content: <PAGE>   1
  As filed with the Securities and Exchange Commission on April 28, 1999.
                                                    Registration No. 333-________
  ===============================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                  ---------------
  
                                      FORM S-8
                          REGISTRATION STATEMENT UNDER THE
                               SECURITIES ACT OF 1933
  
                                  ---------------
  
                               INTERNET AMERICA, INC.
               (Exact name of registrant as specified in its charter)
  
               Texas                                       86-0778979
  (State or other jurisdiction of          (I.R.S. employer identification number)
  incorporation or organization)
  
                                 One Dallas Centre
                            350 N. St. Paul, Suite 3000
                                Dallas, Texas 75201
                      (Address of principal executive offices)
  
                                  ---------------
  
                               INTERNET AMERICA, INC.
                            EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the Plan)
  
                                  ---------------
  
                                 MICHAEL T. MAPLES
                                 One Dallas Centre
                            350 N. St. Paul, Suite 3000
                                Dallas, Texas 75201
            (Name and address of agent for service of agent for service)
  
                                   (214) 861-2500
                      (Telephone number, including area code,
                               of agent for service)
  
                                  ----------------
  
                                      COPY TO:
                                 RICHARD F. DAHLSON
                               Jackson Walker L.L.P.
                                  901 Main Street
                                     Suite 6000
                                Dallas, Texas 75202
  
                          CALCULATION OF REGISTRATION FEE
  ===============================================================================
  <TABLE>
  <CAPTION>
                                                                   Proposed              Proposed
                 Title of                       Amount              Maximum               Maximum            Amount of
                Securities                       to be          Offering Price           Aggregate          Registration
             to be Registered               Registered (1)       Per Share (2)      Offering Price (2)        Fee (2)
  -------------------------------------------------------------------------------------------------------------------------
  <S>                                       <C>                  <C>                <C>                     <C>      
  Common Stock, $0.01 par value             200,000 shares          $27.25              $5,450,000           $1,515.10
  =========================================================================================================================
  </TABLE>
  
  
  (1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
           this registration statement also covers an indeterminate amount of
           interests to be offered or sold pursuant to the employee benefit plan
           described herein.
  
  (2)      Estimated solely for the purpose of calculating the registration fee.
           Pursuant to Rule 457(c) and 457(h), the offering price and
           registration fee are computed on the basis of the average of the high
           and low prices of the Common Stock on the National Association of
           Securities Dealers Automated Quotation National Market System on April
           23, 1999.
  
  
  
  <PAGE>   2
  
  
  
  PROSPECTUS
  
                               INTERNET AMERICA, INC.
  
                           200,000 SHARES OF COMMON STOCK
  
           This Prospectus relates to the offer and sale of up to 200,000 shares
  (the "Shares") of common stock, par value $0.01 per share (the "Common Stock")
  of Internet America, Inc. (the "Company"), issued pursuant to the provisions of
  the Internet America, Inc. Employee Stock Purchase Plan (the "Plan").
  
           The Shares may be sold from time to time by certain officers,
  directors and employees of the Company (the "Selling Shareholders") or by their
  permitted transferees. The Common Stock is quoted through the National
  Association of Securities Dealers Automated Quotation National Market System
  (the "Nasdaq/NMS") under the symbol "GEEK" and may be sold from time to time by
  the Selling Shareholders either directly in private transactions, or through
  one or more brokers or dealers on the Nasdaq/NMS, or any other over-the-counter
  market or exchange on which the Common Stock is quoted or listed for trading,
  at such prices and upon such terms as may be obtainable. On April 23, 1999, the
  last reported sale price of the Common Stock, as reported on the Nasdaq/NMS,
  was $27.38.
  
           Upon any sale of the Common Stock offered hereby, the Selling
  Shareholders and participating agents, brokers, dealers or marketmakers may be
  deemed to be underwriters as that term is defined in the Securities Act of
  1933, as amended (the "Securities Act"), and commissions or discounts or any
  profit realized on the resale of such securities purchased by them may be
  deemed to be underwriting commissions or discounts under the Securities Act.
  See "Plan of Distribution." The Company will not receive any of the proceeds
  from the sales by the Selling Shareholders.
  
           No underwriter is being utilized in connection with this offering. The
  Company will pay all expenses incurred within this offering. The expenses
  incurred in connection with the offering are estimated to be approximately
  $5,000.
  
                                 -----------------
  
           THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
  SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
  THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
  PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO
  THE CONTRARY IS A CRIMINAL OFFENSE.
  
                   The date of this Prospectus is April 27, 1999.
  
                                                           
  
  <PAGE>   3
  
  
  
                               AVAILABLE INFORMATION
  
           The Company is subject to the informational requirements of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
  accordance therewith, files reports, proxy statements and other information
  with the Securities and Exchange Commission (the "Commission"). Such reports,
  proxy statements and other information filed by the Company with the Commission
  can be inspected and copied at the public reference facilities maintained by
  the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
  Washington, D.C. 20549; at the Commission's Chicago Regional office located at
  Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
  Illinois 60661-2511; and at the Commission's New York Regional office located
  at 7 World Trade Center, Room 1300, New York, New York 10048. Copies of such
  material may also be obtained at prescribed rates from the Public Reference
  Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room
  1024, Washington, D.C. 20549. Additionally, the Commission maintains a website
  (http://www.sec.gov) that contains reports, proxy statements and information
  statements and other information regarding registrants that file electronically
  with the Commission. The Common Stock is listed on the Nasdaq/NMS. Reports,
  proxy statements and other information concerning the Company can be inspected
  at the offices of the Nasdaq/NMS.
  
           The Company has filed with the Commission in Washington, D.C., a
  Registration Statement on Form S-8 (the "Registration Statement") in connection
  with the offer and sale of the Common Stock offered hereby under the Securities
  Act. This Prospectus does not contain all of the information set forth or
  incorporated by reference in the Registration Statement and the exhibits
  thereto. For further information with respect to the Company and the Common
  Stock, reference is made to the Registration Statement and the exhibits
  thereto. Copies of the Registration Statement are available from the
  Commission. Statements contained in this Prospectus concerning the provisions
  of documents filed with the Registration Statement are necessarily summaries of
  such documents, and each statement is qualified in its entirety by reference to
  the copy of the applicable document filed with the Commission.
  
           The Company's principal executive offices are located at One Dallas
  Centre, 350 N. St. Paul, Suite 3000, Dallas, Texas 75201 and its telephone
  number is (214) 861-2500.
  
