infringement claims against us in the form of letters, lawsuits and other forms
of communications. In addition to patent claims, third parties may assert
claims against us alleging unfair competition or infringement of copyrights,
trademark rights, trade secret rights or other proprietary rights.

   We may incur substantial expenses in defending against third-party
infringement claims regardless of the merit of the claims. In the event that
there is a determination that we have infringed third-party proprietary rights,
we could incur substantial monetary liability and be forced to make changes to
the services and products we provide and the way that we provide them.

                                USE OF PROCEEDS

   We will not receive any proceeds from the sale of the Series A common stock
by the selling stockholders under this prospectus.

                                DIVIDEND POLICY

   We have never paid any cash dividends on our Series A common stock. We
anticipate that we will continue to retain any earnings for use in the
operation of our business and we do not anticipate paying any cash dividends in
the foreseeable future. In addition, the terms of our $100 million principal
amount convertible notes prohibit us from declaring or paying cash dividends or
redeeming securities so long as the notes remain outstanding.

                                       20
<PAGE>

                              SELLING STOCKHOLDERS

   The following table presents information with respect to the selling
stockholders and the shares of our Series A common stock that they may offer
with this prospectus. Each of the selling stockholders named below either (1)
was formerly a stockholder of DataInsight, Inc., Join Systems, Inc. or Kendara,
Inc., and acquired their shares as a result of our acquisition of that company,
or (2) acquired or may acquire its shares upon conversion of its portion of the
$100 million principal amount convertible notes sold in our recent financing
transaction. To our knowledge, other than positions of employment with
DataInsight, Join and Kendara and with us after the acquisitions, none of the
selling stockholders has, or within the past three years has had, any position,
office or other material relationship with us or any of our affiliates.

   The information provided in the table below is based on information provided
to us by the selling stockholders as of June 30, 2001. We calculated beneficial
ownership according to Rule 13d-3 of the Securities Exchange Act of 1934, as
amended, as of that date. Percentages have been calculated based on
322,175,934 shares of Series A common stock outstanding as of June 30, 2001.
Based on this information, each of the selling stockholders listed below would
hold less than 1% of our outstanding shares of Series A common stock following
the offering, assuming all shares being offered are sold. The share figures
provided below shall be proportionately adjusted to reflect any future stock
split, reverse stock split or similar change to our capital structure.

   The number of shares that may be offered by holders of the convertible notes
exceeds the shares beneficially owned before the offering as of June 30, 2001,
because additional shares may become issuable upon conversion of the notes in
the future. We have registered additional shares based on assumptions that
reflect current trading prices of the Series A common stock. No holder may
convert any note to the extent such conversion would cause the holder, together
with its affiliates, to hold more than 9.99% of our then outstanding Series A
common stock, calculated in accordance with Section 16 of the Exchange Act, and
excluding shares issuable upon conversion of the principal amount of notes held
by the holder or its affiliates that remain outstanding.

   The selling stockholders may from time to time offer and sell any or all of
their shares as listed below. Because the selling stockholders are not
obligated to sell their shares, and because they may also acquire publicly
traded shares of our Series A common stock, we cannot estimate how many shares
each selling stockholder will beneficially own after this offering. We may
update, amend or supplement this prospectus from time to time to update the
disclosure in this section.

<TABLE>
<CAPTION>
                                              Shares                  Shares
                                           Beneficially   Shares   Beneficially
                                           Owned Before  That May  Owned After
Name                                       the Offering Be Offered the Offering
- ----                                       ------------ ---------- ------------
<S>                                        <C>          <C>        <C>
Holders of Convertible Notes:
HFTP Investment L.L.C. (1)................   6,848,377  15,000,000         0
Gaia Offshore Master Fund, Ltd. (1).......   4,565,585  10,000,000         0
Leonardo, L.P. (2)........................  11,413,962  25,000,000         0
    SUBTOTAL..............................  22,827,924  50,000,000         0
                                            ----------  ----------    ------
Former Shareholders of DataInsight:
Mark A. Betker............................       9,185       1,495     7,690
Herald David Bonnett......................       1,812         295     1,517
Frederick T. Diehl........................       4,476         728     3,748
Michael F. Doubrava.......................       6,715       1,093     5,622
John P. Fitzgerald........................       1,358         897       461
Karl Friedman.............................       1,903       1,257       646
Thomas W. Gamel...........................      23,951      15,817     8,134
William J. Greiner........................      18,372       2,991    15,381
</TABLE>

