content: <PAGE>
  
      As filed with the Securities and Exchange Commission on December 19, 2001
  
                                                       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)
  
  <TABLE>
  <CAPTION>
                                         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 (1)            SHARE             OFFERING PRICE               FEE
  ----------------------------------------------------------------------------------------------------------------------
  <S>                                 <C>                        <C>                    <C>                     <C>
  Common Stock, $.01 par value
  per share                           2,500,000 shares           $1.06(2)              $2,650,000(2)            $634
  ======================================================================================================================
  </TABLE>
  
  (1)      In accordance with Rule 416 under the Securities Act of 1933, as
           amended, 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)      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
           December 18, 2001 in accordance with Rules 457(c) and 457(h) of the
           Securities Act of 1933.
  
  ================================================================================
  <PAGE>
  
                       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>
  
  
                                     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 December
  19, 2001.
  
                                          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., Kenneth S. Goldman and Mark
  G. Borden, 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    December 19, 2001
  -------------------------------       Executive Officer (Principal Executive
  Raymond V. Sozzi                      Officer)
  
  /s/ Kenneth S. Goldman                Executive Vice President, Chief Financial     December 19, 2001
  -------------------------------       Officer and Treasurer (Principal Financial
  Kenneth S. Goldman                    and Accounting Officer)
  
  /s/ John M. Connolly                  Director                                      December 19, 2001
  -------------------------------
  John M. Connolly
  
  /s/ William S. Kaiser                 Director                                      December 19, 2001
  -------------------------------
  William S. Kaiser
  
  /s/ John S. Katzman                   Director                                      December 19, 2001
  -------------------------------
  John S. Katzman
  
  /s/ Marc J. Turtletaub                Director                                      December 19, 2001
  -------------------------------
  Marc J. Turtletaub
  </TABLE>
  
  <PAGE>
  
  <TABLE>
  <CAPTION>
            SIGNATURE                                 TITLE                                 DATE
            ---------                                 -----                                 ----
  <S>                                   <C>                                           <C>
  /s/ Charles E. Young                  Director                                      December 19, 2001
  -------------------------------
  Charles E. Young
  </TABLE>
  
  
  
  <PAGE>
  
  
                                    EXHIBIT INDEX
  
  
  EXHIBIT
  NUMBER       DESCRIPTION
  -------      -----------
  4.1(1)       Amended and Restated Certificate of Incorporation of the Registrant
  
  4.2(2)       Amended and Restated By-Laws of the Registrant
  
  5.1          Opinion of Hale and Dorr LLP
  
  23.1         Consent of PricewaterhouseCoopers LLP
  
  23.2         Consent of PricewaterhouseCoopers LLP
  
  23.3         Consent of Arthur Andersen LLP
  
  23.4         Consent of Hale and Dorr LLP (included in Exhibit 5.1)
  
  24.1         Power of Attorney (included on the signature page of this
               Registration Statement)
  
  --------------
  
  (1)    Incorporated herein by reference to Exhibit 3.1 to the Registrant's
         Annual Report on Form 10-K for the year ended December 31, 1999 (File No.
         000-26173).
  
  (2)    Incorporated herein by reference to Exhibit 3.2 to the Registrant's
         Annual Report on Form 10-K for the year ended December 31, 1999 (File No.
         000-26173).
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b41386s8s-8.txt", "description": "STUDENT ADVANTAGE, INC.", "secsgml_size_bytes": 8513}]
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": "333-75478", "film-number": "1817908"}, "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: As filed with the Securities and Exchange Commission on December 19, 2001
  
                                                       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 (1)            SHARE             OFFERING PRICE               FEE
  ----------------------------------------------------------------------------------------------------------------------
  Common Stock, $.01 par value
  per share                           2,500,000 shares           $1.06(2)              $2,650,000(2)            $634
  ======================================================================================================================
  (1)      In accordance with Rule 416 under the Securities Act of 1933, as
           amended, 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)      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
           December 18, 2001 in accordance with Rules 457(c) and 457(h) of the
           Securities Act of 1933.
  
  ================================================================================
  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.
  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 December
  19, 2001.
  
                                          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., Kenneth S. Goldman and Mark
  G. Borden, 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    December 19, 2001
  -------------------------------       Executive Officer (Principal Executive
  Raymond V. Sozzi                      Officer)
  
  /s/ Kenneth S. Goldman                Executive Vice President, Chief Financial     December 19, 2001
  -------------------------------       Officer and Treasurer (Principal Financial
  Kenneth S. Goldman                    and Accounting Officer)
  
  /s/ John M. Connolly                  Director                                      December 19, 2001
  -------------------------------
  John M. Connolly
  
  /s/ William S. Kaiser                 Director                                      December 19, 2001
  -------------------------------
  William S. Kaiser
  
  /s/ John S. Katzman                   Director                                      December 19, 2001
  -------------------------------
  John S. Katzman
  
  /s/ Marc J. Turtletaub                Director                                      December 19, 2001
  -------------------------------
  Marc J. Turtletaub
  SIGNATURE                                 TITLE                                 DATE
            ---------                                 -----                                 ----
  /s/ Charles E. Young                  Director                                      December 19, 2001
  -------------------------------
  Charles E. Young
  EXHIBIT INDEX
  
  EXHIBIT
  NUMBER       DESCRIPTION
  -------      -----------
  4.1(1)       Amended and Restated Certificate of Incorporation of the Registrant
  
  4.2(2)       Amended and Restated By-Laws of the Registrant
  
  5.1          Opinion of Hale and Dorr LLP
  
  23.1         Consent of PricewaterhouseCoopers LLP
  
  23.2         Consent of PricewaterhouseCoopers LLP
  
  23.3         Consent of Arthur Andersen LLP
  
  23.4         Consent of Hale and Dorr LLP (included in Exhibit 5.1)
  
  24.1         Power of Attorney (included on the signature page of this
               Registration Statement)
  
  --------------
  
  (1)    Incorporated herein by reference to Exhibit 3.1 to the Registrant's
         Annual Report on Form 10-K for the year ended December 31, 1999 (File No.
         000-26173).
  
  (2)    Incorporated herein by reference to Exhibit 3.2 to the Registrant's
         Annual Report on Form 10-K for the year ended December 31, 1999 (File No.
         000-26173).