

    As filed with the Securities and Exchange Commission on February 16, 2000

                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                   ----------

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

           Delaware                                        13-4034015
  (State or other jurisdiction                 (IRS Employer Identification No.)
of incorporation or organization)

                         220 E. 42nd Street, 24th Floor
                            New York, New York 10017
               (Address of principal executive offices) (Zip Code)

                                   ----------

                ExpertCentral.com, Inc. 1999 Stock Incentive Plan
     Amended and Restated 1999 Non-Officer Stock Option/Stock Issuance Plan
                            (Full title of the Plan)

                                   ----------

                               Mr. Scott P. Kurnit
                 Chairman, President and Chief Executive Officer
                                 About.com, Inc.
                         220 E. 42nd Street, 24th Floor
                            New York, New York 10017
                     (Name and address of agent for service)

                                 (212) 849-2000
          (Telephone number, including area code, of agent for service)

                                   ----------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
============================================================================================================
                                                         Proposed           Proposed
                                                         Maximum             Maximum
     Title of Securities             Amount to be     Offering Price        Aggregate          Amount of
       to be Registered              Registered(1)      per Share         Offering Price    Registration Fee
-------------------------------      --------------  ---------------     ----------------   ----------------
<S>                                  <C>                <C>              <C>                   <C>
ExpertCentral,com, Inc.               98,937 shares      $57.90(2)       $ 5,728,861.33(2)      $1,512.42
1999 Stock Incentive Plan
-------------------------
Common Stock, $0.001 par value

Amended and Restated                 400,000 shares     $71.31253)       $28,530,000(3)         $7,531.92
1999 Non-Officer Stock Option/
Stock Issuance Plan
-------------------
Common Stock, $0.001 par value
============================================================================================================

                                                                Aggregate Registration Fee:    $9,044.34

============================================================================================================
</TABLE>

(1)   This Registration Statement shall also cover any additional shares of
      Common Stock which become issuable under the ExpertCentral.com, Inc. 1999
      Stock Incentive Plan or the Amended and Restated 1999 Non-Officer Stock
      Option/Stock Issuance Plan by reason of any stock dividend, stock split,
      recapitalization or other similar transaction effected without the
      Registrant's receipt of consideration which results in an increase in the
      number of the outstanding shares of Registrant's Common Stock.

(2)   Calculated solely for purposes of this offering under Rule 457(h) of the
      Securities Act of 1933, as amended, on the basis of the weighted average
      exercise price of the outstanding options.

(3)   Calculated solely for purposes of this offering under Rule 457(h) of the
      Securities Act of 1933, as amended, on the basis of the average of the
      high and low selling prices per share of the Registrant's common stock on
      February 10, 2000, as reported by the Nasdaq National Market.
<PAGE>

                                     PART II

               Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference

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

      (a)   The Registrant's Quarterly Reports on Form 10-Q for the fiscal
            quarters ended March 31, 1999, June 30, 1999 and September 30, 1999
            filed with the SEC on May 14, 1999, August 16, 1999 and November 15,
            1999.

      (b)   The Registrant's Current Report on Form 8-K filed with the SEC on
            December 14, 1999 and the Registrants Amended Current Report on Form
            8-K/A filed with the SEC on February 14, 2000.

      (c)   The Registrant's prospectus filed with the SEC pursuant to Rule
            424(b) promulgated under the Securities Act of 1933, as amended (the
            "1933 Act") filed with the SEC on October 29, 1999, in connection
            with the Registrant's Registration Statement No. 333-88507, in which
            there is set forth the audited financial statements for the
            Registrant's fiscal year ended December 31, 1998; and

      (d)   The Registrant's Registration Statement No. 000-25525 on Form 8-A
            filed with the SEC on March 10, 1999, in which there is described
            the terms, rights and provisions applicable to the Registrant's
            outstanding Common Stock.

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

Item 4. Description of Securities

            Not Applicable.

Item 5. Interests of Named Experts and Counsel

            Not Applicable.