                                       21
<PAGE>

<TABLE>
<CAPTION>
                                              Shares                  Shares
                                           Beneficially   Shares   Beneficially
                                           Owned Before  That May  Owned After
Name                                       the Offering Be Offered the Offering
- ----                                       ------------ ---------- ------------
<S>                                        <C>          <C>        <C>
Daniel G. Helle..........................       12,718       2,070    10,648
Steven G. Helle..........................      110,363      72,883    37,480
Raymond P. Martinez......................        4,370         295     4,075
Darryl K. Petruska.......................       13,707       2,231    11,476
John T. Pfannenstein.....................       25,527      16,858     8,669
Steven M. Ryan...........................        2,264       1,495       769
Robert D. Smith..........................       25,461      16,814     8,647
James E. Washburn........................        2,264       1,495       769
    SUBTOTAL.............................      264,446     138,714   126,092
                                            ----------  ----------   -------
Former Shareholders of Join Systems:
Alisa McCulloch Trust, Howard Laird
 McCulloch, Jr. TTEE.....................      149,908     122,974    26,934
David G. Belleville......................        2,638       2,164       474
Jerry E. Callister.......................        3,729       3,059       670
Callum Laird McCulloch Trust--1994,
 Howard Laird McCulloch, Jr. TTEE........      149,908     122,974    26,934
Tanya L. Fouts...........................        1,491       1,223       268
Terry Gannon and Carolyn Gannon Revocable
 Trust...................................       17,867      14,657     3,210
Ernest E. Keet...........................       10,441       8,565     1,876
Mary Li..................................        6,712       5,506     1,206
Laird McCulloch..........................       44,748      36,708     8,040
Linda M. Ritter..........................       14,916      12,236     2,680
Theodore Smyth...........................        3,729       3,059       670
David Spooner............................        4,474       3,670       804
Robert A. Stevens........................      102,863      84,382    18,481
Laura Stuart.............................        3,729       3,059       670
Arlene L. Sweet..........................        7,458       6,118     1,340
Henry Yung...............................       23,551      19,320     4,231
Richard R. Zitola........................        2,237       1,835       402
    SUBTOTAL.............................      550,399     451,509    98,890
                                            ----------  ----------   -------
Former Shareholders of Kendara:
Pavani Diwanji...........................      429,877     429,877         0
Freeman Murray...........................      383,751     351,001    32,750
    SUBTOTAL.............................      813,628     780,878    32,750
                                            ----------  ----------   -------
    TOTAL................................   24,456,397  51,869,286   257,732
                                            ==========  ==========   =======
</TABLE>
- --------
(1) Promethean Asset Management, LLC, a New York limited liability company,
    serves as investment manager to both HFTP Investment L.L.C. and Gaia
    Offshore Master Fund, Ltd., and may be deemed to share beneficial ownership
    of the shares owned by HFTP and GAIA by reason of shared power to vote and
    to dispose of the shares beneficially owned by HFTP and GAIA. The ownership
    information for HFTP does not include ownership information for GAIA and
    the ownership information for GAIA does not include ownership information
    for HFTP. Promethean disclaims beneficial ownership of the shares
    beneficially owned by HFTP and GAIA, and each of HFTP and GAIA disclaims
    beneficial ownership of the shares beneficially owned by the other.

(2) Angelo, Gordon & Co., L.P. is a general partner of Leonardo, L.P. and
    consequently has voting control and investment discretion over securities
    held by Leonardo. Angelo Gordon disclaims beneficial ownership of the
    shares held by Leonardo.


                                       22
<PAGE>

                              PLAN OF DISTRIBUTION

   The selling stockholders will be offering and selling all shares offered and
sold with this prospectus. We will not receive any of the proceeds of the sales
of these shares. Offers and sales of shares made with this prospectus must
comply with either (1) the terms of the merger agreements we entered into with
DataInsight, Join Systems or Kendara, or (2) the terms of the registration
rights agreement we entered into with the holders of our $100 million principal
amount convertible notes. However, selling stockholders may resell all or a
portion of their shares without this prospectus in open market transactions in
reliance upon available exemptions under the Securities Act, if any, provided
they meet the criteria and confirm to the requirements of one of these
exemptions.

   Who may sell and applicable restrictions. The selling stockholders may offer
and sell shares with this prospectus directly to purchasers. The selling
stockholders may donate or otherwise transfer their shares, as well as the
convertible notes, to any person so long as the transfer complies with
applicable securities laws. The holders of the convertible notes may also
transfer their registration rights, or their rights to sell the shares with
this prospectus, to any person, so long as that person agrees in writing to be
bound by the registration rights agreement, notifies Excite@Home on a timely
basis, and complies with the procedures set forth in the registration rights
agreement and the securities purchase agreement. Conversely, the former
DataInsight, Join Systems and Kendara stockholders may only transfer their
rights to sell with this prospectus to specified persons, including the
following:

  .  a trust whose beneficiaries consist solely of the stockholder and its
     immediate family;

  .  the personal representative, custodian or conservator of the
     stockholder, in the case of the stockholder's death or bankruptcy, or an
     adjudication of incompetency of the stockholder;

  .  immediate family members of a stockholder; or

  .  transferees by will or by the laws of intestacy, descent or
     distribution.

   Upon a transfer of shares and registration rights to any permitted person,
that person may then offer and sell shares with this prospectus directly to
purchasers.

   Alternatively, the selling stockholders may from time to time offer shares
through brokers, dealers or agents. Brokers, dealers, agents or underwriters
participating in transactions may receive compensation in the form of
discounts, concessions or commissions from the selling stockholders (and, if
they act as agent for the purchaser of the shares, from that purchaser). The
discounts, concessions or commissions might be in excess of those customary in
the type of transaction involved. Any brokerage commissions and similar selling
expenses attributable to the sale of shares covered by this prospectus will be
borne by the selling stockholders. In order to comply with some state
securities laws, the shares may be sold in those jurisdictions only through
registered or licensed brokers or dealers.

   The selling stockholders and any brokers, dealers or agents who participate
in the distribution of the shares may be deemed to be underwriters, and any
profits on the sale of shares by them and any discounts, commissions or
concessions received by any broker, dealer or agent may be deemed underwriting
discounts and commissions under the Securities Act. The selling stockholders
have advised us that, as of the date of this prospectus, they have not entered
into any plan, arrangement or understanding with a broker, dealer or
underwriter regarding sales of shares with this prospectus.

   Prospectus delivery. A prospectus supplement or a post-effective amendment
will be filed with the Securities and Exchange Commission to reflect the
disclosure of additional information with respect to the distribution of the
shares. In particular, if we receive notice from a selling stockholder that a
donee, pledgee, transferee or other successor intends to sell more than 500
shares of our Series A common stock, or that a selling stockholder has entered
into a material arrangement with an underwriter or broker-dealer for the sale
of shares covered by this prospectus, then to the extent required we will file
a supplement to this prospectus.

                                       23
<PAGE>

   Manner of sales. The selling stockholders will act independently of the
company in making decisions with respect to the timing, manner and size of each
sale. Sales may be made over the Nasdaq National Market, the over-the-counter
market, or any other national securities exchange or quotation service on which
the securities may be listed or quoted at the time of sale. The shares may be
sold at then prevailing market prices, at prices related to prevailing market
prices, at fixed prices or at other negotiated prices.