                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
           The following documents, which have been filed with the Commission by
  the Company, are incorporated herein by reference and made a part hereof:
  
           (i) Prospectus dated December 9, 1998 and filed with the Commission
           pursuant to Rule 424(b) on December 10, 1998 (the "424(b)
           Prospectus");
  
           (ii) All other reports filed with the Commission pursuant to Section
           13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
           "Exchange Act"), since the end of the fiscal year covered by the
           424(b) Prospectus; and
  
  
                                         2
  
  <PAGE>   4
  
  
  
           (iii) Description of the Common Stock contained in the Company's
           Registration Statement on Form SB-2 (No. 333-59527) and Registration
           Statement on Form 8-A (No. 000-25147), effective as of December 9,
           1998.
  
           All documents filed by the Company pursuant to Sections 13(a), 13(c),
  14 and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
  prior to the termination of the offering of the Common Stock to be made
  hereunder shall be deemed to be incorporated by reference herein and to be a
  part hereof from the date of filing of such documents. Any statement contained
  in a document incorporated or deemed to be incorporated by reference herein
  shall be deemed to be modified or superseded for purposes of this Prospectus to
  the extent that a statement contained herein or in any other subsequently filed
  document which also is or is deemed to be incorporated by reference herein
  modifies or supersedes such statement. Any such statement so modified or
  superseded shall not be deemed, except as so modified or superseded, to
  constitute a part of this Prospectus.
  
           The Company will provide, without charge, to each person to whom a
  copy of this Prospectus is delivered, upon the written or oral request of such
  person, a copy of any or all of the documents incorporated herein by reference
  (other than exhibits to such documents unless such exhibits are specifically
  incorporated by reference into the information that this Prospectus
  incorporates). Written or telephone requests for such documents should be
  directed to James T. Chaney, One Dallas Centre, 350 N. St. Paul, Suite 3000,
  Dallas, Texas 75201, telephone number (214) 861-2500.
  
                                SELLING SHAREHOLDERS
  
           Information relating to the Selling Shareholders will be provided by a
  supplement to this Prospectus.
  
                                  USE OF PROCEEDS
  
           The Company will not receive any proceeds from the sale of the Common
  Stock hereby.
  
  
                                PLAN OF DISTRIBUTION
  
           The Shares may be sold from time to time by any of the Selling
  Shareholders, or permitted transferees. The Shares may be disposed of from time
  to time in one or more transactions through any one or more of the following:
  (i) to purchasers directly, (ii) in ordinary brokerage transactions and
  transactions in which the broker solicits purchasers, (iii) through underwriters
  or dealers who may receive compensation in the form of underwriting discounts,
  concessions or commissions from the Selling Shareholders or such permitted
  transferees or from the purchasers of the Shares for whom they may act as agent,
  (iv) the writing of options on the Shares, (v) the pledge of the Shares as
  security for any loan or obligation, including pledges to brokers or dealers who
  may, from time to time, themselves effect distributions of the Shares or
  interests therein, (vi) purchases by a broker or dealer as principal and resale
  by such broker or dealer for its own account pursuant to this Prospectus, (vii)
  a block trade in which the broker or dealer so engaged will attempt to sell the
  
                                         3
  
  <PAGE>   5
  
  
  
  Shares as agent but may position and resell a portion of the block as principal
  to facilitate the transaction and (viii) an exchange distribution in accordance
  with the rules of such exchange, including the Nasdaq/NMS, or in transactions
  in the over the counter market. Such sales may be made at prices and at terms
  then prevailing or at prices related to the then current market price or at
  negotiated prices and terms. In effecting sales, brokers or dealers may arrange
  for other brokers or dealers to participate. The Selling Shareholders or such
  successors in interest, and any underwriters, brokers, dealers or agents that
  participate in the distribution of the Shares, may be deemed to be
  "underwriters" within the meaning of the Securities Act, and any profit on the
  sale of the Shares by them and any discounts, commissions or concessions
  received by any such underwriters, brokers, dealers or agents may be deemed to
  be underwriting commissions or discounts under the Securities Act.
  
           The Company will pay all expenses incident to the offering and sale of
  the Shares to the public and all underwriting discounts or commissions,
  brokers' fees and the fees and expenses of any counsel to the Selling
  Shareholders related thereto.
  
           In the event of a material change in the plan of distribution
  disclosed in this Prospectus, the Selling Shareholders will not be able to
  effect transactions in the Shares pursuant to this Prospectus until such time
  as a post-effective amendment to the Registration Statement is filed with, and
  declared effective by, the Commission.
  
  
                                   LEGAL MATTERS
  
           Certain legal matters in connection with the Common Stock offered
  hereby have been passed upon for the Company by Jackson Walker L.L.P., 901 Main
  Street, Suite 6000, Dallas, Texas 75202.
  
  
                                      EXPERTS
  
           The financial statements as of June 30, 1997 and 1998 and for each of
  the three years in the period then ended, incorporated in this prospectus by
  reference from the Company's Registration Statement on Form SB-2 (No.
  333-59527) have been audited by Deloitte & Touche, independent auditors, as
  stated in their report, which is incorporated herein by reference, and have
  been so incorporated in reliance upon the report of such firm given upon their
  authority as experts in accounting and auditing.
  
  
                                  INDEMNIFICATION
  
           The Articles of Incorporation of the Company provide that to the
  fullest extent permitted by applicable law, a director of the Company will not
  be liable to the Company or its shareholders for monetary damages for an act or
  omission in the director's capacity as a director.
  
  
                                         4
  
  <PAGE>   6
  
  
  
           The Texas Business Corporation Act ("TBCA") permits the
  indemnification of directors, employees, officers and agents to Texas
  corporations. The Company's Articles and Bylaws provide that the Company shall
  indemnify any person to the fullest extent permitted by law. Under the TBCA, an
  officer or director may be indemnified if he acted in good faith and reasonably
  believed that his conduct (i) was in the best interests of the Company if he
  acted in his official capacity or (ii) was not opposed to the best interests of
  the Company in all other cases. In addition, the indemnitee may not have
  reasonable cause to believe that his conduct was unlawful in the case of a
  criminal proceeding. In any case, the indemnitee may not have been found liable
  to the Company for improperly receiving a personal benefit or for willful or
  intentional misconduct in the performance of his duty to the Company. The
  Company (i) must indemnify an officer or director for reasonable expenses if he
  is successful, (ii) may indemnify an officer or director for such reasonable
  expenses unless he was found liable for willful or intentional misconduct in
  the performance of his duty to the Company and (iii) may advance reasonable
  defense expenses if the officer or director undertakes to reimburse the Company
  if he is later found not to satisfy the standard for indemnification expenses.
  Insofar as indemnification for liabilities arising under the Securities Act may
  be permitted to directors, officers and controlling persons of the Company
  pursuant to the foregoing provisions, or otherwise, the Company has been
  advised that in the opinion of the Securities and Exchange Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. This provision in the Articles does not eliminate
  the duty of care, and in appropriate circumstances equitable remedies such as
  an injunction or other forms of nonmonetary relief would remain available under
  Texas law. This provision also does not affect a director's responsibilities
  under any other laws, such as the federal securities laws or state or federal
  environmental laws.
  
