As filed with the Securities and Exchange Commission on March 24, 2006

Registration No. 333-_____

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

NAVISITE, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware		52-2137443
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

400 Minuteman Road, Andover, Massachusetts		01810
(Address of Principal Executive Offices)		(Zip Code)

Amended and Restated 2003 Stock Incentive Plan, as amended
(Full Title of the Plan)

Monique Cormier, Esq.
General Counsel and Secretary
NaviSite, Inc.
400 Minuteman Road
Andover, Massachusetts 01810
(Name and Address of Agent for Service)

(978) 682-8300
(Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Thomas B. Rosedale, Esq.
BRL Law Group LLC
31 St. James Avenue, Suite 850
Boston, Massachusetts 02116
(617) 399-6931

CALCULATION OF REGISTRATION FEE

Proposed

Proposed

Maximum

Maximum

Amount

Offering

Aggregate

Amount of

to be

Price

Offering

Registration

Title of Securities to be Registered

Registered

Per Share

Price

Fee

Common Stock, $.01 par value

4,527,500 shares

$

2.12

(1)

$

9,598,300

(1)

$

1,027.02

									Proposed					Proposed
									Maximum					Maximum
				Amount					Offering					Aggregate					Amount of
				to be					Price					Offering					Registration
	Title of Securities to be Registered			Registered					Per Share					Price					Fee
				235,000 shares					$	1.45	(2)			$	340,750	(2)			$	36.46
				61,000 shares					$	1.44	(2)			$	87,840	(2)			$	9.40
				134,500 shares					$	1.44	(2)			$	193,680	(2)			$	20.72
				32,000 shares					$	1.85	(2)			$	59,200	(2)			$	6.33
				10,000 shares					$	1.66	(2)			$	16,600	(2)			$	1.78
	Total:			5,000,000 shares										$	10,296,370				$	1,101.71

Statement of Incorporation by Reference:

     In accordance with General Instruction E to Form S-8, this Registration Statement on Form S-8 incorporates by reference the contents of the Registration Statement on Form S-8 (File No. 333-111165) filed by the Registrant on December 15, 2003 and the Registration Statement on Form S-8 (File No. 333-117545) filed by the Registrant on July 21, 2004, relating to the Registrant’s Amended and Restated 2003 Stock Incentive Plan, as amended (the “Plan”), except as to the item set forth below. This Registration Statement provides for the registration of an additional 5,000,000 shares under the 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, 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 Town of Andover, Commonwealth of Massachusetts on March 24, 2006.

POWER OF ATTORNEY

     We, the undersigned officers and directors of NaviSite, Inc., hereby severally constitute Arthur P. Becker, John J. Gavin, Jr. and Monique Cormier, 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 NaviSite, 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 of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 24, 2006.

Signature		Title
/s/ Andrew Ruhan   Andrew Ruhan		Chairman of the Board of Directors
/s/ Arthur P. Becker   Arthur P. Becker		Chief Executive Officer, President and Director (Principal Executive Officer)
/s/ John J. Gavin, Jr.   John J. Gavin, Jr.		Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ Gabriel Ruhan   Gabriel Ruhan		Director
/s/ James H. Dennedy   James H. Dennedy		Director
/s/ Thomas R. Evans   Thomas R. Evans		Director
/s/ Larry W. Schwartz   Larry W. Schwartz		Director

EXHIBIT INDEX

Exhibit
Number		Description
4.1		Amended and Restated Certificate of Incorporation is incorporated herein by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 1999 (File No. 000-27597).
4.2		Certificate of Amendment of Amended and Restated Certificate of Incorporation, dated as of January 4, 2003, is incorporated herein by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2003 (File No. 000-27597).
4.3		Certificate of Amendment of Amended and Restated Certificate of Incorporation, dated as of January 7, 2003 is incorporated herein by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2003 (File No. 000-27597).
4.4		Amended and Restated By-Laws is incorporated herein by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 1999 (File No. 000-27597).
4.5		Specimen Certificate of Common Stock, $.01 par value per share, of the Registrant is incorporated herein by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-1 (File No. 333-83501).
5		Opinion of BRL Law Group LLC.
23.1		Consent of BRL Law Group LLC (included in Exhibit 5).
23.2		Consent of KPMG LLP, Independent Registered Public Accounting Firm.
24		Power of Attorney (included in the signature pages of this Registration Statement).
99.1		NaviSite, Inc. Amended and Restated 2003 Stock Incentive Plan is incorporated herein by reference to Appendix II to the Registrant’s Definitive Schedule 14C filed January 5, 2005 (File No. 000-27597).
99.2		Amendment No. 1 to NaviSite, Inc. Amended and Restated 2003 Stock Incentive Plan is incorporated herein by reference to Appendix II to the Registrant’s Definitive Schedule 14C filed January 5, 2005 (File No. 000-27597).
99.3		Amendment No. 2 to NaviSite, Inc. Amended and Restated 2003 Stock Incentive Plan is incorporated herein by reference to Appendix II to the Registrant’s Definitive Schedule 14C filed March 14, 2006 (File No. 000-27597).