   The shares may be sold according to one or more of the following methods:

  .  a block trade in which the broker or dealer so engaged will attempt to
     sell the shares as agent but may position and resell a portion of the
     block as principal to facilitate the transaction;

  .  purchases by a broker or dealer as principal and resale by the broker or
     dealer for its account as allowed under this prospectus;

  .  ordinary brokerage transactions and transactions in which the broker
     solicits purchasers;

  .  pledges of shares to a broker-dealer or other person, who may, in the
     event of default, purchase or sell the pledged shares;

  .  an exchange distribution under the rules of the exchange;

  .  face-to-face transactions between sellers and purchasers without a
     broker-dealer; and

  .  by writing options.

   Hedging Transactions. In addition, selling stockholders may generally enter
into option, derivative or hedging transactions with respect to the shares, and
any related offers or sales of shares may be made under this prospectus.
However, the holders of the convertible notes are subject to limited
restrictions regarding "short sales" and similar hedging transactions involving
our Series A common stock. Other than this limited restriction, selling
stockholders may, for example:

  .  enter into transactions involving short sales of the shares by broker-
     dealers in the course of hedging the positions they assume with selling
     stockholders;

  .  sell shares short themselves and deliver the shares registered hereby to
     settle such short sales or to close out stock loans incurred in
     connection with their short positions;

  .  write call options, put options or other derivative instruments
     (including exchange-traded options or privately negotiated options) with
     respect to the shares, or which they settle through delivery of the
     shares;

  .  enter into option transactions or other types of transactions that
     require the selling stockholder to deliver shares to a broker, dealer or
     other financial institution, who may then resell or transfer the shares
     under this prospectus; or

  .  loan the shares to a broker, dealer or other financial institution, who
     may sell the loaned shares.

These option, derivative and hedging transactions may require the delivery to a
broker, dealer or other financial institution of shares offered under this
prospectus, and that broker, dealer or other financial institution may resell
those shares under this prospectus.

   Indemnification and contribution. We and the selling stockholders have
agreed to indemnify or provide contribution to each other and specified other
persons against some liabilities in connection with the offering of the shares,
including liabilities arising under the Securities Act. The selling
stockholders may also agree on their own to indemnify any broker-dealer or
agent that participates in transactions involving sales of the shares against
some liabilities, including liabilities arising under the Securities Act.

                                       24
<PAGE>

   Suspension of this offering. We may suspend the use of this prospectus on a
limited basis if we learn of any event that causes this prospectus to include
an untrue statement of material fact or omit to state a material fact required
to be stated in the prospectus or necessary to make the statements in the
prospectus not misleading in light of the circumstances then existing. If this
type of event occurs, a prospectus supplement or post-effective amendment, if
required, will be distributed to each selling stockholder.


                                       25
<PAGE>

                           DESCRIPTION OF SECURITIES

 Common Stock

   We are currently authorized to issue 1,000,000,000 shares of Series A common
stock, 110,000,000 shares of Series B common stock (as well as 9,650,000 shares
of preferred stock). As of June 30, 2001, there were 322,175,934 shares of
Series A common stock and 86,595,578 shares of Series B common stock (all of
which was held by AT&T Corp.) outstanding. Each share of Series B common stock
is convertible into one share of our Series A common stock. Our Series A common
stock is traded on the Nasdaq National Market.

   All shares of common stock outstanding are, and the shares of common stock
to be offered with this prospectus, when they are issued and paid for will be,
fully paid and nonassessable. The rights, preferences and privileges of the
holders of common stock are subject to, and may be adversely affected by, the
rights of the holders of shares of any series of preferred stock that we may
designate in the future.

   Voting Rights. Each share of Series A common stock entitles its holder to
one vote for each share, and each share of Series B common stock entitles its
holder to ten votes for each share, on all matters to be voted upon by the
stockholders. The holders of Series A common stock and Series B common stock
vote together as a single class on most matters, except as otherwise required
by law or our certificate of incorporation. Our certificate of incorporation
does not provide for cumulative voting of shares for the election of directors.

   Our certificate of incorporation currently provides for the election of
directors as follows:

  .  So long as there are at least 10,000,000 shares of Series B common stock
     outstanding, the holders of Series B common stock are entitled to elect
     the smallest number of directors constituting a majority of our board of
     directors.

  .  So long as holders of Series B common stock are entitled to elect
     directors as provided above and there are any shares of Series A common
     stock outstanding, the holders of Series A common stock are entitled to
     elect two directors. Each of these directors must be an "outside
     director", as defined in our certificate of incorporation.

  .  Additional directors are elected by holders of all series of common
     stock and voting preferred stock outstanding. We do not currently have
     any shares of voting preferred stock outstanding.

   Dividend Rights. Subject to preferences that may be applicable to preferred
stock which may be outstanding at the time, holders of common stock will be
entitled to receive ratably any dividends that may be declared from time to
time by the board of directors out of funds legally available for that purpose.

   Liquidation Rights. In the event of our liquidation, dissolution or winding
up, holders of common stock will be entitled to share in our assets remaining
after the payment of liabilities and the satisfaction of any liquidation
preference granted to the holders of any shares of preferred stock that may be
outstanding.

   No Preemptive or Similar Rights. Holders of common stock are not entitled to
preemptive rights (except that some of our largest stockholders have preemptive
rights pursuant to a stockholders' agreement with us), conversion rights or
other subscription rights. The common stock is not redeemable, and there are no
sinking fund provisions that apply to the common stock.

   For additional information regarding our common stock, please refer to our
Registration Statement on Form 8-A, filed with the Securities and Exchange
Commission on June 13, 1997.

 Convertible Notes

   On June 8, 2001, we entered into a Securities Purchase Agreement, pursuant
to which we issued and sold $100,000,000 principal amount convertible notes in
a private financing. The following is a summary of the principal terms of the
convertible notes. For additional detail, please refer to the Securities
Purchase

                                       26
<PAGE>

Agreement, the form of Convertible Note, the Security Agreement and the
Registration Rights Agreement, each of which are filed as exhibits to our
report on Form 8-K filed with the Securities and Exchange Commission on June
11, 2001.