                                         5
  
  <PAGE>   7
  
  
  No person has been authorized to give any information or to make any
  representations other than those contained in this Prospectus, and if given or
  made, such information or representations must not be relied upon. This
  Prospectus does not constitute an offer to sell or a solicitation to buy any
  securities other than registered securities to which it relates, or an offer to
  or a solicitation of any person in any jurisdiction where such offer or
  solicitation would be unlawful. The delivery of this Prospectus at any time does
  not imply that the information herein is correct as of any time subsequent to
  its date.
  
                                 TABLE OF CONTENTS
  
  <TABLE>
  <CAPTION>
                                                  Page
                                                  ----
  <S>                                              <C>
  Available Information.............................2
  Incorporation of Certain Documents
     by Reference...................................2
  Selling Shareholders..............................3
  Use of Proceeds...................................3
  Plan of Distribution..............................3
  Legal Matters.....................................4
  Experts...........................................4
  Indemnification...................................4
  </TABLE>
  
  
  -----------------------------------------------------
  
  
  
                                   200,000 Shares
  
                                    Common Stock
  
  
  
  
  
  
  
  
  
                               INTERNET AMERICA, INC.
  
  
  
  
  
  
  
  
  
                                   April 27, 1999
  
  
  
  
                                         6
  
  <PAGE>   8
  
  
  
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents, which have been filed with the Commission by
  Internet America, Inc. (the "Company"), are incorporated herein by reference
  and made a part hereof:
  
           (i) Prospectus dated December 9, 1998 and filed with the Commission
           pursuant to Rule 424(b) on December 10, 1998 (the "424(b)
           Prospectus");
  
           (ii) All other reports filed with the Commission pursuant to Section
           13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
           "Exchange Act"), since the end of the fiscal year covered by the
           424(b) Prospectus; and
  
           (iii) Description of the Common Stock contained in the Company's
           Registration Statement on Form SB-2 (No. 333-59527) and Registration
           Statement on Form 8-A (No. 000-25147), effective as of December 9,
           1998.
  
           All documents filed by the Company pursuant to Sections 13(a), 13(c),
  14 and 15(d) of the Exchange Act subsequent to the date of this Registration
  Statement and prior to the filing of a post-effective amendment that indicates
  that all of the Common Stock offered hereunder has been sold or which
  deregisters all of such Common Stock then remaining unsold, shall be deemed to
  be incorporated by reference herein and to be a part hereof from the date of
  filing of such documents.
  
           Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein or in any other subsequently filed document which also is or
  is deemed to be incorporated by reference herein modifies or supersedes such
  statement. Any such statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part of this Registration
  Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  
                                       II-1
  <PAGE>   9
  
  
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Articles of Incorporation of the Company provide that to the
  fullest extent permitted by applicable law, a director of the Company will not
  be liable to the Company or its shareholders for monetary damages for an act or
  omission in the director's capacity as a director.
  
           The Texas Business Corporation Act ("TBCA") permits the
  indemnification of directors, employees, officers and agents to Texas
  corporations. The Company's Articles and Bylaws provide that the Company shall
  indemnify any person to the fullest extent permitted by law. Under the TBCA, an
  officer or director may be indemnified if he acted in good faith and reasonably
  believed that his conduct (i) was in the best interests of the Company if he
  acted in his official capacity or (ii) was not opposed to the best interests of
  the Company in all other cases. In addition, the indemnitee may not have
  reasonable cause to believe that his conduct was unlawful in the case of a
  criminal proceeding. In any case, the indemnitee may not have been found liable
  to the Company for improperly receiving a personal benefit or for willful or
  intentional misconduct in the performance of his duty to the Company. The
  Company (i) must indemnify an officer or director for reasonable expenses if he
  is successful, (ii) may indemnify an officer or director for such reasonable
  expenses unless he was found liable for willful or intentional misconduct in
  the performance of his duty to the Company and (iii) may advance reasonable
  defense expenses if the officer or director undertakes to reimburse the Company
  if he is later found not to satisfy the standard for indemnification expenses.
  Insofar as indemnification for liabilities arising under the Securities Act may
  be permitted to directors, officers and controlling persons of the Company
  pursuant to the foregoing provisions, or otherwise, the Company has been
  advised that in the opinion of the Securities and Exchange Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. This provision in the Articles does not eliminate
  the duty of care, and in appropriate circumstances equitable remedies such as
  an injunction or other forms of nonmonetary relief would remain available under
  Texas law. This provision also does not affect a director's responsibilities
  under any other laws, such as the federal securities laws or state or federal
  environmental laws.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  
                                       II-2
  <PAGE>   10
  
  
  ITEM 8.  EXHIBITS.
  
           The following is a list of all exhibits filed as a part of this
  Registration Statement on Form S-8, including those incorporated herein by
  reference.
  
  <TABLE>
  <CAPTION>
   Exhibit
   Number           Description of Exhibit
   ------           ----------------------
  
  <S>               <C>
  3.1               Internet America, Inc.'s Articles of Incorporation (1)
  
  3.2               Internet America, Inc.'s Article of Amendment to Articles of Incorporation (1)
  
  3.3               Internet America, Inc.'s Bylaws (1)
  
  3.4               Internet America Inc.'s Amendment to Bylaws (1)
  
  3.5               Application for Certificate of Withdrawal of Internet America, Inc.(1)
  
  3.6               Articles of Merger merging Internet America, Inc., an Arizona corporation, with and
                    into INTRNTUSA, INC., a Texas corporation (1)
  
  4.1               Specimen Common Stock certificate (1)
  
  4.2               Certificate of Designation of the Series A Preferred Stock of Internet America, Inc.(1)
  
  4.3               Amended Certificate of Designation of the Series A Preferred Stock of Internet
                    America, Inc.(1)
  
  4.4               Certificate of Designation of the Series B Preferred Stock of Internet America, Inc.(1)
  
  5.1               Opinion of Jackson Walker L.L.P.*
  
  23.1              Consent of Jackson Walker L.L.P. (included in its opinion filed as Exhibit 5.1)
  
  23.2              Consent of Deloitte & Touche LLP*
  
  24                Power of Attorney (included in Part II hereof)
  
  99                Internet America, Inc. Employee Stock Purchase Plan*
  </TABLE>
  --------
  
  *        Filed herewith.
  
