<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 1999
REGISTRATION NO. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES EXCHANGE ACT OF 1933
Student Advantage, Inc.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 04-3263743
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation) Identification No.)
280 Summer Street, Boston, MA 02210
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
1998 STOCK INCENTIVE PLAN
1998 CALIFORNIA STOCK INCENTIVE PLAN
- --------------------------------------------------------------------------------
(Full title of the plan)
Raymond V. Sozzi, Jr.
Chairman of the Board of Directors, President and Chief Executive Officer
Student Advantage, Inc.
280 Summer Street
Boston, MA 02210
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(617) 912-2011
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Title of Proposed Maximum
Securities Amount to Maximum Aggregate Amount of
to be be Offering Price Offering Registration
Registered Registered Per Share (1) Price (1) Fee
---------- -------------- -------------- --------- -------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 3,300,000 $8.25 $27,225,000 $7,569
Shares
</TABLE>
(1) Estimated solely for the purpose of calculating the registration
fee and based on the average of the high and low prices of the Common Stock as
reported by Nasdaq National Market on June 28, 1999 in accordance with Rules
457(c) and (h) of the Securities Act of 1933, as amended.
<PAGE> 2
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8, File No. 333-81005, filed on
June 18, 1999, relating to the 1998 Stock Incentive Plan and the 1998 California
Stock Incentive Plan.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Boston, on this 1st day of July, 1999.
STUDENT ADVANTAGE, INC.
By: /s/ Raymond V. Sozzi, Jr.
------------------------------------
Raymond V. Sozzi, Jr.
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Student Advantage, Inc.
hereby severally constitute and appoint Raymond V. Sozzi, Jr., Christopher B.
Andrews and Mark G. Borden, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names, in the capacities indicated below, the Registration Statement on
Form S-8 filed herewith and any and all amendments to said Registration
Statement and generally to do all such things in our name and behalf in our
capacities as officers and directors to enable Student Advantage, Inc. to comply
with the provisions of the Securities Act, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
-3-
<PAGE> 4
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
/s/ Raymond V. Sozzi, Jr. Chairman of the Board of July 1, 1999
- ---------------------------- Directors, President and Chief
Raymond V. Sozzi, Jr. Executive Officer
(Principal Executive Officer)
/s/ Christopher B. Andrews Vice President, Finance and July 1, 1999
- ---------------------------- Administration, Treasurer and
Christopher B. Andrews Secretary
(Principal Financial Officer and
Principal Accounting Officer)
/s/ John M. Connolly Director July 1, 1999
- ----------------------------
John M. Connolly
/s/ William S. Kaiser Director July 1, 1999
- ----------------------------
William S. Kaiser
Director July __, 1999
- ----------------------------
John Katzman
/s/ Marc Turtletaub Director July 1, 1999
- ----------------------------
Marc Turtletaub
-4-
<PAGE> 5
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
5.1 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP
(included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of PricewaterhouseCoopers LLP
23.4 Consent of PricewaterhouseCoopers LLP
23.5 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included in the
signature pages of this Registration
Statement)
-5-
<PAGE> 1
EXHIBIT 5.1
HALE AND DORR LLP
Counsellors At Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 * FAX 617-526-5000
July 2, 1999
Student Advantage, Inc.
280 Summer Street
Boston, MA 02210
Re: 1998 STOCK INCENTIVE PLAN
1998 CALIFORNIA STOCK INCENTIVE PLAN
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form
S-8 (the "Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
relating to an aggregate of 3,300,000 shares of Common Stock, $.01 par value per
share (the "Shares"), of Student Advantage, Inc., a Delaware corporation (the
"Company"), issuable under the Company's 1998 Stock Incentive Plan and 1998
California Stock Incentive Plan (collectively, the "Plans").
We have examined the Certificate of Incorporation and By-Laws of the
Company, each as amended and restated to date and originals, or copies certified
to our satisfaction, of all pertinent records of the meetings of the directors
and stockholders of the Company, the Registration Statement and such other
documents relating to the Company as we have deemed material for the purposes of
this opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer
and sale of the Shares in accordance with the Plans, to register and qualify the
Shares for sale under all applicable state securities or "blue sky" laws.
<PAGE> 2
We express no opinion herein as to the laws of any state or
jurisdiction other than the state laws of The Commonwealth of Massachusetts, the
Delaware General Corporation Law statute and the federal laws of the United
States of America.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized for issuance and, when the Shares are issued
and paid for in accordance with the terms and conditions of the Plans, the
Shares will be validly issued, fully paid and nonassessable.
It is understood that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement is in
effect.
Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.
Very truly yours,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated June 11, 1999, relating
to the financial statements of Student Advantage, Inc., which appears in Student
Advantage, Inc.'s Registration Statement on Form S-1.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
July 1, 1999
<PAGE> 1
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated April 5, 1999, relating
to the financial statements of Collegiate Advantage, Inc., which appears in
Student Advantage, Inc.'s Registration Statement on Form S-1.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
July 1, 1999
<PAGE> 1
Exhibit 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated April 5, 1999, relating
to the financial statements of The Main Quad, Inc., which appears in Student
Advantage, Inc.'s Registration Statement on Form S-1.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
July 1, 1999
<PAGE> 1
Exhibit 23.5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated April 30, 1999, relating
to the financial statements of University Netcasting, Inc., which appears in
Student Advantage, Inc.'s Registration Statement on Form S-1.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
San Diego, California
July 1, 1999