   Conversion and Adjustments to Conversion Price. The notes are convertible at
the holder's option at any time into shares of our Series A common stock at
$4.3806 per share, which represents a ten percent premium to the weighted
average trading price of our shares on June 8, 2001. No holder may convert any
note to the extent such conversion would cause the holder, together with its
affiliates, to hold more than 9.99% of our then outstanding Series A common
stock, calculated in accordance with Section 16 of the Exchange Act, and
excluding shares issuable upon conversion of the principal amount of notes held
by the holder or its affiliates that remain outstanding. The conversion price
of the notes will be adjusted lower, based on a weighted average formula, if we
issue shares of our Series A common stock at a price per share below $4.3806,
other than issuances to employees, directors and consultants, in connection
with some mergers or acquisitions, or to suppliers, customers or strategic
partners. If we issue any warrants or convertible securities before June 8,
2003 that are exercisable or convertible at a price that varies, or may vary,
with the market price of our Series A common stock, the holders may have the
right to substitute this variable price for the conversion price of the notes.

   Maturity. The notes mature in July 2006, subject to extension in some
circumstances. At maturity, we may elect to either redeem the notes for cash
equal to the outstanding principal amount of the notes, or else convert the
remaining outstanding notes, in whole or in part, into Series A common stock
according to a conversion rate based on a five percent discount to the weighted
average trading price of our shares over the thirty trading day period
preceding the maturity date. No action will be required on the part of the
holders.

   Redemption. The notes may be redeemed by the holders on each anniversary of
the date of issuance of the notes, at the original issue price of the notes. We
may call the notes for redemption on the second, third and fourth anniversaries
of the date of issuance of the notes, at the original issue price of the notes.
We have the option to pay some, or all, of the redemption amount either in cash
or in registered shares of our Series A common stock. In order to preserve our
ability to use shares of our Series A common stock to pay the redemption
amount, we must comply with several conditions, including maintaining the
effectiveness of the registration statement of which this prospectus is a part
with respect to a sufficient number of shares, compliance with the continued
listing requirements of the Nasdaq National Market, timely delivery of shares
upon conversion of the notes, and compliance with other requirements under the
notes and the registration rights agreement. Any Series A common stock issued
to pay part or all of the redemption amount will be issued in eight equal
installments at a five percent discount to the weighted average trading price
of our shares over the ten trading day period preceding the issuance of each
installment.

   Seniority of the Notes. The notes are senior to our currently outstanding 4%
Convertible Subordinated Notes due 2006 and our Convertible Subordinated
Debentures due 2018. The notes will not be subordinated to any unsecured debt
that we issue, but do not restrict us from issuing additional unsecured debt,
or secured debt to the extent that we have sufficient assets to serve as
collateral.

   Security Interest. We granted the note holders a security interest in our
assets as collateral for our obligations under the notes. However, restricted
cash, rights under our backbone capacity agreement with AT&T, as amended, our
intellectual property rights, and specified other assets are not covered by
this security interest. The security interest does not restrict us from selling
or disposing of our assets, but the proceeds from the sale may become
collateral. This security interest is automatically subordinated to all other
security interests on our assets which exist or may be granted in the future,
other than with respect to our convertible subordinated notes and debentures.

   Voting Rights. The holders of the convertible notes do not have any voting
rights, except as otherwise required by law.

                                       27
<PAGE>

   Restrictions on Our Ability to Pay Dividends. The terms of the convertible
notes prohibit us from declaring or paying cash dividends or redeeming
securities so long as the notes remain outstanding.

   Amendment of the Notes. The notes may only be amended by the vote of holders
of notes representing two-thirds of the aggregate outstanding principal of the
notes.

   Acceleration and Default Provisions. If any of the following events occur,
we are required to provide notice to the holders within two business days, and
the holders may declare the notes immediately due and payable in cash at a
price equal to the greater of the original issue price of the notes or the
then-fair market value of the shares of Series A common stock issuable upon
conversion of the notes:

  .  The registration statement of which this prospectus is a part is not
     declared effective by the Securities and Exchange Commission before June
     8, 2002;

  .  Our Series A common stock is delisted or suspended from trading on the
     Nasdaq National Market for five consecutive trading days or more than
     ten trading days in any 365-day period;

  .  We fail to deliver shares within the required timeframes after delivery
     by holders of a conversion notice;

  .  We are unable to issue shares upon receipt of a conversion notice
     because the rules of the Nasdaq National Market prohibit the issuance;
     or

  .  We breach any of our representations or obligations under the notes,
     registration rights agreement or securities purchase agreement, and we
     fail to cure within 30 business days after notice of the breach.

   Additionally, the holders may declare the notes immediately due and payable
in cash at the original issuance price if:

  .  The registration statement of which this prospectus is a part is not
     declared effective by the Securities and Exchange Commission before
     March 5, 2002;

  .  We fail to pay the principal of the notes when due;

  .  We fail to comply with any material provision of the notes within 30
     days after receipt of notice of non-compliance;

  .  We default in paying any payment of at least $10 million under any other
     indebtedness;

  .  We file for bankruptcy protection or admit in writing that we are
     generally unable to pay our debts when due;

  .  A court enters a decree for relief against us in an involuntary
     bankruptcy proceeding; or

  .  There is an event of default under our 4% Convertible Subordinted Notes
     due 2006 or Convertible Subordinated Debentures due 2018.

   We are not required to provide periodic evidence as to the absence of a
default or as to compliance with the terms of our agreements with the note
holders.