  
                                       II-3
  <PAGE>   11
  
  
  (1)      Previously filed as an exhibit to the Company's Registration Statement
           on Form SB-2 (File No. 333-59527) originally filed on July 21, 1998,
           as amended, and incorporated herein by reference.
  
  ITEM 9.  UNDERTAKINGS.
  
         (a)        The undersigned registrant hereby undertakes:
  
                    (1) To file, during any period in which offers or sales are
           being made, a post-effective amendment to this registration statement:
  
                                      (i) To include any prospectus required by
                    section 10(a)(3) of the Securities Act of 1933, as amended;
  
                                      (ii) 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. Notwithstanding the foregoing,
                    any increase or decrease in volume of securities offered (if
                    the total dollar value of securities offered would not exceed
                    that which was registered) and any deviation from the low or
                    high end of the estimated maximum offering range may be
                    reflected in the form of prospectus filed with the Commission
                    pursuant to Rule 424(b) if, in the aggregate, the changes in
                    volume and price represent no more than a 20% change in the
                    maximum aggregate offering price set forth in the
                    "Calculation of Registration Fee" table in the effective
                    registration statement;
  
                                      (iii) To include any material information
                    with respect to the plan of distribution not previously
                    disclosed in the registration statement or any material
                    change to such information in the registration statement;
  
       Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
  if the information required to be included in a post-effective amendment by
  those paragraphs is contained in periodic reports filed by the Company pursuant
  to Section 13 or Section 15(d) of the Exchange Act of 1934, as amended, that
  are incorporated by reference in the registration statement.
  
                    (2) That, for the purpose of determining any liability under
           the Securities Act of 1933, as amended, each such post-effective
           amendment shall be deemed to be a new registration statement relating
           to the securities offered therein, and the offering of such securities
           at that time shall be deemed to be the initial bona fide offering
           thereof.
  
                    (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.
  
         (b) The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, as amended, each
  filing of the registrant's annual report
  
  
                                       II-4
  <PAGE>   12
                             
  
  pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934, as
  amended, that is incorporated by reference in the registration statement shall
  be deemed to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed to be
  the initial bona fide offering thereof.
  
         (c) Insofar as indemnification for liabilities arising under the
  Securities Act of 1933, as amended, 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
  Securities and Exchange Commission such indemnification is against public
  policy as expressed in the Securities Act and is, therefore, unenforceable. In
  the event that a claim for indemnification against such liabilities (other than
  the payment by the registrant of expenses incurred or paid by a director,
  officer or controlling person of the registrant in the successful defense of
  any action, suit or proceeding) is asserted by such director, officer or
  controlling person in connection with the securities being registered, the
  registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by it is against public policy as
  expressed in the Securities Act and will be governed by the final adjudication
  of such issue.
  
  
                                       II-5
  <PAGE>   13
  
  
                                     SIGNATURES
  
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, the Registrant certifies that it has reasonable grounds to believe
  that it meets all of the requirements for filing on Form S-8 and has duly
  caused this Registration Statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the City of Dallas, State of Texas
  on the 27 day of April, 1999.
  
                                         INTERNET AMERICA, INC.
  
  
  
                                By:       /s/ JAMES T. CHANEY 
                                   ----------------------------------------------
                                    James T. Chaney, Vice President, Chief
                                    Financial Officer, Secretary and Treasurer
                                    (Principal Accounting and Financial Officer)
  
  
  
                                       II-6
  <PAGE>   14
  
  
  
                                 POWER OF ATTORNEY
  
            Each person whose signature appears below authorizes Michael T.
  Maples and James T. Chaney, and each of them, each of whom may act without
  joinder of the other, to execute in the name of each such person who is then an
  officer or director of the Registrant, and to file any amendments to this
  Registration Statement necessary or advisable to enable the Registrant to
  comply with the Securities Act of 1933, as amended, and any rules, regulations
  and requirements of the Commission, in respect thereof, in connection with the
  registration of the securities which are the subject of this Registration
  Statement, which amendments may make such changes in such Registration
  Statement as such attorney may deem appropriate.
  
            Pursuant to the requirements of the Securities Act of 1933, as
  amended, 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>
   /s/ MICHAEL T. MAPLES        Chief Executive Officer,                     April 27, 1999
  --------------------------    President and Director
  Michael T. Maples             (Principal Executive Officer)
  
   /s/ JAMES T. CHANEY          Chief Financial Officer, Vice                April 27, 1999
  --------------------------    President, Secretary and Treasurer
  James T. Chaney               (Principal Financial and Accounting Officer)
  
   /s/ DOUGLAS G. SHELDON       Vice President -- Marketing,                 April 27, 1999
  --------------------------    Director       
  Douglas G. Sheldon
  
   /s/ WILLIAM O. HUNT          Chairman of the Board                        April 27, 1999
  --------------------------           
  William O. Hunt
  
   /s/ JACK T. SMITH            Director                                     April 27, 1999
  --------------------------
  Jack T. Smith
  
   /s/ GARY L. CORONA           Director                                     April 27, 1999
  --------------------------
  Gary L. Corona
  </TABLE>
  
  
                                       II-7
  <PAGE>   15
  
                                 INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
   Exhibit
   Number           Description of Exhibit
   ------           ----------------------
  
  <S>               <C>
  3.1               Internet America, Inc.'s Articles of Incorporation (1)
  
  3.2               Internet America, Inc.'s Article of Amendment to Articles of Incorporation (1)
  
  3.3               Internet America, Inc.'s Bylaws (1)
  
  3.4               Internet America Inc.'s Amendment to Bylaws (1)
  
  3.5               Application for Certificate of Withdrawal of Internet America, Inc.(1)
  
  3.6               Articles of Merger merging Internet America, Inc., an Arizona corporation, with and
                    into INTRNTUSA, INC., a Texas corporation (1)
  
  4.1               Specimen Common Stock certificate (1)
  
  4.2               Certificate of Designation of the Series A Preferred Stock of Internet America, Inc.(1)
  
  4.3               Amended Certificate of Designation of the Series A Preferred Stock of Internet
                    America, Inc.(1)
  
  4.4               Certificate of Designation of the Series B Preferred Stock of Internet America, Inc.(1)
  
  5.1               Opinion of Jackson Walker L.L.P.*
  
  23.1              Consent of Jackson Walker L.L.P. (included in its opinion filed as Exhibit 5.1)
  
  23.2              Consent of Deloitte & Touche LLP*
  
  24                Power of Attorney (included in Part II hereof)
  
  99                Internet America, Inc. Employee Stock Purchase Plan*
  </TABLE>
  --------
  
  *         Filed herewith.
  
