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As filed with the Securities and Exchange Commission on June 30, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
STUDENT ADVANTAGE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-3263743
(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification Number)
280 SUMMER STREET, BOSTON, MA 02210
(Address of Principal Executive Offices) (Zip Code)
1998 STOCK INCENTIVE PLAN
(Full title of the Plan)
RAYMOND V. SOZZI, JR.
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
STUDENT ADVANTAGE, INC.
280 SUMMER STREET
BOSTON, MA 02210
(Name and address of agent for service)
(617) 912-2000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED MAXIMUM PROPOSED AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER MAXIMUM AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED SHARE OFFERING PRICE FEE
---------------------------- ---------------- ------------------ ----------------- -----------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value
per share 2,000,000 shares $7.375(1) $14,750,000(1) $3,894.00
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(1) Estimated solely for the purpose of calculating the registration fee,
and based upon the average of the high and low prices of the
Registrant's Common Stock as reported by the Nasdaq National Market on
June 29, 2000 in accordance with Rules 457(c) and 457(h) of the
Securities Act of 1933.
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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 by
the Registrant on June 18, 1999 relating to the Registrant's 1998 Stock
Incentive Plan and 1998 California Stock Incentive Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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, Commonwealth of Massachusetts, on June 30,
2000.
STUDENT ADVANTAGE, INC.
By: /s/ Raymond V. Sozzi, Jr.
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Raymond V. Sozzi, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Student Advantage, Inc.
hereby severally constitute Raymond V. Sozzi, Jr., Christopher B. Andrews and
Mark G. Borden Esq., 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 subsequent amendments to said Registration Statement,
and generally to do all such things in our names and behalf in our capacities as
officers and directors to enable Student Advantage, Inc. to comply with all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Raymond V. Sozzi Chairman of the Board, President and Chief June 30, 2000
-------------------- Executive Officer (principal executive
Raymond V. Sozzi officer)
/s/ Christopher B. Andrews Vice President, Finance and Administration June 30, 2000
-------------------------- and Chief Financial Officer (principal
Christopher B. Andrews financial and accounting officer)
/s/ John M. Connolly Director June 30, 2000
--------------------
John M. Connolly
/s/ William S. Kaiser Director June 30, 2000
---------------------
William S. Kaiser
/s/ John S. Katzman Director June 30, 2000
-------------------
John S. Katzman
/s/ Marc J. Turtletaub Director June 30, 2000
----------------------
Marc J. Turtletaub
/s/ Charles E. Young Director June 30, 2000
--------------------
Charles E. Young
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1 (1) Amended and Restated Certificate of Incorporation of the
Registrant
4.2 (1) Amended and Restated By-Laws of the Registrant
4.3 (2) Specimen certificate for shares of common stock.
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
24.1 Power of Attorney (included on the signature page of this
Registration Statement)
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(1) Incorporated herein by reference from the Registrant's Annual Report on
Form 10-K filed March 30, 2000.
(2) Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1, as amended (File No. 333-75807) filed May 11, 1999.