   Effect of a Change of Control of Excite@Home. The holders of the notes may
redeem them for cash at the original issuance price upon a change of control of
Excite@Home, including a merger or sale of substantially all of our assets.
Upon any recapitalization, reorganization or merger in which the holders of
common stock receive securities, cash or assets and we are not the surviving
entity, our successor must substitute for the notes a security having similar
terms. If we are the surviving entity, we must provide for conversion of the
notes into the same consideration received by the holders of our Series A
common stock. Upon a merger or sale of substantially all of our assets where
the holders of Series A common stock do not receive publicly traded securities,
the holders have the right to immediately redeem the notes for cash equaling
135% of the original purchase price if the transaction occurs before June 8,
2002, 125% of the original

                                       28
<PAGE>

purchase price if the transaction occurs between June 8, 2002 and June 8, 2003,
and 100% of the original purchase price if the transaction occurs thereafter.

   Registration Rights. We are obligated to maintain the effectiveness of the
registration statement of which this prospectus is a part, with respect to a
sufficient number of shares to cover the conversion of the notes, until all
shares issuable upon conversion of the notes are eligible to be sold pursuant
to Rule 144(k) under the Securities Act. If we fail to maintain the
effectiveness of the registration statement of which this prospectus is a part,
we will be obligated to pay penalties to the note holders, in addition to the
acceleration consequences described above.

                                 LEGAL MATTERS

   Fenwick & West LLP, Palo Alto, California, will provide us with a legal
opinion as to the validity of the issuance of the shares of Series A common
stock offered with this prospectus.

                      WHERE YOU CAN FIND MORE INFORMATION

   We hereby incorporate into this prospectus by reference the following
documents:

  .  the registration statement on Form S-3 of which this prospectus is a
     part, and the documents filed as exhibits to the registration statement
     and incorporated into the registration statement by reference;

  .  our annual report on Form 10-K for the year ended December 31, 2000,
     filed on April 2, 2001, and the amendment to this annual report filed on
     April 30, 2001;

  .  all other reports filed under Section 13(a) or 15(d) of the Exchange Act
     since December 31, 2000, including: (1) our quarterly report on Form 10-
     Q for the quarter ended March 31, 2001, filed on March 15, 2001; and (2)
     our current reports on Form 8-K filed on April 19, 2001, June 11, 2001
     and June 21, 2001;

  .  the description of our Series A common stock contained in our
     registration statement on Form 8-A (File No. 000-22697), filed with the
     Commission on June 13, 1997; and

  .  all other information that we file with the Securities and Exchange
     Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
     Exchange Act after the date of this prospectus and before the
     termination of this offering.

   To the extent that any statement in this prospectus is inconsistent with any
statement that is incorporated by reference, the statement in this prospectus
shall control. Such inconsistent incorporated statement shall not be deemed,
except as modified or superceded, to constitute a part of this prospectus or
the registration statement.

   Because we are subject to the informational requirements of the Exchange
Act, we file reports and other information with the Commission. You may obtain
copies of this material from the Public Reference Room of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 at rates prescribed by the
Commission. The

                                       29
<PAGE>

public may obtain information on the operation of the Public Reference Room by
calling the Commission at 1-800-SEC-0330. Reports, proxy and information
statements and other information that we file electronically with the
Commission are available at the Commission's web site at http://www.sec.gov.

   We have filed with the Commission a registration statement on Form S-3 under
the Securities Act with respect to the Series A common stock offered with this
prospectus. This prospectus does not contain all of the information in the
registration statement, parts of which we have omitted, as allowed under the
rules and regulations of the Commission. You should refer to the registration
statement for further information with respect to us and our Series A common
stock. Statements contained in this prospectus as to the contents of any
contract or other document are not necessarily complete and, in each instance,
we refer you to the copy of each contract or document filed as an exhibit to
the registration statement.

   We will furnish without charge to each person to whom a copy of this
prospectus is delivered, upon written or oral request, a copy of the
information that has been incorporated into this prospectus by reference
(except exhibits, unless they are specifically incorporated by reference into
this prospectus). You should direct any requests for copies to At Home
Corporation, 450 Broadway Street, Redwood City, California 94063, Attention:
General Counsel, telephone: (650) 556-5000.


                                       30
<PAGE>

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

                                 [LOGO TO COME]
                              [LOGO APPEARS HERE]

                              At Home Corporation

                              51,869,286 Shares of
                             Series A Common Stock

                           -------------------------
                                   PROSPECTUS

                                  July  , 2001

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

   You should rely only on the information contained in or incorporated by
reference into this prospectus. We have not authorized anyone to provide you
with different information. The selling stockholders are offering to sell, and
seeking offers to buy, shares of common stock only in jurisdictions where
offers and sales are permitted. The information contained in this prospectus is
accurate only as of the date of this prospectus, regardless of the time of
delivery of this prospectus or of any sale of common stock.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. Other Expenses of Issuance and Distribution.

   The following table sets forth the various expenses payable by the
Registrant in connection with the sale and distribution of the shares being
registered hereby. Normal commission expenses and brokerage fees are payable
individually by the selling stockholders. All amounts are estimated except the
Securities and Exchange Commission registration fee.

<TABLE>
<S>                                                                     <C>
Securities and Exchange Commission registration fee.................... $27,427
Accounting fees and expenses...........................................  10,000
Legal fees and expenses................................................  20,000
Printer and miscellaneous fees and expenses............................   7,573
                                                                        -------
  Total................................................................ $65,000
                                                                        =======
</TABLE>

ITEM 15. Indemnification of Directors and Officers.

   Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's board of directors to grant, indemnity to directors
and executive officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities, including
reimbursement for expenses incurred arising under the Securities Act.