  (1)       Previously filed as an exhibit to the Company's Registration
            Statement on Form SB-2 (File No. 333-59527) originally filed on July
            21, 1998, as amended, and incorporated herein by reference.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 36155}]
metadata_filer: {"company-data": {"conformed-name": "INTERNET AMERICA INC", "cik": "0001001279", "assigned-sic": "7372", "irs-number": "860778979", "state-of-incorporation": "TX", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-77153", "film-number": "99602408"}, "business-address": {"street1": "350 N ST PAUL STE 200", "city": "DALLAS", "state": "TX", "zip": "75201", "phone": "2148612500"}, "mail-address": {"street1": "ONE DALLAS CENTRE 350 N. ST. PAUL", "street2": "SUITE 3000", "city": "DALLAS", "state": "TX", "zip": "75201"}}
text: 1
  As filed with the Securities and Exchange Commission on April 28, 1999.
                                                    Registration No. 333-________
  ===============================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                  ---------------
  
                                      FORM S-8
                          REGISTRATION STATEMENT UNDER THE
                               SECURITIES ACT OF 1933
  
                                  ---------------
  
                               INTERNET AMERICA, INC.
               (Exact name of registrant as specified in its charter)
  
               Texas                                       86-0778979
  (State or other jurisdiction of          (I.R.S. employer identification number)
  incorporation or organization)
  
                                 One Dallas Centre
                            350 N. St. Paul, Suite 3000
                                Dallas, Texas 75201
                      (Address of principal executive offices)
  
                                  ---------------
  
                               INTERNET AMERICA, INC.
                            EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the Plan)
  
                                  ---------------
  
                                 MICHAEL T. MAPLES
                                 One Dallas Centre
                            350 N. St. Paul, Suite 3000
                                Dallas, Texas 75201
            (Name and address of agent for service of agent for service)
  
                                   (214) 861-2500
                      (Telephone number, including area code,
                               of agent for service)
  
                                  ----------------
  
                                      COPY TO:
                                 RICHARD F. DAHLSON
                               Jackson Walker L.L.P.
                                  901 Main Street
                                     Suite 6000
                                Dallas, Texas 75202
  
                          CALCULATION OF REGISTRATION FEE
  ===============================================================================
  Proposed              Proposed
                 Title of                       Amount              Maximum               Maximum            Amount of
                Securities                       to be          Offering Price           Aggregate          Registration
             to be Registered               Registered (1)       Per Share (2)      Offering Price (2)        Fee (2)
  -------------------------------------------------------------------------------------------------------------------------
  Common Stock, $0.01 par value             200,000 shares          $27.25              $5,450,000           $1,515.10
  =========================================================================================================================
  (1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
           this registration statement also covers an indeterminate amount of
           interests to be offered or sold pursuant to the employee benefit plan
           described herein.
  
  (2)      Estimated solely for the purpose of calculating the registration fee.
           Pursuant to Rule 457(c) and 457(h), the offering price and
           registration fee are computed on the basis of the average of the high
           and low prices of the Common Stock on the National Association of
           Securities Dealers Automated Quotation National Market System on April
           23, 1999.
  2
  
  PROSPECTUS
  
                               INTERNET AMERICA, INC.
  
                           200,000 SHARES OF COMMON STOCK
  
           This Prospectus relates to the offer and sale of up to 200,000 shares
  (the "Shares") of common stock, par value $0.01 per share (the "Common Stock")
  of Internet America, Inc. (the "Company"), issued pursuant to the provisions of
  the Internet America, Inc. Employee Stock Purchase Plan (the "Plan").
  
           The Shares may be sold from time to time by certain officers,
  directors and employees of the Company (the "Selling Shareholders") or by their
  permitted transferees. The Common Stock is quoted through the National
  Association of Securities Dealers Automated Quotation National Market System
  (the "Nasdaq/NMS") under the symbol "GEEK" and may be sold from time to time by
  the Selling Shareholders either directly in private transactions, or through
  one or more brokers or dealers on the Nasdaq/NMS, or any other over-the-counter
  market or exchange on which the Common Stock is quoted or listed for trading,
  at such prices and upon such terms as may be obtainable. On April 23, 1999, the
  last reported sale price of the Common Stock, as reported on the Nasdaq/NMS,
  was $27.38.
  
           Upon any sale of the Common Stock offered hereby, the Selling
  Shareholders and participating agents, brokers, dealers or marketmakers may be
  deemed to be underwriters as that term is defined in the Securities Act of
  1933, as amended (the "Securities Act"), and commissions or discounts or any
  profit realized on the resale of such securities purchased by them may be
  deemed to be underwriting commissions or discounts under the Securities Act.
  See "Plan of Distribution." The Company will not receive any of the proceeds
  from the sales by the Selling Shareholders.
  
           No underwriter is being utilized in connection with this offering. The
  Company will pay all expenses incurred within this offering. The expenses
  incurred in connection with the offering are estimated to be approximately
  $5,000.
  
                                 -----------------
  
           THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
  SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
  THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
  PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO
  THE CONTRARY IS A CRIMINAL OFFENSE.
  
                   The date of this Prospectus is April 27, 1999.
  3
  
                               AVAILABLE INFORMATION
  
           The Company is subject to the informational requirements of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
  accordance therewith, files reports, proxy statements and other information
  with the Securities and Exchange Commission (the "Commission"). Such reports,
  proxy statements and other information filed by the Company with the Commission
  can be inspected and copied at the public reference facilities maintained by
  the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
  Washington, D.C. 20549; at the Commission's Chicago Regional office located at
  Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
  Illinois 60661-2511; and at the Commission's New York Regional office located
  at 7 World Trade Center, Room 1300, New York, New York 10048. Copies of such
  material may also be obtained at prescribed rates from the Public Reference
  Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room
  1024, Washington, D.C. 20549. Additionally, the Commission maintains a website
  (http://www.sec.gov) that contains reports, proxy statements and information
  statements and other information regarding registrants that file electronically
  with the Commission. The Common Stock is listed on the Nasdaq/NMS. Reports,
  proxy statements and other information concerning the Company can be inspected
  at the offices of the Nasdaq/NMS.
  
           The Company has filed with the Commission in Washington, D.C., a
  Registration Statement on Form S-8 (the "Registration Statement") in connection
  with the offer and sale of the Common Stock offered hereby under the Securities
  Act. This Prospectus does not contain all of the information set forth or
  incorporated by reference in the Registration Statement and the exhibits
  thereto. For further information with respect to the Company and the Common
  Stock, reference is made to the Registration Statement and the exhibits
  thereto. Copies of the Registration Statement are available from the
  Commission. Statements contained in this Prospectus concerning the provisions
  of documents filed with the Registration Statement are necessarily summaries of
  such documents, and each statement is qualified in its entirety by reference to
  the copy of the applicable document filed with the Commission.
  
