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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 23, 2000
REGISTRATION NO. 333-92367
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 2
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
STUDENT ADVANTAGE, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 8699 04-3263743
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or organization) Classification Code Number) Identification Number)
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280 SUMMER STREET
BOSTON, MASSACHUSETTS 02210
(617) 912-2000
(Address, including zip code, and telephone
number, including area code, of
registrant's principal executive
offices)
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RAYMOND V. SOZZI, JR.
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
STUDENT ADVANTAGE, INC.
280 SUMMER STREET
BOSTON, MASSACHUSETTS 02210
(617) 912-2000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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COPIES TO:
MARK G. BORDEN, ESQ.
HALE AND DORR LLP
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
TELEPHONE: (617) 526-6000
TELECOPY: (617) 526-5000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Completed.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
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This post-effective amendment No. 2 to the Registration Statement on Form S-1,
filed with the Commission on December 8, 1999, as amended on March 30, 2000
(Registration Statement No. 333-92367) (the "Registration Statement") is being
filed for the purpose of deregistering all of the shares of Common Stock,
$0.01 par value per share, of Student Advantage, Inc. registered pursuant to the
Registration Statement that have not yet been sold thereunder and terminating
the Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Boston, Massachusetts, on this 22nd
day of June, 2000.
STUDENT ADVANTAGE, INC.
By: /s/ Christopher B. Andrews
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Christopher B. Andrews
Vice President, Finance
and Chief Financial Officer
POWER OF ATTORNEY AND SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons on this 22nd day of June,
2000, in the capacities indicated:
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SIGNATURE TITLE DATE
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/s/ Raymond V. Sozzi, Jr.* Chairman of the Board, President and Chief June 22, 2000
---------------------------------- Executive Officer
Raymond V. Sozzi, Jr.
/s/ Christopher B. Andrews Vice President, Finance and Administration, June 22, 2000
-------------------------- Treasurer and Secretary (Principal Financial
Christopher B. Andrews and Accounting Officer)
/s/ John M. Connolly* Director June 22, 2000
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John M. Connolly
/s/ William S. Kaiser* Director June 22, 2000
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William S. Kaiser
/s/ John S. Katzman* Director June 22, 2000
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John S. Katzman
/s/ Marc J. Turtletaub* Director June 22, 2000
----------------------------------
Marc J. Turtletaub
/s/ Charles E. Young* Director June 22, 2000
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Charles E. Young
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*By: /s/ Christopher B. Andrews
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Christopher B Andrews, Attorney-in-Fact
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