   As permitted by the Delaware General Corporation Law, the Registrant's
certificate of incorporation includes a provision that eliminates the personal
liability of its directors to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability:

  .  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 that involve intentional
     misconduct or a knowing violation of law;

  .  under Section 174 of the Delaware General Corporation Law; and

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

   As permitted by the Delaware General Corporation Law, the Registrant's
certificate of incorporation, as amended, further provides:

  .  for mandatory indemnification, to the fullest extent permitted by
     applicable law, for any person who is or was a director or officer, or
     is or was serving at the request of the Registrant as a director,
     officer, employee or agent of another corporation or of a partnership,
     joint venture, trust, enterprise or nonprofit entity, including service
     with respect to employee benefit plans, against all liability and loss
     suffered and expenses (including attorneys' fees) reasonably incurred by
     this person;

  .  that the Registrant's obligation to indemnify any person who was or is
     serving at the Registrant's request as a director, officer, employee or
     agent of another corporation, partnership, joint venture, trust,
     enterprise or nonprofit entity must be reduced by any amount the person
     may collect as indemnification from the other corporation, partnership,
     joint venture, trust, enterprise or nonprofit entity;

  .  that the Registrant must advance to all indemnified parties the expenses
     (including attorneys' fees) incurred in defending any proceeding
     provided that indemnified parties (if they are directors or officers)
     must provide the Registrant an undertaking to repay the advances if
     indemnification is determined to be unavailable;

                                      II-1
<PAGE>

  .  that the rights conferred in the certificate of incorporation are not
     exclusive; and

  .  that the Registrant may not retroactively amend the certification of
     incorporation provisions relating to indemnity.

   The Registrant entered into indemnity agreements with its current directors
and executive officers to give such directors and executive officers additional
contractual assurances regarding the scope of the indemnification set forth in
its certificate of incorporation and to provide additional procedural
protections. The indemnification provision in the Registrant's certificate of
incorporation and in these indemnification agreements may be sufficiently broad
to permit indemnification of its directors and officers for liabilities arising
under the Securities Act. The Registrant has also obtained directors' and
officers' liability insurance that includes coverage for securities matters.

   The Registrant has also entered into various merger agreements and related
registration rights agreements in connection with its acquisitions of and
mergers with various companies, and purchase agreements and related
registration rights agreements in connection with its issuances of convertible
notes and debentures, under which the parties to those agreements have agreed
to indemnify the Registrant and its directors, officers, employees and
controlling persons against specified liabilities, including liabilities
arising under the Securities Act, the Exchange Act or other federal or state
laws.

   See also the undertakings set out in response to Item 9.

   Reference is made to the following documents regarding relevant
indemnification provisions described above and elsewhere herein:

<TABLE>
<CAPTION>
                                     Document
                                     --------
 <C> <S>
 1.   Certificate of Amendment to Fifth Amended and Restated Certificate of
      Incorporation (see Exhibit 4.02).

 2.   Registration Rights Agreement, dated as of June 8, 2001, by and among
      the Registrant and holders of the $100 million principal amount
      convertible notes (see Exhibit 4.06).

 3.   Form of Indemnification Agreement entered into between the Registrant
      and each of its directors and executive officers (incorporated by
      reference to Exhibit 10.09 to the Registrant's registration statement
      on Form S-1 (File No. 333-27323) declared effective by the Commission
      on July 11, 1997).
</TABLE>

                                      II-2
<PAGE>

ITEM 16. Exhibits.

   The following exhibits are filed with this registration statement or
incorporated into this registration statement by reference:

<TABLE>
<CAPTION>
                                          Incorporated by Reference
                                       -------------------------------
 Exhibit                                                       Filing   Filed
 Number      Exhibit Description       Form File No.  Exhibit   Date   Herewith
 -------     -------------------       ---- --------- ------- -------- --------
 <C>     <S>                           <C>  <C>       <C>     <C>      <C>
  4.01    The Registrant's Fifth       S-8  333-79883  4.01   06/03/99
          Amended and Restated
          Certificate of
          Incorporation, filed with
          the Delaware Secretary of
          State on May 28, 1999.

  4.02    Certificate of Amendment     S-8  333-44780  4.02   08/30/00
          to the Registrant's Fifth
          Amended and Restated
          Certificate of
          Incorporation, filed with
          the Delaware Secretary of
          State on August 28, 2000.

  4.03    The Registrant's Third       S-3  333-43156  4.03   09/25/00
          Amended and Restated
          Bylaws, as adopted on
          August 28, 2000.

  4.04    Form of certificate of       S-1  333-27323  4.05   07/08/97
          the Registrant's Series A
          common stock.

  4.05    Form of Convertible Note     8-K             4.01   06/11/01
          issued by the Registrant
          pursuant to the
          Securities Purchase
          Agreement dated June 8,
          2001.

  4.06    Registration Rights          8-K             4.02   06/11/01
          Agreement, dated as of
          June 8, 2001, among the
          Registrant and the
          "Buyers" indicated
          therein.

  5.01    Opinion of Fenwick & West
          LLP regarding the
          legality of the shares
          being registered.                                                X

 23.01    Consent of Fenwick & West
          LLP (included in Exhibit
          5.01).                                                           X

 24.01    Power of Attorney (see
          page II-5).                                                      X
</TABLE>

ITEM 17. Undertakings.

   The 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:

    (a) to include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933;

    (b) to reflect in the prospectus any facts or events arising after the
        effective date of the 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 the registration statement; and

    (c) to include any material information with respect to the plan of
        distribution not previously disclosed in the registration statement
        or any material change to the information in the registration
        statement;

                                      II-3
<PAGE>

      provided, however, that paragraphs (1)(a) and (1)(b) above do not apply
      if the information required to be included in a post-effective
      amendment by those paragraphs is contained in periodic reports filed
      with or furnished to the Commission by Registrant pursuant to Section
      13 or Section 15(d) of the Exchange Act of 1934 that are incorporated
      by reference in the registration statement.

  (2) That, for the purpose of determining any liability under the Securities
      Act of 1933, each post-effective amendment shall be deemed to be a new
      registration statement relating to the securities offered in the
      registration statement, and the offering of the securities at that time
      shall be deemed to be the initial bona fide offering of those
      securities.

  (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 offering.

  (4) That, for the purpose of determining any liability under the Securities
      Act of 1933, each filing of the Registrant's annual report pursuant to
      Section 13(a) or Section 15(d) of the Exchange Act of 1934 that is
      incorporated by reference in the registration statement shall be deemed
      to be a new registration statement relating to the securities offered
      in the registration statement, and the offering of the securities at
      that time shall be deemed to be the initial bona fide offering of those
      securities.

   Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission this indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. If a claim for indemnification against these 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 the director, officer or
controlling person in connection with the securities being registered under
this registration statement, 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 indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of this issue.

                                      II-4
<PAGE>

                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant,
At Home Corporation, certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Redwood City, State of California, on this 23rd
day of July, 2001.

                                          AT HOME CORPORATION

                                             /s/ Patti S. Hart
                                          By: _________________________________
                                             Patti S. Hart
                                             Chairman of the Board
                                             and Chief Executive Officer

                               POWER OF ATTORNEY

   Each individual whose signature appears below constitutes and appoints Patti
S. Hart and Megan Waters Pearson, and each of them, his or her true and lawful
attorneys-in-fact and agents, each with the full power of substitution, for him
and in his 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 sign any registration statement for the same offering covered
by this registration statement that is to be effective upon filing pursuant to
Rule 415 promulgated under the Securities Act of 1933, and all post-effective
amendments thereto, and to file the same, with all exhibits thereto and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or his or their
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
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
              Signature                          Title                   Date
              ---------                          -----                   ----

<S>                                    <C>                        <C>
Principal Executive Officer:

         /s/ Patti S. Hart             Chairman of the Board         July 23, 2001
______________________________________ and Chief Executive
            Patti S. Hart              Officer

Principal Financial and Accounting
 Officer:

       /s/ Mark A. McEachen            Executive Vice President      July 23, 2001
______________________________________ and Chief Financial
           Mark A. McEachen            Officer
</TABLE>

                                      II-5
<PAGE>

<TABLE>
<CAPTION>
              Signature                          Title                       Date
              ---------                          -----                       ----

<S>                                    <C>                        <C>
Additional Directors:

                                       Vice Chairman of the Board
______________________________________
        William R. Hearst III

    /s/ C. Michael Armstrong           Director                         July 23, 2001
______________________________________
         C. Michael Armstrong

                                       Director
______________________________________
           Matthew J. Hart

         /s/ Frank Ianna               Director                         July 23, 2001
______________________________________
             Frank Ianna

         /s/ David C. Nagel            Director                         July 23, 2001
______________________________________
            David C. Nagel

                                       Director
______________________________________

      /s/ John C. Petrillo             Director                         July 23, 2001
______________________________________
           John C. Petrillo

                                       Director
______________________________________
           Edward S. Rogers

      /s/ Daniel E. Somers             Director                         July 23, 2001
______________________________________
           Daniel E. Somers
</TABLE>

                                      II-6
<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
                                        Incorporated by Reference
 Exhibit                            ----------------------------------  Filed
 Number     Exhibit Description     Form File No.  Exhibit Filing Date Herewith
 -------    -------------------     ---- --------- ------- ----------- --------
 <C>     <S>                        <C>  <C>       <C>     <C>         <C>
  4.01   The Registrant's Fifth     S-8  333-79883  4.01    06/03/99
         Amended and Restated
         Certificate of
         Incorporation, filed
         with the Delaware
         Secretary of State on
         May 28, 1999.

  4.02   Certificate of Amendment   S-8  333-44780  4.02    08/30/00
         to the Registrant's
         Fifth Amended and
         Restated Certificate of
         Incorporation, filed
         with the Delaware
         Secretary of State on
         August 28, 2000.

  4.03   The Registrant's Third     S-3  333-43156  4.03    09/25/00
         Amended and Restated
         Bylaws, as adopted on
         August 28, 2000.

  4.04   Form of certificate of     S-1  333-27323  4.05    07/08/97
         the Registrant's Series
         A common stock.

  4.05   Form of Convertible Note   8-K             4.01    06/11/01
         issued by the Registrant
         pursuant to the
         Securities Purchase
         Agreement dated June 8,
         2001.

  4.06   Registration Rights        8-K             4.02    06/11/01
         Agreement, dated as of
         June 8, 2001, among the
         Registrant and the
         "Buyers" indicated
         therein.

  5.01   Opinion of Fenwick &                                              X
         West LLP regarding the
         legality of the shares
         being registered.

 23.01   Consent of Fenwick &                                              X
         West LLP (included in
         Exhibit 5.01).

 24.01   Power of Attorney (see                                            X
         page II-5).
</TABLE>
- --------

OPINION OF FENWICK |||AND||| WEST LLP

<PAGE>

                                                                    EXHIBIT 5.01

                                 July 20, 2001

At Home Corporation
450 Broadway Street
Redwood City, California 94063

Ladies and Gentlemen:

   At your request, we have examined the Registration Statement on Form S-3
(the "Registration Statement") to be filed by At Home Corporation, a Delaware
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") on or about July 23, 2001 in connection with the registration
under the Securities Act of 1933, as amended, of an aggregate 51,869,286 shares
of the Company's Series A Common Stock (the "Shares"), of which (1) 1,869,286
shares (the "Merger Shares") were issued by the Company in connection with its
acquisitions of DataInsight, Inc., a Colorado corporation ("DataInsight"), Join
Systems, Inc., a California corporation ("Join"), and Kendara, Inc., a Delaware
corporation ("Kendara"), and (2) 50,000,000 shares (the "Financing Shares")
have been reserved for future issuance upon conversion of the convertible notes
sold pursuant to a Securities Purchase Agreement dated June 8, 2001. The Shares
may be sold on a delayed or continuous basis, as set forth in the Registration
Statement and associated prospectuses and prospectus supplements, only by
certain selling securityholders named in the Registration Statement and the
associated prospectuses and prospectus supplements (the "Selling
Stockholders").