           The Company's principal executive offices are located at One Dallas
  Centre, 350 N. St. Paul, Suite 3000, Dallas, Texas 75201 and its telephone
  number is (214) 861-2500.
  
                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
           The following documents, which have been filed with the Commission by
  the Company, are incorporated herein by reference and made a part hereof:
  
           (i) Prospectus dated December 9, 1998 and filed with the Commission
           pursuant to Rule 424(b) on December 10, 1998 (the "424(b)
           Prospectus");
  
           (ii) All other reports filed with the Commission pursuant to Section
           13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
           "Exchange Act"), since the end of the fiscal year covered by the
           424(b) Prospectus; and
  
                                         2
  4
  
           (iii) Description of the Common Stock contained in the Company's
           Registration Statement on Form SB-2 (No. 333-59527) and Registration
           Statement on Form 8-A (No. 000-25147), effective as of December 9,
           1998.
  
           All documents filed by the Company pursuant to Sections 13(a), 13(c),
  14 and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
  prior to the termination of the offering of the Common Stock to be made
  hereunder shall be deemed to be incorporated by reference herein and to be a
  part hereof from the date of filing of such documents. Any statement contained
  in a document incorporated or deemed to be incorporated by reference herein
  shall be deemed to be modified or superseded for purposes of this Prospectus to
  the extent that a statement contained herein or in any other subsequently filed
  document which also is or is deemed to be incorporated by reference herein
  modifies or supersedes such statement. Any such statement so modified or
  superseded shall not be deemed, except as so modified or superseded, to
  constitute a part of this Prospectus.
  
           The Company will provide, without charge, to each person to whom a
  copy of this Prospectus is delivered, upon the written or oral request of such
  person, a copy of any or all of the documents incorporated herein by reference
  (other than exhibits to such documents unless such exhibits are specifically
  incorporated by reference into the information that this Prospectus
  incorporates). Written or telephone requests for such documents should be
  directed to James T. Chaney, One Dallas Centre, 350 N. St. Paul, Suite 3000,
  Dallas, Texas 75201, telephone number (214) 861-2500.
  
                                SELLING SHAREHOLDERS
  
           Information relating to the Selling Shareholders will be provided by a
  supplement to this Prospectus.
  
                                  USE OF PROCEEDS
  
           The Company will not receive any proceeds from the sale of the Common
  Stock hereby.
  
                                PLAN OF DISTRIBUTION
  
           The Shares may be sold from time to time by any of the Selling
  Shareholders, or permitted transferees. The Shares may be disposed of from time
  to time in one or more transactions through any one or more of the following:
  (i) to purchasers directly, (ii) in ordinary brokerage transactions and
  transactions in which the broker solicits purchasers, (iii) through underwriters
  or dealers who may receive compensation in the form of underwriting discounts,
  concessions or commissions from the Selling Shareholders or such permitted
  transferees or from the purchasers of the Shares for whom they may act as agent,
  (iv) the writing of options on the Shares, (v) the pledge of the Shares as
  security for any loan or obligation, including pledges to brokers or dealers who
  may, from time to time, themselves effect distributions of the Shares or
  interests therein, (vi) purchases by a broker or dealer as principal and resale
  by such broker or dealer for its own account pursuant to this Prospectus, (vii)
  a block trade in which the broker or dealer so engaged will attempt to sell the
  
                                         3
  5
  
  Shares as agent but may position and resell a portion of the block as principal
  to facilitate the transaction and (viii) an exchange distribution in accordance
  with the rules of such exchange, including the Nasdaq/NMS, or in transactions
  in the over the counter market. Such sales may be made at prices and at terms
  then prevailing or at prices related to the then current market price or at
  negotiated prices and terms. In effecting sales, brokers or dealers may arrange
  for other brokers or dealers to participate. The Selling Shareholders or such
  successors in interest, and any underwriters, brokers, dealers or agents that
  participate in the distribution of the Shares, may be deemed to be
  "underwriters" within the meaning of the Securities Act, and any profit on the
  sale of the Shares by them and any discounts, commissions or concessions
  received by any such underwriters, brokers, dealers or agents may be deemed to
  be underwriting commissions or discounts under the Securities Act.
  
           The Company will pay all expenses incident to the offering and sale of
  the Shares to the public and all underwriting discounts or commissions,
  brokers' fees and the fees and expenses of any counsel to the Selling
  Shareholders related thereto.
  
           In the event of a material change in the plan of distribution
  disclosed in this Prospectus, the Selling Shareholders will not be able to
  effect transactions in the Shares pursuant to this Prospectus until such time
  as a post-effective amendment to the Registration Statement is filed with, and
  declared effective by, the Commission.
  
                                   LEGAL MATTERS
  
           Certain legal matters in connection with the Common Stock offered
  hereby have been passed upon for the Company by Jackson Walker L.L.P., 901 Main
  Street, Suite 6000, Dallas, Texas 75202.
  
                                      EXPERTS
  
           The financial statements as of June 30, 1997 and 1998 and for each of
  the three years in the period then ended, incorporated in this prospectus by
  reference from the Company's Registration Statement on Form SB-2 (No.
  333-59527) have been audited by Deloitte & Touche, independent auditors, as
  stated in their report, which is incorporated herein by reference, and have
  been so incorporated in reliance upon the report of such firm given upon their
  authority as experts in accounting and auditing.
  
                                  INDEMNIFICATION
  
           The Articles of Incorporation of the Company provide that to the
  fullest extent permitted by applicable law, a director of the Company will not
  be liable to the Company or its shareholders for monetary damages for an act or
  omission in the director's capacity as a director.
  
                                         4
  6
  
           The Texas Business Corporation Act ("TBCA") permits the
  indemnification of directors, employees, officers and agents to Texas
  corporations. The Company's Articles and Bylaws provide that the Company shall
  indemnify any person to the fullest extent permitted by law. Under the TBCA, an
  officer or director may be indemnified if he acted in good faith and reasonably
  believed that his conduct (i) was in the best interests of the Company if he
  acted in his official capacity or (ii) was not opposed to the best interests of
  the Company in all other cases. In addition, the indemnitee may not have
  reasonable cause to believe that his conduct was unlawful in the case of a
  criminal proceeding. In any case, the indemnitee may not have been found liable
  to the Company for improperly receiving a personal benefit or for willful or
  intentional misconduct in the performance of his duty to the Company. The
  Company (i) must indemnify an officer or director for reasonable expenses if he
  is successful, (ii) may indemnify an officer or director for such reasonable
  expenses unless he was found liable for willful or intentional misconduct in
  the performance of his duty to the Company and (iii) may advance reasonable
  defense expenses if the officer or director undertakes to reimburse the Company
  if he is later found not to satisfy the standard for indemnification expenses.
  Insofar as indemnification for liabilities arising under the Securities Act may
  be permitted to directors, officers and controlling persons of the Company
  pursuant to the foregoing provisions, or otherwise, the Company has been
  advised that in the opinion of the Securities and Exchange Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. This provision in the Articles does not eliminate
  the duty of care, and in appropriate circumstances equitable remedies such as
  an injunction or other forms of nonmonetary relief would remain available under
  Texas law. This provision also does not affect a director's responsibilities
  under any other laws, such as the federal securities laws or state or federal
  environmental laws.
  
