As filed with the Securities and Exchange Commission on January 31, 2005 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 GLOBECOMM SYSTEMS INC. (Exact name of registrant as specified in its charter) DELAWARE 11-3225567 (State or other jurisdiction (IRS Employer Identification No.) of incorporation or organization) 45 OSER AVENUE, HAUPPAUGE, NEW YORK 11788 (Address of principal executive offices) (Zip Code) GLOBECOMM SYSTEMS INC. AMENDED AND RESTATED 1997 STOCK INCENTIVE PLAN (Full title of the Plan) DAVID E. HERSHBERG CHAIRMAN AND CHIEF EXECUTIVE OFFICER GLOBECOMM SYSTEMS INC. 45 OSER AVENUE, HAUPPAUGE, NEW YORK 11788 (Name and address of agent for service) (631) 231-9800 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE ========================================== ====================== ==================== ============================= =============== Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered (1) per Share Price Fee ========================================== ====================== ==================== ============================= =============== Amended and Restated 1997 Stock Incentive Plan Common Stock, $0.001 par value 144,390 shares $6.706(2) $968,279 (2) $114 ========================================== ====================== ==================== ============================= =============== (1) This Registration Statement shall also cover any additional shares of common stock which become issuable under the Globecomm Systems Inc. Amended and Restated 1997 Stock Incentive Plan (the "Plan") by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of common stock of Globecomm Systems Inc. (2) Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low selling prices per share of the common stock of Globecomm Systems Inc. on January 25, 2005 as reported on the Nasdaq National Market. On January 31, 2000, Globecomm Systems Inc. (the "Registrant") filed with the Securities and Exchange Commission a Registration Statement on Form S-8 (File No. 333-95783) relating to 95,623 shares of common stock to be offered and sold under the Plan set forth on the cover page of this Registration Statement, and the contents of such prior Registration Statement are incorporated into this Registration Statement by reference. This Registration Statement covers an additional increase of 144,390 shares of common stock effected in January 2005 pursuant to the automatic share increase provisions of the Plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits Exhibit Number Exhibit 5 Opinion and consent of Kramer Levin Naftalis & Frankel LLP. 23.1 Consent of Independent Registered Public Accounting Firm. 23.2 Consent of Kramer Levin Naftalis & Frankel LLP is contained in Exhibit 5. 24 Power of Attorney. Reference is made to page A-2 of this Registration Statement. 99 Amended and Restated 1997 Stock Incentive Plan, as amended and restated (effective January 3, 2005). A-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Hauppauge, state of New York, on this 31st day of January, 2005. GLOBECOMM SYSTEMS INC. By: /s/ David E. Hershberg -------------------------------- David E. Hershberg Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned officers and directors of Globecomm Systems Inc., a Delaware corporation, do hereby constitute and appoint David E. Hershberg, Chief Executive Officer, Kenneth A. Miller, President and Andrew C. Melfi, Chief Financial Officer, and each of them individually, with full powers of substitution and resubstitution, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that said attorneys and agents, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ David E. Hershberg Chairman of the Board and January 31, 2005 ------------------------------------ David E. Hershberg Chief Executive Officer (Principal Executive Officer) /s/ Andrew C. Melfi Vice President and Chief Financial Officer, January 31, 2005 ------------------------------------ Andrew C. Melfi and Treasurer (Principal Financial and Accounting Officer) /s/ Kenneth A. Miller President and Director January 31, 2005 ------------------------------------ Kenneth A. Miller A-2 Signature Title Date --------- ----- ---- /s/ Richard E. Caruso Director January 31, 2005 ------------------------------------ Richard E. Caruso /s/ Harry L. Hutcherson, Jr. Director January 31, 2005 ------------------------------------ Harry L Hutcherson, Jr. /s/ Brian T. Maloney Director January 31, 2005 ------------------------------------ Brian T. Maloney /s/ Jack A. Shaw Director January 31, 2005 ------------------------------------ Jack A. Shaw /s/ A. Robert Towbin Director January 31, 2005 ------------------------------------ A. Robert Towbin /s/ C. J. Waylan Director January 31, 2005 ------------------------------------ C. J. Waylan A-3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------------- EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8 UNDER THE SECURITIES ACT OF 1933, AS AMENDED ------------------------------------------- GLOBECOMM SYSTEMS INC. EXHIBIT INDEX ------------- Exhibit Number Exhibit -------------- ------- 5 Opinion and consent of Kramer Levin Naftalis & Frankel LLP. 23.1 Consent of Independent Registered Public Accounting Firm. 23.2 Consent of Kramer Levin Naftalis & Frankel LLP is contained in Exhibit 5. 24 Power of Attorney. Reference is made to page A-2 of this Registration Statement. 99 Amended and Restated 1997 Stock Incentive Plan, as amended and restated (effective January 3, 2005). ---------------- A-4