PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3) (TO PROSPECTUS DATED FEBRUARY 13, 2001) Registration No: 333-50760 10,000,000 SHARES JUNO ONLINE SERVICES, INC. COMMON STOCK ---------------------------------------------------------- The purpose of this prospectus supplement is to provide supplemental information regarding Juno Online Services, Inc. in connection with the offering of shares of its common stock by The Kingston Limited Partnership as described in Juno's prospectus dated February 13, 2001. You should read this prospectus supplement and the related prospectus carefully before you invest. Both documents contain information you should consider when making your investment decision. ----------------------------------------------------------- On February 7, 2001, Juno Online Services, Inc. delivered a drawdown notice to The Kingston Limited Partnership in accordance with the terms of the common stock investment agreement to which each of Juno and Kingston is a party and, as a result, a purchase period commenced on February 8, 2001 and is expected to terminate on March 12, 2001. On February 14, 2001, Kingston and Juno agreed to a mutual waiver under the common stock investment agreement. The mutual waiver will be effective only for purchases and sales occurring during the portion of the current purchase period on or after February 15, 2001. Pursuant to the mutual waiver, Juno and Kingston have agreed that, notwithstanding any provision of the common stock investment agreement, the floor price and the company designated minimum price for the current purchase period will be equal to $1.50. As a result of this mutual waiver, sales to Kingston under the common stock investment agreement during the portion of this purchase period on or after February 15, 2001 may occur at prices as low as $1.50 per share. Accordingly, during this purchase period, Kingston will generally not be required to purchase shares of our common stock on a given day if our volume-weighted average stock price during such day is less than $1.60 per share. Absent the mutual waiver, Kingston would not be obligated to purchase shares of our common stock on trading days during which our volume-weighted average stock price were less than $2.66 per share. ----------------------------------------------------------- THE DATE OF THIS PROSPECTUS SUPPLEMENT IS FEBRUARY 14, 2001.