                                         5
  7
  
  No person has been authorized to give any information or to make any
  representations other than those contained in this Prospectus, and if given or
  made, such information or representations must not be relied upon. This
  Prospectus does not constitute an offer to sell or a solicitation to buy any
  securities other than registered securities to which it relates, or an offer to
  or a solicitation of any person in any jurisdiction where such offer or
  solicitation would be unlawful. The delivery of this Prospectus at any time does
  not imply that the information herein is correct as of any time subsequent to
  its date.
  
                                 TABLE OF CONTENTS
  Page
                                                  ----
  Available Information.............................2
  Incorporation of Certain Documents
     by Reference...................................2
  Selling Shareholders..............................3
  Use of Proceeds...................................3
  Plan of Distribution..............................3
  Legal Matters.....................................4
  Experts...........................................4
  Indemnification...................................4
  -----------------------------------------------------
  
                                   200,000 Shares
  
                                    Common Stock
  
                               INTERNET AMERICA, INC.
  
                                   April 27, 1999
  
                                         6
  8
  
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents, which have been filed with the Commission by
  Internet America, Inc. (the "Company"), are incorporated herein by reference
  and made a part hereof:
  
           (i) Prospectus dated December 9, 1998 and filed with the Commission
           pursuant to Rule 424(b) on December 10, 1998 (the "424(b)
           Prospectus");
  
           (ii) All other reports filed with the Commission pursuant to Section
           13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
           "Exchange Act"), since the end of the fiscal year covered by the
           424(b) Prospectus; and
  
           (iii) Description of the Common Stock contained in the Company's
           Registration Statement on Form SB-2 (No. 333-59527) and Registration
           Statement on Form 8-A (No. 000-25147), effective as of December 9,
           1998.
  
           All documents filed by the Company pursuant to Sections 13(a), 13(c),
  14 and 15(d) of the Exchange Act subsequent to the date of this Registration
  Statement and prior to the filing of a post-effective amendment that indicates
  that all of the Common Stock offered hereunder has been sold or which
  deregisters all of such Common Stock then remaining unsold, shall be deemed to
  be incorporated by reference herein and to be a part hereof from the date of
  filing of such documents.
  
           Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein or in any other subsequently filed document which also is or
  is deemed to be incorporated by reference herein modifies or supersedes such
  statement. Any such statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part of this Registration
  Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
                                       II-1
  9
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Articles of Incorporation of the Company provide that to the
  fullest extent permitted by applicable law, a director of the Company will not
  be liable to the Company or its shareholders for monetary damages for an act or
  omission in the director's capacity as a director.
  
           The Texas Business Corporation Act ("TBCA") permits the
  indemnification of directors, employees, officers and agents to Texas
  corporations. The Company's Articles and Bylaws provide that the Company shall
  indemnify any person to the fullest extent permitted by law. Under the TBCA, an
  officer or director may be indemnified if he acted in good faith and reasonably
  believed that his conduct (i) was in the best interests of the Company if he
  acted in his official capacity or (ii) was not opposed to the best interests of
  the Company in all other cases. In addition, the indemnitee may not have
  reasonable cause to believe that his conduct was unlawful in the case of a
  criminal proceeding. In any case, the indemnitee may not have been found liable
  to the Company for improperly receiving a personal benefit or for willful or
  intentional misconduct in the performance of his duty to the Company. The
  Company (i) must indemnify an officer or director for reasonable expenses if he
  is successful, (ii) may indemnify an officer or director for such reasonable
  expenses unless he was found liable for willful or intentional misconduct in
  the performance of his duty to the Company and (iii) may advance reasonable
  defense expenses if the officer or director undertakes to reimburse the Company
  if he is later found not to satisfy the standard for indemnification expenses.
  Insofar as indemnification for liabilities arising under the Securities Act may
  be permitted to directors, officers and controlling persons of the Company
  pursuant to the foregoing provisions, or otherwise, the Company has been
  advised that in the opinion of the Securities and Exchange Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. This provision in the Articles does not eliminate
  the duty of care, and in appropriate circumstances equitable remedies such as
  an injunction or other forms of nonmonetary relief would remain available under
  Texas law. This provision also does not affect a director's responsibilities
  under any other laws, such as the federal securities laws or state or federal
  environmental laws.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
                                       II-2
  10
  
  ITEM 8.  EXHIBITS.
  
           The following is a list of all exhibits filed as a part of this
  Registration Statement on Form S-8, including those incorporated herein by
  reference.
  Exhibit
   Number           Description of Exhibit
   ------           ----------------------
  3.1               Internet America, Inc.'s Articles of Incorporation (1)
  
  3.2               Internet America, Inc.'s Article of Amendment to Articles of Incorporation (1)
  
  3.3               Internet America, Inc.'s Bylaws (1)
  
  3.4               Internet America Inc.'s Amendment to Bylaws (1)
  
  3.5               Application for Certificate of Withdrawal of Internet America, Inc.(1)
  
  3.6               Articles of Merger merging Internet America, Inc., an Arizona corporation, with and
                    into INTRNTUSA, INC., a Texas corporation (1)
  
  4.1               Specimen Common Stock certificate (1)
  
  4.2               Certificate of Designation of the Series A Preferred Stock of Internet America, Inc.(1)
  
  4.3               Amended Certificate of Designation of the Series A Preferred Stock of Internet
                    America, Inc.(1)
  
  4.4               Certificate of Designation of the Series B Preferred Stock of Internet America, Inc.(1)
  
  5.1               Opinion of Jackson Walker L.L.P.*
  
  23.1              Consent of Jackson Walker L.L.P. (included in its opinion filed as Exhibit 5.1)
  
  23.2              Consent of Deloitte & Touche LLP*
  
  24                Power of Attorney (included in Part II hereof)
  
  99                Internet America, Inc. Employee Stock Purchase Plan*
  --------
  
  *        Filed herewith.
  
