As filed with the Securities and Exchange Commission on August 7, 1997
Registration No. 333-___________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

-----------------------
GLOBECOMM SYSTEMS INC.
(Exact name of registrant as specified in its charter)

DELAWARE 11-3225567
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
45 OSER AVENUE, HAUPPAUGE, NEW YORK 11788
(Address of principal executive offices) (Zip Code)

-----------------------
GLOBECOMM SYSTEMS INC.
1997 STOCK INCENTIVE PLAN
(Full title of the Plan)

-----------------------
DAVID E. HERSHBERG
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
GLOBECOMM SYSTEMS INC.
45 OSER AVENUE, HAUPPAUGE, NEW YORK 11788
(Name and address of agent for service)
(516) 231-9800
(Telephone number, including area code, of agent for service)

-----------------------

CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee
---------- ---------- --------- ----- ---

1997 STOCK INCENTIVE PLAN:
- --------------------------

Options to purchase
Common Stock 2,280,000 N/A N/A N/A

Common Stock 2,280,000 shares $10.00 $22,800,000 $6,909
$0.001 par value

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Globecomm Systems Inc. 1997
Stock Incentive Plan, by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration which results in an increase in the number of the
outstanding shares of Common Stock of Globecomm Systems Inc.

(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the initial public
offering price per share of Common Stock of Globecomm Systems Inc.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

Globecomm Systems Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission ("SEC"):

(a) The Registrant's Prospectus filed with the SEC pursuant to Rule 424(b)
of the Securities Act of 1933, as amended (the "1933 Act"), in
connection with Registration Statement No. 333-22425, filed with the
SEC on February 27, 1997, and the amendments thereto, in which there
is set forth the Registrant's audited consolidated financial
statements;

(b) The Registrant's Registration Statement No. 000-22839 on Form 8-A
filed with the SEC on July 15, 1997, pursuant to Section 12(g) of the
Securities Exchange Act of 1934 (the "1934 Act"), in which there is
described the terms, rights and provisions applicable to the
Registrant's outstanding Common Stock.

All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4. DESCRIPTION OF SECURITIES

Not Applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not Applicable.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant's Certificate of Incorporation provides that, except to the
extent prohibited by the Delaware General Corporation Law (the "Delaware Law"),
its directors shall not be personally liable to the Registrant or its
stockholders for monetary damages for any breach of fiduciary duty as directors
of the Registrant. Under Delaware law, the directors have a fiduciary duty to
the Registrant which is not eliminated by this provision of the Certificate of
Incorporation and, in appropriate circumstances, equitable remedies such as
injunctive or other forms of nonmonetary relief will remain available. In
addition, each director will continue to be subject to liability under Delaware
law for breach of the director's duty of loyalty to the company, for acts or
omissions which are found by a court of competent jurisdiction to be not in good
faith or involving intentional misconduct, for knowing violations of law, for
actions leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are prohibited by
Delaware law. This provision also does not affect the directors'
responsibilities under any other laws, such as the Federal securities laws or
state or Federal environmental laws. The Registrant has obtained liability
insurance for its officers and directors.

Section 145 of the Delaware Law empowers a corporation to indemnify its
directors and officers and to purchase insurance with respect to liability
arising out of their capacity or status as directors and officers, provided that
this provision shall not eliminate or limit the liability of a director: (i) for
any breach of the

director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) arising under Section 174 of the Delaware Law or
(iv) for any transaction from which the director derived an improper personal
benefit. The Delaware Law provides further that the indemnification permitted
thereunder shall not be deemed exclusive of any other rights to which the
directors and officers may be entitled under the corporation's bylaws, any
agreement, vote of stockholders or otherwise. The Registrant's Certificate of
Incorporation eliminates the personal liability of directors to the fullest
extent permitted by Section 102(b)(7) of the Delaware Law and provides that to
the fullest extent permitted by law, the Corporation shall fully indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (whether civil,
criminal, administrative or investigative) by reason of the fact that such
person is or was a director or officer of the Corporation, or is or was serving
at the request of the corporation as a director or officer of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding.

At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent as to which indemnification will be
required or permitted under the Certificate of Incorporation. The Registrant is
not aware of any threatened litigation or proceeding that may result in a claim
for such indemnification.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

Item 8. EXHIBITS

EXHIBIT NUMBER EXHIBIT

4 Instruments Defining the Rights of Stockholders. Reference is
made to the Registrant's Registration No. 000-22839 on Form 8-A
which is incorporated herein by reference pursuant to Item 3(b)
to this Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Price Waterhouse LLP.
23.3 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 1997 Stock Incentive Plan.
99.2 Notice of Grant.
99.3 Stock Option Agreement.
99.4 Addendum to Stock Option Agreement (Limited Stock Appreciation
Rights).
99.5 Stock Issuance Agreement.
99.6 Notice of Grant of Automatic Stock Option.
99.7 Automatic Stock Option Agreement.
99.8 Director Fee Option Grant Election.
99.9 Notice of Grant under Director Fee Option Grant Program.
99.10 Director Fee Stock Option Agreement.

II-2

Item 9. UNDERTAKINGS

A. The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement (i) to include any prospectus required
by Section 10(a)(3) of the 1933 Act to reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; PROVIDED, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the Registrant's 1997
Stock Incentive Plan.

B. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

C. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the SEC, such indemnification is
against public policy as expressed in the 1933 Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 City of Hauppauge, State of New
York, on this 6th day of August, 1997.

GLOBECOMM SYSTEMS INC.

By: /s/ Kenneth A. Miller
----------------------------------
Kenneth A. Miller
President and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

That the undersigned officers and directors of Globecomm Systems Inc.,
a Delaware corporation, do hereby constitute and appoint David E. Hershberg,
Kenneth A. Miller and Andrew C. Melfi, and each of them individually, with full
powers of substitution and resubstitution, the lawful attorneys-in-fact and
agents with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, determine may
be necessary or advisable or required to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both pre-
effective and post-effective, and supplements to this Registration Statement,
and to any and all instruments or documents filed as part of or in conjunction
with this Registration Statement or amendments or supplements thereof, and each
of the undersigned hereby ratifies and confirms that said attorneys and agents,
shall do or cause to be done by virtue hereof. This Power of Attorney may be
signed in several counterparts.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

SIGNATURE TITLE DATE

/s/ David E. Hershberg Chairman and Chief Executive Officer August 6, 1997
- -------------------------- and Director (Principal Executive Officer)
David E. Hershberg

/s/ Kenneth A. Miller President and Director August 6, 1997
- --------------------------
Kenneth A. Miller

/s/ Andrew C. Melfi Chief Financial Officer (Principal August 6, 1997
- -------------------------- Financial and Accounting Officer)
Andrew C. Melfi

II-4

SIGNATURE TITLE DATE

/s/ Thomas A. DiCicco Vice President and Director August 6, 1997
- --------------------------
Thomas A. DiCicco

/s/ Stephen C. Yablonski Vice President and Director August 6, 1997
- --------------------------
Stephen C. Yablonski

/s/ Donald G. Woodring Vice President and Director August 6, 1997
- --------------------------
Donald G. Woodring

Director ,1997
- -------------------------- -----
Herman Fialkov

Director ,1997
- -------------------------- -----
Shelley A. Harrison

Director ,1997
- -------------------------- -----
Benjamin Duhov

Director ,1997
- -------------------------- -----
Cecil J. Waylan

II-5

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

EXHIBITS

FORM S-8

UNDER

SECURITIES ACT OF 1933

GLOBECOMM SYSTEMS INC.

EXHIBIT INDEX

EXHIBIT NUMBER EXHIBIT