SHARES
 
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                              NETRADIO CORPORATION
                                  COMMON STOCK
 
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    This is the initial public offering of our common stock. We are offering
      shares. We anticipate that the initial public offering price will be
between $      and $      . No public market currently exists for our common
stock. We have applied to list our common stock on the Nasdaq National Market
under the symbol "NETR."
 
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE 7.
 
                                                                        PER SHARE      TOTAL
                                                                       -----------  ------------
Public Offering Price................................................   $           $
 
Underwriting Discount................................................   $           $
 
Proceeds to NetRadio Corporation.....................................   $           $
 
    We have granted the underwriters a 30-day option to purchase up to
additional shares to cover any over-allotments.
 
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
 
    EVEREN Securities, Inc. expects to deliver the shares to purchasers on
           , 1999.
 
                            ------------------------
 
                            EVEREN SECURITIES, INC.
 
                                          , 1999

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Common stock offered by NetRadio               shares
  Corporation................................
 
Common stock outstanding after the             shares
  offering...................................
 
Use of proceeds..............................  Working capital and other corporate purposes,
                                               including advertising and capital
                                               expenditures. Please see "Use of Proceeds."
 
Proposed Nasdaq National Market symbol.......  NETR
 
    This information is as of December 31, 1998. You should be aware that we are
permitted, and in some cases obligated, to issue shares of common stock in
addition to the common stock to be outstanding after this offering. If and when
we issue these shares, the percentage of the common stock you own may be
diluted. The following is a summary of additional shares of common stock that we
have approved for issuance upon the exercise of options which share numbers do
not reflect a       for       stock split of our outstanding common stock, to be
effected prior to the closing of this offering:
 
    - 1,475,000 shares reserved for issuance upon the exercise of options under
      our stock option plan: consisting of (a) 939,500 options outstanding at a
      weighted average exercise price of $2.27 per share, and (b) 535,500 shares
      reserved for future issuance under the plan.