<PAGE>
As filed with the Securities and Exchange Commission on July 21, 2000.
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
STARMEDIA NETWORK, INC.
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(Exact name of issuer as specified in its charter)
Delaware 06-1461770
--------------------------------- ----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
75 Varick Street, Eighth Floor
New York, New York 10013
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(Address of Principal Executive Offices)
StarMedia Network, Inc. 2000 Stock Incentive Plan
-------------------------------------------------
Fernando J. Espuelas
Chief Executive Officer and Chairman of the Board
StarMedia Network, Inc.
75 Varick Street, Eighth Floor
New York, New York 10013
(212) 548-9600
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(Name, address and telephone number,
including area code, of agent for service)
COPY TO:
Steven A. Seidman, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Title of Securities to Amount to be Proposed maximum Proposed maximum Amount of
be Registered registered(1) offering price per aggregate offering registration fee
share (2) price (2)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, par value 20,000,000 $17.50 $350,000,000 $92,400
$0.001 per share
(1) Represents the shares of common stock of StarMedia Network, Inc. issuable pursuant to the StarMedia Network, Inc.
2000 Stock Incentive Plan. In addition, this Registration Statement covers an indeterminable number of additional
shares as may hereafter be offered or issued, pursuant to the Plan, to prevent dilution resulting from stock
splits, stock dividends or similar transactions effected without the receipt of consideration.
(2) Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule
457 under the Securities Act of 1933.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange Commission
(the "Commission") by StarMedia Network, Inc., a Delaware corporation (the
"Company"), are incorporated by reference into the Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ending
December 31, 1999, filed on March 30, 2000 pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act");
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2000 filed on May 12, 2000 pursuant to the Exchange Act;
(c) The Company's Current Report on Form 8-K dated April 6, 2000, filed on
April 20, 2000, as amended by the Company's Amended Current Report on Form
8-K/A dated June 20, 2000, filed on June 20, 2000, pursuant to the Exchange
Act;
(d) The description of the Company's common stock, par value $0.001 per
share (the "Common Stock"), incorporated by reference into the Company's
Registration Statement on Form 8-A, filed on May 20, 1999 pursuant to the
Exchange Act, contained in the Registration Statement on Form S-1, filed on
March 18, 1999, as amended.
In addition, all documents filed by the Company with the Commission
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 which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of the filing of such documents with the
Commission. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.
<PAGE>
Item 8. EXHIBITS
Exhibit No. Description of Exhibits
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5 Opinion of Willkie Farr & Gallagher regarding the legality
of the securities being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Willkie Farr & Gallagher (included in Exhibit 5).
24 Power of Attorney (reference is made to the signature page).
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company 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 New York, State of New York, on this 21st day of July, 2000.
STARMEDIA NETWORK, INC.
By: /s/ Justin K. Macedonia
------------------------------
<PAGE>
POWER OF ATTORNEY
Each of the undersigned officers and directors of StarMedia Network, Inc.
hereby severally constitutes and appoints Justin Macedonia as the
attorney-in-fact for the undersigned, in any and all capacities, with full power
of substitution, to sign any and all pre- or post-effective amendments to this
Registration Statement, any subsequent Registration Statement for the same
offering which may be filed pursuant to Rule 462(b) under the Securities Act of
1933, as amended, and any and all pre- or post-effective amendments thereto, and
to file the same with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each said attorney-in-fact may lawfully do or cause to
be done by virtue hereof.
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/ Fernando J. Espuelas Director, Chairman
----------------------------- and Chief Executive Officer July 21, 2000
Fernando J. Espuelas
/s/ Jack C. Chen Director, President July 21, 2000
-----------------------------
Jack C. Chen
/s/ Steven J. Heller Chief Financial Officer July 21, 2000
-----------------------------
Steven J. Heller
/s/ Douglas M. Karp Director July 21, 2000
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Douglas M. Karp
/s/ Marie-Josee Kravis Director July 21, 2000
-----------------------------
Marie-Josee Kravis
/s/ Gerardo M. Rosenkranz Director June 30, 2000
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Gerardo M. Rosenkranz
/s/ Susan L. Segal Director July 5, 2000
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Susan L. Segal
/s/ Frederick R. Wilson Director July 21, 2000
-----------------------------
Frederick R. Wilson
