1 As Filed with the Securities and Exchange Commission on May 7, 2001 Registration No. 333-________ SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NETWORK PLUS CORP. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 04-3430576 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 41 PACELLA PARK DRIVE, RANDOLPH, MASSACHUSETTS 02368 (Address of Principal Executive Offices) (Zip Code) 1998 STOCK INCENTIVE PLAN, AS AMENDED (Full Title of the Plan) JAMES J. CROWLEY, ESQ. EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER NETWORK PLUS CORP. 41 PACELLA PARK DRIVE RANDOLPH, MASSACHUSETTS 02368 (Name and Address of Agent for Service) (781) 473-2000 (Telephone Number, Including Area Code, of Agent for Service) 2 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 Per Share Price Fee - ----------------------------------------------------------------------------------------- Common Stock, $.01 9,000,000 $3.30(1) $29,700,000(1) $7,425 par value shares - ----------------------------------------------------------------------------------------- (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 on the Nasdaq National Market on May 2, 2001 in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933. 3 Statement of Incorporation by Reference This Registration Statement on Form S-8 incorporates by reference the contents of Registration Statement on Form S-8, File No. 333-81933, filed by the Registrant on June 30, 1999, relating to the Registrant's 1998 Stock Incentive Plan. 4 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 Town of Randolph, Massachusetts on May 7, 2001. NETWORK PLUS CORP. By: /s/ James J. Crowley -------------------------- James J. Crowley Executive Vice President, Chief Operating Officer and Secretary POWER OF ATTORNEY We, the undersigned officers and directors of Network Plus Corp., hereby severally constitute Robert T. Hale, Jr., James J. Crowley, Robert J. Cobuzzi, and Jeffrey N. Carp, 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 Network Plus Corp. 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. 5 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 dates indicated. Signature Title Date --------- ----- ---- Chairman of the Board May 7, 2001 - --------------------------- Robert T. Hale /s/ Robert T. Hale, Jr, President, Chief Executive May 7, 2001 - --------------------------- Officer and Director (Principal Robert T. Hale, Jr. Executive Officer) /s/ James J. Crowley Executive Vice President, Chief May 7, 2001 - --------------------------- Operating Officer and Director James J. Crowley /s/ Robert J. Cobuzzi Executive Vice President, Chief May 7, 2001 - --------------------------- Financial Officer and Treasurer Robert J. Cobuzzi (Principal Financial and Accounting Officer) /s/ David Martin Director May 7, 2001 - --------------------------- David Martin /s/ Joseph McNay Director May 7, 2001 - --------------------------- Joseph McNay /s/ Lawrence Strickling Director May 7, 2001 - --------------------------- Lawrence Strickling 6 EXHIBIT INDEX Exhibit Number Description ------- ----------- 4.1 Specimen Certificate of Common Stock, $.01 par value per share, of the Registrant is incorporated herein by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form S-1, as amended (File No. 333-79479) 5 Opinion of Hale and Dorr LLP 23.1 Consent of Hale and Dorr LLP (included in Exhibit 5) 23.2 Consent of PricewaterhouseCoopers LLP, independent auditors 24 Power of Attorney (included in the signature pages of this Registration Statement)