As filed with the Securities and Exchange Commission on June 12, 2002
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
STORAGENETWORKS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 04-3436145
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
225 Wyman Street
Waltham, Massachusetts 02451
(781) 622-6700
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Principal Executive Offices)
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2000 STOCK PLAN
2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
2000 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
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Dean J. Breda
Vice President and General Counsel
225 Wyman Street
Waltham, Massachusetts 02451
(781) 622-6700
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount of
Securities to be Registered (1) Maximum Maximum Registration
Registered Offering Price Aggregate Fee
Per Share Offering Price
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Common Stock 3,303,440 shares (2) $1.745 (3) $5,764,502.80 $530.33
$0.01 par value
per share
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1. In accordance with Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement shall be deemed to cover any
additional securities that may from time to time be offered or issued to prevent
dilution resulting from stock splits, stock dividends or similar transactions.
2. Consists of (i) 3,000,000 shares issuable under the 2000 Stock Plan, (ii)
75,000 shares issuable under the 2000 Non-Employee Director Stock Option Plan
and (iii) 228,440 shares issuable under the 2000 Employee Stock Purchase Plan.
3. Estimated solely for purposes of calculating the registration fee pursuant to
Rules 457(c) and 457(h) of the Securities Act, and based upon the average of the
high and low prices of the Registrant's Common Stock on the Nasdaq National
Market on June 7, 2002, a date within five (5) business days of the filing of
this Registration Statement.
PART II
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement is being filed for the purpose of registering
additional securities of the same class as other securities for which
registration statements on Form S-8 have previously been filed. Accordingly,
pursuant to General Instruction E to Form S-8, except as otherwise set forth
below, this Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statements on Form S-8 filed by the Registrant on
October 17, 2000 (File No. 333- 48096) relating to our Amended and Restated 1998
Stock Incentive Plan, 2000 Stock Plan, 2000 Non-Employee Director Stock Option
Plan and 2000 Employee Stock Purchase Plan, and on October 12, 2001 (File No.
333-71520), relating to our 2000 Stock Plan.
ITEM 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is incorporated herein by
reference.
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 Waltham, Massachusetts, on this 10th day of June, 2002.
STORAGENETWORKS, INC.
By: /s/ Dean J. Breda
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Dean J. Breda
Vice President and General
Counsel
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
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* Chief Executive Officer and June 10, 2002
__________________ Chairman of the Board (Principal
Peter W. Bell executive officer)
* Chief Operating Officer, Chief Financial Officer and June 10, 2002
__________________ Treasurer (Principal financial and accounting officer)
Paul C. Flanagan
* Director June 10, 2002
__________________
William D. Miller
* Director June 10, 2002
__________________
Robert E. Davoli
* Director June 10, 2002
__________________
Stephen J. Gaal
* Director June 10, 2002
__________________
Michael D. Lambert
* By: /s/ Dean J. Breda
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Dean J. Breda
Attorney-in-Fact
EXHIBIT INDEX
Exhibit
Number Description
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5 Opinion of Dean J. Breda, Esq.
23.1 Consent of Dean J. Breda, Esq. (included in Exhibit 5)
23.2 Consent of Ernst and Young LLP
24.1 Powers of attorney