As filed with the Securities and Exchange Commission on December 17, 2003
Registration No. 333-40728
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
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)
1999 STOCK PLAN FOR FORMER COLLEGE411.COM, INC. STOCK OPTION HOLDERS
(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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DEREGISTRATION OF COMMON STOCK
On June 20, 2000, Student Advantage, Inc. (the "Registrant") filed a
Registration Statement on Form S-8, Registration No. 333-40728 (the
"Registration Statement"), for the sale of 361 shares (as adjusted to give
effect to the ten-for-one reverse stock split effected on each of June 28, 2002
and June 30, 2003) of the Registrant's Common Stock, $0.01 par value per share
(the "Common Stock"), under the Student Advantage, Inc. 1999 Stock Plan for
Former College411.com Stock Option Holders ("Plan"). This Post-Effective
Amendment No. 1 to the Registration Statement is being filed to deregister all
of the unsold shares of Common Stock issuable under the Plan and registered
under the Registration Statement, constituting 300 shares.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Post-Effective Amendment No. 1 to Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Boston, Commonwealth of Massachusetts, on December 17, 2003.
STUDENT ADVANTAGE, INC.
By: /s/ Raymond V. Sozzi, Jr.
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Raymond V. Sozzi, Jr.
Chairman of the Board, President and Chief
Executive Officer
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.
Signature Title Date
--------- ----- ----
/s/ Raymond V. Sozzi, Jr. Chairman of the Board, President and Chief December 17, 2003
- ------------------------- Executive Officer (principal executive
Raymond V. Sozzi, Jr. officer)
/s/ Sevim M. Perry Vice President, Finance, Chief Financial December 17, 2003
- ------------------------ Officer and Treasurer (principal financial
Sevim M. Perry and accounting officer)
* Director December 17, 2003
- -----------------------
John M. Connolly
* Director December 17, 2003
- -----------------------
William S. Kaiser
* Director December 17, 2003
- -----------------------
Marc J. Turtletaub
* Director December 17, 2003
- -----------------------
Charles E. Young
* by: /s/ Raymond V. Sozzi, Jr.
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Raymond V. Sozzi, Jr.
Attorney-in-fact