                                       II-3
  11
  
  (1)      Previously filed as an exhibit to the Company's Registration Statement
           on Form SB-2 (File No. 333-59527) originally filed on July 21, 1998,
           as amended, and incorporated herein by reference.
  
  ITEM 9.  UNDERTAKINGS.
  
         (a)        The undersigned registrant hereby undertakes:
  
                    (1) To file, during any period in which offers or sales are
           being made, a post-effective amendment to this registration statement:
  
                                      (i) To include any prospectus required by
                    section 10(a)(3) of the Securities Act of 1933, as amended;
  
                                      (ii) 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. Notwithstanding the foregoing,
                    any increase or decrease in volume of securities offered (if
                    the total dollar value of securities offered would not exceed
                    that which was registered) and any deviation from the low or
                    high end of the estimated maximum offering range may be
                    reflected in the form of prospectus filed with the Commission
                    pursuant to Rule 424(b) if, in the aggregate, the changes in
                    volume and price represent no more than a 20% change in the
                    maximum aggregate offering price set forth in the
                    "Calculation of Registration Fee" table in the effective
                    registration statement;
  
                                      (iii) To include any material information
                    with respect to the plan of distribution not previously
                    disclosed in the registration statement or any material
                    change to such information in the registration statement;
  
       Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
  if the information required to be included in a post-effective amendment by
  those paragraphs is contained in periodic reports filed by the Company pursuant
  to Section 13 or Section 15(d) of the Exchange Act of 1934, as amended, that
  are incorporated by reference in the registration statement.
  
                    (2) That, for the purpose of determining any liability under
           the Securities Act of 1933, as amended, each such post-effective
           amendment shall be deemed to be a new registration statement relating
           to the securities offered therein, and the offering of such securities
           at that time shall be deemed to be the initial bona fide offering
           thereof.
  
                    (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.
  
         (b) The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, as amended, each
  filing of the registrant's annual report
  
                                       II-4
  12
                             
  
  pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934, as
  amended, that is incorporated by reference in the registration statement shall
  be deemed to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed to be
  the initial bona fide offering thereof.
  
         (c) Insofar as indemnification for liabilities arising under the
  Securities Act of 1933, as amended, 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
  Securities and Exchange Commission such indemnification is against public
  policy as expressed in the Securities Act and is, therefore, unenforceable. In
  the event that a claim for indemnification against such liabilities (other than
  the payment by the registrant of expenses incurred or paid by a director,
  officer or controlling person of the registrant in the successful defense of
  any action, suit or proceeding) is asserted by such director, officer or
  controlling person in connection with the securities being registered, the
  registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by it is against public policy as
  expressed in the Securities Act and will be governed by the final adjudication
  of such issue.
  
                                       II-5
  13
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, the Registrant certifies that it has reasonable grounds to believe
  that it meets all of the requirements for filing on Form S-8 and has duly
  caused this Registration Statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the City of Dallas, State of Texas
  on the 27 day of April, 1999.
  
                                         INTERNET AMERICA, INC.
  
                                By:       /s/ JAMES T. CHANEY 
                                   ----------------------------------------------
                                    James T. Chaney, Vice President, Chief
                                    Financial Officer, Secretary and Treasurer
                                    (Principal Accounting and Financial Officer)
  
                                       II-6
  14
  
                                 POWER OF ATTORNEY
  
            Each person whose signature appears below authorizes Michael T.
  Maples and James T. Chaney, and each of them, each of whom may act without
  joinder of the other, to execute in the name of each such person who is then an
  officer or director of the Registrant, and to file any amendments to this
  Registration Statement necessary or advisable to enable the Registrant to
  comply with the Securities Act of 1933, as amended, and any rules, regulations
  and requirements of the Commission, in respect thereof, in connection with the
  registration of the securities which are the subject of this Registration
  Statement, which amendments may make such changes in such Registration
  Statement as such attorney may deem appropriate.
  
            Pursuant to the requirements of the Securities Act of 1933, as
  amended, this Registration Statement has been signed by the following persons
  in the capacities and on the dates indicated.
  Signature                     Title                                        Date
  ---------                     -----                                        ----
  /s/ MICHAEL T. MAPLES        Chief Executive Officer,                     April 27, 1999
  --------------------------    President and Director
  Michael T. Maples             (Principal Executive Officer)
  
   /s/ JAMES T. CHANEY          Chief Financial Officer, Vice                April 27, 1999
  --------------------------    President, Secretary and Treasurer
  James T. Chaney               (Principal Financial and Accounting Officer)
  
   /s/ DOUGLAS G. SHELDON       Vice President -- Marketing,                 April 27, 1999
  --------------------------    Director       
  Douglas G. Sheldon
  
   /s/ WILLIAM O. HUNT          Chairman of the Board                        April 27, 1999
  --------------------------           
  William O. Hunt
  
   /s/ JACK T. SMITH            Director                                     April 27, 1999
  --------------------------
  Jack T. Smith
  
   /s/ GARY L. CORONA           Director                                     April 27, 1999
  --------------------------
  Gary L. Corona
  II-7
  15
  
                                 INDEX TO EXHIBITS
  Exhibit
   Number           Description of Exhibit
   ------           ----------------------
  3.1               Internet America, Inc.'s Articles of Incorporation (1)
  
  3.2               Internet America, Inc.'s Article of Amendment to Articles of Incorporation (1)
  
  3.3               Internet America, Inc.'s Bylaws (1)
  
  3.4               Internet America Inc.'s Amendment to Bylaws (1)
  
  3.5               Application for Certificate of Withdrawal of Internet America, Inc.(1)
  
  3.6               Articles of Merger merging Internet America, Inc., an Arizona corporation, with and
                    into INTRNTUSA, INC., a Texas corporation (1)
  
  4.1               Specimen Common Stock certificate (1)
  
  4.2               Certificate of Designation of the Series A Preferred Stock of Internet America, Inc.(1)
  
  4.3               Amended Certificate of Designation of the Series A Preferred Stock of Internet
                    America, Inc.(1)
  
  4.4               Certificate of Designation of the Series B Preferred Stock of Internet America, Inc.(1)
  
  5.1               Opinion of Jackson Walker L.L.P.*
  
  23.1              Consent of Jackson Walker L.L.P. (included in its opinion filed as Exhibit 5.1)
  
  23.2              Consent of Deloitte & Touche LLP*
  
  24                Power of Attorney (included in Part II hereof)
  
  99                Internet America, Inc. Employee Stock Purchase Plan*
  --------
  
  *         Filed herewith.
  
  (1)       Previously filed as an exhibit to the Company's Registration
            Statement on Form SB-2 (File No. 333-59527) originally filed on July
            21, 1998, as amended, and incorporated herein by reference.