   In rendering this opinion, we have examined the following:

  (1) the Company's Fifth Amended and Restated Certificate of Incorporation
      filed with the Delaware Secretary of State on May 28, 1999, the
      Certificate of Amendment to the Fifth Amended and Restated Certificate
      of Incorporation filed with the Delaware Secretary of State on August
      28, 2000;

  (2) the Company's Third Amended and Restated Bylaws, amended as of August
      28, 2000;

  (3) resolutions adopted by the Company's board of directors at a meeting
      held on January 13, 2000, approving the Company's acquisition of
      Kendara, the filing of the Registration Statement and the sale and
      issuance of certain of the Merger Shares;

  (4) resolutions adopted by the Company's board of directors at a meeting
      held on January 13, 2000, an action by written consent of the Company's
      board of directors dated June 27, 2000 and an action by written consent
      of a special committee of the board of directors dated July 14, 2000,
      approving the Company's acquisitions of DataInsight and Join, approving
      the filing of the Registration Statement and the sale and issuance of
      the remaining Merger Shares;

  (5) resolutions adopted by the Company's board of directors at a meeting
      held on June 6, 2001, approving the issuance of $100,000,000 in
      convertible notes pursuant to a Securities Purchase Agreement dated
      June 8, 2001, the filing of the Registration Statement and the issuance
      of the Financing Shares upon conversion of the convertible notes;

  (6) the Registration Statement, together with the exhibits filed as a part
      thereof;

  (7) the prospectus prepared in connection with the Registration Statement
      (the "Prospectus");

  (8) a certificate from the Company's transfer agent of even date herewith
      verifying the number of the Company's issued and outstanding shares of
      capital stock as of the date hereof, and a summary report of currently
      outstanding options and warrants to purchase the Company's capital
      stock, and shares reserved for issuance upon exercise of options and
      warrants to be granted in the future, that was prepared by the Company
      and dated of even date herewith;

                                       1
<PAGE>

   (9)  the Agreement and Plan of Merger dated July 14, 2000 and Amendment
        No.1 to Agreement and Plan of Merger dated April 13, 2001 between the
        Company and DataInsight;

  (10) the Articles of Merger filed with the Secretary of State of the State
       of Colorado on July 14, 2000 to effect the DataInsight merger;

  (11) the Agreement and Plan of Merger dated July 14, 2000 between the
       Company and Join;

  (12) the Certificate of Merger filed with the Secretary of State of the
       State of California on July 14, 2000 to effect the Join merger;

  (13) the Agreement and Plan of Reorganization dated February 2, 2000,
       between the Company and Kendara;

  (14) the Certificate of Merger filed with the Secretary of State of the
       State of Delaware on February 2, 2000 to effect the Kendara merger;

  (15) the Securities Purchase Agreement (the "Purchase Agreement"), dated as
       of June 8, 2001, by and among the Company and HFTP Investment L.L.C.,
       Gaia Offshore Master Fund, Ltd. and Leonardo, L.P. and the related
       convertible notes;

  (16) a Selling Stockholder's Questionnaire completed and executed by each
       Selling Stockholder; and

  (17) a Management Certificate addressed to us and dated of even date
       herewith executed by the Company containing certain factual and other
       representations.

   In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity and completeness of all documents
submitted to us as originals, the conformity to originals and completeness of
all documents submitted to us as copies, the legal capacity of all persons and
entities executing the same, the lack of any undisclosed termination,
modification, waiver or amendment to any document reviewed by us and the due
authorization, execution and delivery of all documents where due authorization,
execution and delivery are prerequisites to the effectiveness thereof. We have
also assumed that the certificates representing the Shares will be, when
issued, properly signed by authorized officers of the Company or their agents.

   As to matters of fact relevant to this opinion, we have relied solely upon
our examination of the documents referred to above and have assumed the current
accuracy and completeness of the information obtained from records and
documents referred to above. We have made no independent investigation or other
attempt to verify the accuracy of any of such information or to determine the
existence or non-existence of any other factual matters; however, we are not
aware of any facts that would cause us to believe that the opinion expressed
herein is not accurate.

   We are admitted to practice law in the State of California, and we render
this opinion only with respect to, and express no opinion herein concerning the
application or effect of the laws of any jurisdiction other than, the existing
laws of the United States of America, of the State of California and, with
respect to the validity of corporate action and the requirements for the
issuance of stock, of the State of Delaware.

   In connection with our opinion expressed below, we have assumed that, at or
prior to the time of the delivery of the Shares, the Registration Statement
will have been declared effective under the Securities Act of 1933, as amended,
that the registration will apply to such Shares and will not have been modified
or rescinded and that there will not have occurred any change in law affecting
the validity or enforceability of the Shares.

   The Company has informed us that the Selling Stockholders may offer and sell
the Shares from time to time on a delayed or continuous basis. This opinion is
limited to the laws, including the rules and regulations, as in effect on the
date hereof. We undertake no responsibility to monitor the Company's or the
Selling Stockholder's future compliance with applicable laws, rules or
regulations of the Commission or other

                                       2
<PAGE>

governmental body. We also assume the Company will timely file any and all
supplements to the Registration Statement and Prospectus as are necessary to
comply with applicable laws in effect from time to time.

   Based upon the foregoing, it is our opinion that the 51,869,286 Shares to be
offered and sold by the Selling Stockholders when issued, sold and delivered in
the manner and for the consideration stated in the Registration Statement and
the Prospectus, and, with respect to the Financing Shares, in the manner and
for the consideration stated in the Purchase Agreement and related convertible
notes, will be validly issued, fully paid and nonassessable.

   We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement, the Prospectus constituting a part thereof and any
amendments thereto. This opinion speaks only as of its date and we assume no
obligation to update this opinion should circumstances change after the date
hereof. This opinion is intended solely for use in connection with the offer
and sale of the Shares and is not to be relied upon for any other purpose.

                                          Very truly yours,

                                          FENWICK & WEST LLP

                                          By: /s/ Gordon K. Davidson
                                             __________________________________
                                             Gordon K. Davidson, a partner

                                       3
Space
Issues Laws Cases Pro Articles Firms Entities
Issues Laws Cases Pro Articles Firms Entities
 
PlainSite
Sign Up
Need Password Help?