As filed with the Securities and Exchange Commission on January 29, 2007
Registration No. 333-____________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

LOOPNET, INC.

(Exact name of Registrant as specified in its charter)

Delaware		77-0463987
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

185 Berry Street, Suite 4000
San Francisco, CA 94107
(Address of Principal Executive Offices)

2006 Equity Incentive Plan
(Full title of the plans)

Richard J. Boyle, Jr.
President, Chief Executive Officer, and Chairman of the Board of Directors
LoopNet, Inc.
185 Berry Street, Suite 4000
San Francisco, CA 94107
(Name and address of agent for service)

(415) 243-4200
(Telephone number, including area code, of agent for service)

Copy to:

Karen Dempsey, Esq.
Heller Ehrman LLP
333 Bush Street
San Francisco, CA 94104

(Calculation of Registration Fee on following page)

 

 

CALCULATION OF REGISTRATION FEE

Proposed

Proposed

maximum

maximum

Amount of

Title of each class of securities

Amount to be

offering price

aggregate offering

registration

to be registered

registered(1)

per share

price

fee

1,515,885 shares

$16.63

(2

)

$25,209,167

(2

)

$2,697.38

Common Stock, par value $0.001, reserved      for future issuance under the 2006 Equity Incentive Plan

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

General Instruction E Information

     This Registration Statement on Form S-8 is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of LoopNet, Inc. (the “Registrant”) on Form S-8 relating to the same employee benefit plan is effective. The Registrant’s Form S-8 Registration Statement filed with the Securities and Exchange Commission (the “Commission”) on June 6, 2006, File No. 333-134765 is hereby incorporated by reference.

Item 3.      Incorporation of Documents by Reference.

     The following documents, which have been filed by the Registrant with the Commission are hereby incorporated by reference:

     (a)     The Registrant’s Registration Statement on Form S-1, as amended (Registration No. 333-132138), filed under the Securities Act, including any amendment or prospectus pursuant to Rule 424(b).

     (b)     The Registrant’s Quarterly Reports on Form 10-Q (File No. 000-52026) for the quarters ended June 30, 2006 and September 30, 2006.

     (c)     The description of the Registrant’s common stock contained in its Registration Statement on Form 8-A, filed pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

     All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing such documents.

Item 8.        Exhibits.

Exhibit
Number
5.1		Opinion of Heller Ehrman LLP
10.3*		LoopNet, Inc. 2006 Equity Incentive Plan
10.4*		Form of Option Agreement under LoopNet, Inc. 2006 Equity Incentive Plan
23.1		Consent of Heller Ehrman LLP (included in Exhibit 5.1)
23.2		Consent of Ernst & Young LLP, independent registered public accounting firm
24.1		Powers of Attorney (see page 4)
*		Incorporated by reference to the exhibit of the corresponding number filed with the Registrant’s Registration Statement on Form S-1, as amended (No. 333-132138)

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 City of San Francisco, State of California, on January 29, 2007.

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard J. Boyle, Jr. and Brent Stumme, jointly and severally, his or her attorneys-in-fact and agents, each with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendments to this Registration Statement on Form S-8, and to file such amendments, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to each attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorneys-in-fact and agents, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Richard J. Boyle, Jr.   Richard J. Boyle, Jr.		President, Chief Executive Officer, and Chairman of the Board of Directors (Principal Executive Officer)		January 29, 2007
/s/ Brent Stumme   Brent Stumme		Chief Financial Officer and Senior Vice President, Finance and Administration (Principal Financial and Accounting Officer)		January 29, 2007
/s/ Jeffrey D. Brody   Jeffrey D. Brody		Director		January 29, 2007
/s/ Noel J. Fenton   Noel J. Fenton		Director		January 29, 2007
/s/ William A. Millichap   William A. Millichap		Director		January 29, 2007
/s/ Thomas E. Unterman   Thomas E. Unterman		Director		January 29, 2007
/s/ Dennis Chookaszian   Dennis Chookaszian		Director		January 29, 2007
/s/ Scott Ingraham   Scott Ingraham		Director		January 29, 2007
/s/ William Byrnes   William Byrnes		Director		January 29, 2007

INDEX TO EXHIBITS

Exhibit
Number
5.1		Opinion of Heller Ehrman LLP
10.3*		LoopNet, Inc. 2006 Equity Incentive Plan
10.4*		Form of Option Agreement under LoopNet, Inc. 2006 Equity Incentive Plan
23.1		Consent of Heller Ehrman LLP (included in Exhibit 5.1)
23.2		Consent of Ernst & Young LLP, independent registered public accounting firm
24.1		Powers of Attorney (see page 45)

*

Incorporated by reference to the exhibit of the corresponding number filed with the Registrant’s Registration Statement on Form S-1, as amended (No. 333-132138)