Item 6. Indemnification of Directors and Officers

            Section 145 of the Delaware General Corporation Law authorizes a
court to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. Article VIII of
the Registrant's Amended and Restated Bylaws provides for mandatory
indemnification of its directors and officers and permissible indemnification of
employees and other agents to the maximum extent permitted by the Delaware
General Corporation Law. The Registrant's Second Amended and Restated
Certificate of Incorporation provides that, subject to Delaware law, its
directors shall not be personally liable for monetary damages for breach of the
directors' fiduciary duty as directors to the Registrant and its stockholders.
This provision in the Second Amended and Restated Certificate of Incorporation
does not


                                      II-1
<PAGE>

eliminate the directors' fiduciary duty, and in appropriate circumstances
equitable remedies such as injunctive or other forms of non-monetary relief will
remain available under Delaware law. In addition, each director will continue to
be subject to liability for breach of the director's duty of loyalty to the
Registrant or its stockholders for acts or omissions not in good faith or
involving intentional misconduct, for knowing violations of law, for actions
leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws. The Registrant intends to enter into
indemnification agreements with its officers and directors, which will provide
the Registrant's officers and directors with further indemnification to the
maximum extent permitted by the Delaware General Corporation Law. The Registrant
maintains directors' and officers' liability insurance policies insuring the
Registrant's directors and officers against certain liabilities and expenses
incurred by them in their capacities as such, and insuring the Registrant under
certain circumstances, in the event that indemnification payments are made by
the Registrant to such directors and officers.

Item 7. Exemption from Registration Claimed

            Not Applicable.

Item 8. Exhibits

Exhibit Number    Exhibit
--------------    -------

     4            Instruments Defining the Rights of Stockholders. Reference is
                  made to Registrant's Registration Statement No. 000-25525 on
                  Form 8-A, together with any exhibits thereto, which are
                  incorporated herein by reference pursuant to Item 3(d) to this
                  Registration Statement.
     5            Opinion and consent of Brobeck, Phleger & Harrison LLP.
    23.1          Consent of KPMG LLP, Independent Accountants.
    23.2          Consent of Brobeck, Phleger & Harrison LLP is contained in
                  Exhibit 5.
    24            Power of Attorney. Reference is made to page II-4 of this
                  Registration Statement.
    99.1          ExpertCentral.com, Inc. 1999 Stock Incentive Plan
    99.2          Form of Option Assumption Agreement.
    99.3          Amended and Restated 1999 Non-Officer Stock Option/Stock
                  Issuance Plan

Item 9. Undertakings

            A. The undersigned Registrant hereby undertakes: (1) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement: (i) to include any prospectus required by
Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the
ExpertCentral.com, Inc. 1999 Stock Incentive Plan and the Registrant's Amended
and Restated 1999 Non-Officer Stock Option/Stock Issuance Plan.

            B. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new


                                      II-2
<PAGE>

registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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


                                      II-3
<PAGE>

                                   SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the prequirements 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 New York, State of New York on this 8
day of February, 2000.

                           About.com, Inc.


                           By:   /s/ Scott P. Kurnit
                              --------------------------------------------------
                                 Scott P. Kurnit
                                 Chairman, President and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

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

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

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

         Signature                      Title                       Date
         ---------                      -----                       ----

/s/ Scott P. Kurnit         President, Chief Executive        February 8, 2000
------------------------    Officer (Principal Executive
Scott P. Kurnit             Officer) and Chairman of the
                            Board of Directors


/s/ Todd B. Sloan           Chief Financial Officer           February 8, 2000
------------------------    (Principal Financial Officer)
Todd B. Sloan


/s/ Frank J. Biondi, Jr.    Director                          February 8, 2000
------------------------
Frank J. Biondi, Jr.


                                      II-4
<PAGE>

         Signature                      Title                       Date
         ---------                      -----                       ----

/s/ Dixon R. Doll           Director                          February 8, 2000
------------------------
Dixon R. Doll


/s/ Ronald Unterman         Director                          February 8, 2000
------------------------
Ronald Unterman


/s/ Marc M. Watson          Director                          February 8, 2000
------------------------
Marc M. Watson


/s/ Kristopher A. Wood      Director                          February 8, 2000
------------------------
Kristopher A. Wood


                                      II-5
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                    UNDER THE

                             SECURITIES ACT OF 1933


                                 ABOUT.COM, INC.
<PAGE>

                                  EXHIBIT INDEX

Exhibit Number    Exhibit
--------------    -------

     4            Instruments Defining the Rights of Stockholders. Reference is
                  made to Registrant's Registration Statement No. 000-25525 on
                  Form 8-A, together with any exhibits thereto, which are
                  incorporated herein by reference pursuant to Item 3(d) to this
                  Registration Statement.
     5            Opinion and consent of Brobeck, Phleger & Harrison LLP.
    23.1          Consent of KPMG LLP, Independent Accountants.
    23.2          Consent of Brobeck, Phleger & Harrison LLP is contained in
                  Exhibit 5.
    24            Power of Attorney. Reference is made to page II-4 of this
                  Registration Statement.
    99.1          ExpertCentral.com, Inc. 1999 Stock Incentive Plan
    99.2          Form of Option Assumption Agreement.
    99.3          Amended and Restated 1999 Non-Officer Stock Option/Stock
                  Issuance Plan.

