As filed with the Securities and Exchange Commission on March 6, 2008
Registration No.____________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

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)

(Full title of the plans)

Richard J. Boyle, Jr.
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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

(Calculation of Registration Fee on following page)

 

 

Title of each class of securities to be registered

Amount to be registered(1)

Proposed maximum offering price per share

Proposed maximum aggregate offering price

Amount of registration fee

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

1,556,332 shares

$13.74 (2)

$21,384,002 (2)

$841

(1)		This registration statement shall also cover any additional shares of common stock which become issuable under any of the plans being registered pursuant to this registration statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of common stock.
(2)		Estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee on the basis of $13.74 per share, which represents the average of the high and low prices of the Common Stock reported on the Nasdaq Global Market for January 31, 2008.

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 Statements filed with the Securities and Exchange Commission (the “Commission”) on June 6, 2006 (File No. 333-134765) and on January 29, 2007 (File No. 333-140288) are 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 latest Annual Report on Form 10-K for the fiscal year end December 31, 2007 (File No. 000-52026), filed with the Commission on March 4, 2008 pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

     (b) The Registrant’s Current Report on Form 8-K (with File No. 000-52026) filed with the Commission on January 15, 2008 and the Registrant’s Current Report on Form 8-K filed with the Commission on February 5, 2008, other than for information contained in Item 2.02 of such report.

     (c) The description of the Registrant’s common stock contained in its Registration Statement on Form 8-A (File No. 000-52026), filed pursuant to Section 12(g) of 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
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)

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 March 6, 2008.

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.		Chief Executive Officer, and Chairman of the Board of Directors (Principal Executive Officer)		March 6, 2008
/s/ BRENT STUMME   Brent Stumme		Chief Financial Officer and Senior Vice President, Finance and Administration (Principal Financial and Accounting Officer)		March 6, 2008
/s/ NOEL J. FENTON   Noel J. Fenton		Director		March 6, 2008
/s/ WILLIAM A. MILLICHAP   William A. Millichap		Director		March 6, 2008
/s/ THOMAS E. UNTERMAN   Thomas E. Unterman		Director		March 6, 2008
/s/ DENNIS CHOOKASZIAN   Dennis Chookaszian		Director		March 6, 2008
/s/ SCOTT INGRAHAM   Scott Ingraham		Director		March 6, 2008
/s/ WILLIAM BYRNES   William Byrnes		Director		March 6, 2008