content: <PAGE>   1
       As filed with the Securities and Exchange Commission on June 30, 2000
  
                                                             Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      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)
  
  
                             1998 STOCK INCENTIVE PLAN
                              (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)
  
  ================================================================================
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
                                                            PROPOSED MAXIMUM          PROPOSED              AMOUNT OF
        TITLE OF SECURITIES             AMOUNT TO BE       OFFERING PRICE PER     MAXIMUM AGGREGATE        REGISTRATION
         TO BE REGISTERED                REGISTERED              SHARE             OFFERING PRICE              FEE
  ----------------------------        ----------------     ------------------     -----------------         -----------
  
  <S>                                 <C>                      <C>                    <C>                     <C>
  Common Stock, $.01 par value
  per share                           2,000,000 shares         $7.375(1)            $14,750,000(1)            $3,894.00
  </TABLE>
  
  --------------
  (1)      Estimated solely for the purpose of calculating the registration fee,
           and based upon the average of the high and low prices of the
           Registrant's Common Stock as reported by the Nasdaq National Market on
           June 29, 2000 in accordance with Rules 457(c) and 457(h) of the
           Securities Act of 1933.
  
  ================================================================================
  
  
  <PAGE>   2
  
  
                       STATEMENT OF INCORPORATION BY REFERENCE
  
           This Registration Statement on Form S-8 incorporates by reference the
  contents of the Registration Statement on Form S-8, File No. 333-81005, filed by
  the Registrant on June 18, 1999 relating to the Registrant's 1998 Stock
  Incentive Plan and 1998 California Stock Incentive Plan.
  
  
  
  
  
  
  <PAGE>   3
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, 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 City of Boston, Commonwealth of Massachusetts, on June 30,
  2000.
  
                                       STUDENT ADVANTAGE, INC.
  
                                       By: /s/ Raymond V. Sozzi, Jr.
                                           --------------------------------------
                                           Raymond V. Sozzi, Jr.
                                           President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
           We, the undersigned officers and directors of Student Advantage, Inc.
  hereby severally constitute Raymond V. Sozzi, Jr., Christopher B. Andrews and
  Mark G. Borden Esq., 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 Student Advantage, Inc. 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.
  
           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.
  
  
  <TABLE>
  <CAPTION>
        SIGNATURE                                             TITLE                           DATE
  
  <S>                                       <C>                                           <C>
  /s/ Raymond V. Sozzi                      Chairman of the Board, President and Chief    June 30, 2000
  --------------------                      Executive Officer (principal executive
  Raymond V. Sozzi                          officer)
  
  
  /s/ Christopher B. Andrews                Vice President, Finance and Administration    June 30, 2000
  --------------------------                and Chief Financial Officer (principal
  Christopher B. Andrews                    financial and accounting officer)
  
  
  /s/ John M. Connolly                      Director                                      June 30, 2000
  --------------------
  John M. Connolly
  
  /s/ William S. Kaiser                     Director                                      June 30, 2000
  ---------------------
  William S. Kaiser
  
  /s/ John S. Katzman                       Director                                      June 30, 2000
  -------------------
  John S. Katzman
  
  /s/ Marc J. Turtletaub                    Director                                      June 30, 2000
  ----------------------
  Marc J. Turtletaub
  
  /s/ Charles E. Young                      Director                                      June 30, 2000
  --------------------
  Charles E. Young
  </TABLE>
  
  
  <PAGE>   4
  
  
                                    EXHIBIT INDEX
  
  
   EXHIBIT
   NUMBER           DESCRIPTION
  
     4.1 (1)        Amended and Restated Certificate of Incorporation of the
                    Registrant
  
     4.2 (1)        Amended and Restated By-Laws of the Registrant
  
     4.3 (2)        Specimen certificate for shares of common stock.
  
     5.1            Opinion of Hale and Dorr LLP
  
    23.1            Consent of Hale and Dorr LLP (included in Exhibit 5.1)
  
    23.2            Consent of PricewaterhouseCoopers LLP
  
    24.1            Power of Attorney (included on the signature page of this
                    Registration Statement)
  
  
  
  
  
  
  
  --------------
  
  (1)   Incorporated herein by reference from the Registrant's Annual Report on
        Form 10-K filed March 30, 2000.
  
