content: <PAGE>
        As filed with the Securities and Exchange Commission on June 18, 2002
  
                                                         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)
  
  
                          1999 EMPLOYEE STOCK PURCHASE 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                       550,000 shares         $.20(1)             $110,000(1)           $10.20
  </TABLE>
  
  --------------
  <PAGE>
  
  (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
           June 14, 2002 in accordance with Rules 457(c) and 457(h) of the
           Securities Act of 1933, as amended.
  
  ================================================================================
  <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. 333-81003, filed by
  the Registrant on June 18, 1999 relating to the Registrant's 1999 Employee Stock
  Purchase 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 June 18,
  2002.
  
                                        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. and Kenneth S. Goldman, 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, Jr.         Chairman of the Board, President and         June 18, 2002
  ------------------------------     Chief Executive Officer (principal
  Raymond V. Sozzi, Jr.              executive officer)
  
   /s/ Kenneth S. Goldman            Executive Vice President, Chief              June 18, 2002
  ------------------------------     Financial Officer  and Treasurer
  Kenneth S. Goldman                 (principal financial and accounting
                                     officer)
  
   /s/ John M. Connolly                   Director                                June 18, 2002
  ------------------------------
  John M. Connolly
  
   /s/ William S. Kaiser                  Director                                June 18, 2002
  ------------------------------
  William S. Kaiser
  
   /s/ John S. Katzman                    Director                                June 18, 2002
  ------------------------------
  John S. Katzman
  
   /s/ Marc J. Turtletaub                 Director                                June 18, 2002
  ------------------------------
  Marc J. Turtletaub
  
   /s/ Charles E. Young                   Director                                June 18, 2002
  ------------------------------
  Charles E. Young
  </TABLE>
  
  <PAGE>
  
                                    EXHIBIT INDEX
  
  Exhibit
  Number         Description
  --------       -----------
  
    4.1          Amended and Restated Certificate of Incorporation of the
                 Registrant
  
    4.2(1)       Amended and Restated By-Laws of the Registrant
  
    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 Arthur Andersen LLP
  
   23.3          Consent of PricewaterhouseCoopers LLP
  
   24.1          Power of Attorney (included on the signature page of this
                 Registration Statement)
  
  --------------
  
  (1)  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": "b43308sasv8.txt", "description": "STUDENT ADVANTAGE, INC.", "secsgml_size_bytes": 7664}]
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": "333-90672", "film-number": "02681107"}, "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 June 18, 2002
  
                                                         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)
  
                          1999 EMPLOYEE STOCK PURCHASE 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                       550,000 shares         $.20(1)             $110,000(1)           $10.20
  --------------
  (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
           June 14, 2002 in accordance with Rules 457(c) and 457(h) of the
           Securities Act of 1933, as amended.
  
  ================================================================================
  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. 333-81003, filed by
  the Registrant on June 18, 1999 relating to the Registrant's 1999 Employee Stock
  Purchase 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 June 18,
  2002.
  
                                        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. and Kenneth S. Goldman, 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, Jr.         Chairman of the Board, President and         June 18, 2002
  ------------------------------     Chief Executive Officer (principal
  Raymond V. Sozzi, Jr.              executive officer)
  
   /s/ Kenneth S. Goldman            Executive Vice President, Chief              June 18, 2002
  ------------------------------     Financial Officer  and Treasurer
  Kenneth S. Goldman                 (principal financial and accounting
                                     officer)
  
   /s/ John M. Connolly                   Director                                June 18, 2002
  ------------------------------
  John M. Connolly
  
   /s/ William S. Kaiser                  Director                                June 18, 2002
  ------------------------------
  William S. Kaiser
  
   /s/ John S. Katzman                    Director                                June 18, 2002
  ------------------------------
  John S. Katzman
  
   /s/ Marc J. Turtletaub                 Director                                June 18, 2002
  ------------------------------
  Marc J. Turtletaub
  
   /s/ Charles E. Young                   Director                                June 18, 2002
  ------------------------------
  Charles E. Young
  EXHIBIT INDEX
  
  Exhibit
  Number         Description
  --------       -----------
  
    4.1          Amended and Restated Certificate of Incorporation of the
                 Registrant
  
    4.2(1)       Amended and Restated By-Laws of the Registrant
  
    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 Arthur Andersen LLP
  
   23.3          Consent of PricewaterhouseCoopers LLP
  
   24.1          Power of Attorney (included on the signature page of this
                 Registration Statement)
  
  --------------
  
  (1)  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).