  (2)   Incorporated herein by reference from the Registrant's Registration
        Statement on Form S-1, as amended (File No. 333-75807) filed May 11, 1999.
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "STUDENT ADVANTAGE, INC. 1998 STOCK INCENTIVE PLAN", "secsgml_size_bytes": 7509}]
metadata_filer: {"company-data": {"conformed-name": "STUDENT ADVANTAGE INC", "cik": "0001073508", "assigned-sic": "8600", "irs-number": "043263743", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40586", "film-number": "666426"}, "business-address": {"street1": "280 SUMMER STREET", "city": "BOSTON", "state": "MA", "zip": "02210", "phone": "6179122011"}, "mail-address": {"street1": "280 SUMMER STREET", "city": "BOSTON", "state": "MA", "zip": "02210"}}
text: 1
       As filed with the Securities and Exchange Commission on June 30, 2000
  
                                                             Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      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)
  
                             1998 STOCK INCENTIVE PLAN
                              (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)
  
  ================================================================================
  
                           CALCULATION OF REGISTRATION FEE
  PROPOSED MAXIMUM          PROPOSED              AMOUNT OF
        TITLE OF SECURITIES             AMOUNT TO BE       OFFERING PRICE PER     MAXIMUM AGGREGATE        REGISTRATION
         TO BE REGISTERED                REGISTERED              SHARE             OFFERING PRICE              FEE
  ----------------------------        ----------------     ------------------     -----------------         -----------
  Common Stock, $.01 par value
  per share                           2,000,000 shares         $7.375(1)            $14,750,000(1)            $3,894.00
  --------------
  (1)      Estimated solely for the purpose of calculating the registration fee,
           and based upon the average of the high and low prices of the
           Registrant's Common Stock as reported by the Nasdaq National Market on
           June 29, 2000 in accordance with Rules 457(c) and 457(h) of the
           Securities Act of 1933.
  
  ================================================================================
  2
  
                       STATEMENT OF INCORPORATION BY REFERENCE
  
           This Registration Statement on Form S-8 incorporates by reference the
  contents of the Registration Statement on Form S-8, File No. 333-81005, filed by
  the Registrant on June 18, 1999 relating to the Registrant's 1998 Stock
  Incentive Plan and 1998 California Stock Incentive Plan.
  3
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, 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 City of Boston, Commonwealth of Massachusetts, on June 30,
  2000.
  
                                       STUDENT ADVANTAGE, INC.
  
                                       By: /s/ Raymond V. Sozzi, Jr.
                                           --------------------------------------
                                           Raymond V. Sozzi, Jr.
                                           President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
           We, the undersigned officers and directors of Student Advantage, Inc.
  hereby severally constitute Raymond V. Sozzi, Jr., Christopher B. Andrews and
  Mark G. Borden Esq., 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 Student Advantage, Inc. 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.
  
           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                      Chairman of the Board, President and Chief    June 30, 2000
  --------------------                      Executive Officer (principal executive
  Raymond V. Sozzi                          officer)
  
  /s/ Christopher B. Andrews                Vice President, Finance and Administration    June 30, 2000
  --------------------------                and Chief Financial Officer (principal
  Christopher B. Andrews                    financial and accounting officer)
  
  /s/ John M. Connolly                      Director                                      June 30, 2000
  --------------------
  John M. Connolly
  
  /s/ William S. Kaiser                     Director                                      June 30, 2000
  ---------------------
  William S. Kaiser
  
  /s/ John S. Katzman                       Director                                      June 30, 2000
  -------------------
  John S. Katzman
  
  /s/ Marc J. Turtletaub                    Director                                      June 30, 2000
  ----------------------
  Marc J. Turtletaub
  
  /s/ Charles E. Young                      Director                                      June 30, 2000
  --------------------
  Charles E. Young
  4
  
                                    EXHIBIT INDEX
  
   EXHIBIT
   NUMBER           DESCRIPTION
  
     4.1 (1)        Amended and Restated Certificate of Incorporation of the
                    Registrant
  
     4.2 (1)        Amended and Restated By-Laws of the Registrant
  
     4.3 (2)        Specimen certificate for shares of common stock.
  
     5.1            Opinion of Hale and Dorr LLP
  
    23.1            Consent of Hale and Dorr LLP (included in Exhibit 5.1)
  
    23.2            Consent of PricewaterhouseCoopers LLP
  
    24.1            Power of Attorney (included on the signature page of this
                    Registration Statement)
  
  --------------
  
  (1)   Incorporated herein by reference from the Registrant's Annual Report on
        Form 10-K filed March 30, 2000.
  
  (2)   Incorporated herein by reference from the Registrant's Registration
        Statement on Form S-1, as amended (File No. 333-75807) filed May 11, 1999.