<PAGE>

    As filed with the Securities and Exchange Commission on August 16, 2001

                                                      Registration No. 333-_____

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                            -----------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                ______________________________________________

                                 LEAPNET, INC.
            (Exact name of Registrant as Specified in Its Charter)

                ______________________________________________


                Delaware                               36-4079500
      (State or Other Jurisdiction                  (I.R.S. Employer
   of Incorporation or Organization)              Identification No.)

                420 West Huron Street, Chicago, Illinois 60610

                   (Address of Principal Executive Offices)

                 Leapnet Employee Incentive Compensation Plan

                           (Full Title of the Plans)

                     ------------------------------------

                              Robert M. Figliulo
        Chairman of the Board of Directors and Chief Executive Officer

                                 Leapnet, Inc.
                             420 West Huron Street
                           Chicago, Illinois  60610
                    (Name and Address of Agent for Service)

                                (312) 528-2900
         (Telephone Number, Including Area Code, of Agent For Service)

                                   Copy to:
                             John R. Hempill, Esq.
                            Morrison & Foerster LLP
                          1290 Avenue of the Americas
                              New York, NY  10104
                                (212) 468-8000

                     ------------------------------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==========================================================================================
                                                               Proposed         Proposed
                              Amount         Maximum           Maximum         Amount of
Title of Securities to be      to be      Offering Price  Aggregate Offering  Registration
  Registered                Registered     Per Share(1)        Price(1)           Fee
------------------------------------------------------------------------------------------
<S>                        <C>            <C>             <C>                 <C>
Common Stock, $.01 par
  value per share          1,000,000 (2)      $0.99          $990,000.00        $247.50
==========================================================================================
</TABLE>
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
     as amended, the proposed maximum offering price per share and the proposed
     aggregate maximum offering price have been determined on the basis of the
     high and low prices quoted on Nasdaq National Market on August 14, 2001.

(2)  Represents the number of additional shares that may be issued under the
     Leapnet Employee Incentive Compensation Plan.

================================================================================
<PAGE>

                                    PART I

                          INFORMATION REQUIRED IN THE
                           SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I of Form S-8
(plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Securities and Exchange
Commission Rule 424. These documents and the documents incorporated by reference
in this Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof),
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933, as amended (the "Securities Act").

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Pursuant to General Instruction E to Form S-8 under the Securities Act,
this Registration Statement is filed to register 1,000,000 additional shares of
Common Stock, $.01 par value per share ("Common Stock"), of Leapnet, Inc. (the
"Registrant") reserved for issuance under the terms of the Registrant's Employee
Incentive Compensation Plan, as amended.

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference herein:

     (1)  The contents of the Registrant's two Registration Statements on Form
          S-8, Commission File Nos. 333-24389 and 333-41908, respectively,
          including exhibits thereto, are hereby incorporated by reference into
          this Registration Statement, except as the same may be modified by the
          information set forth herein.

     (2)  The Registrant's report on Form 10-K for the eleven months ended
          December 31, 2000, as amended by its report on Form 10-K/A filed on
          April 30, 2001.

     (3)  The Registrant's two reports on Form 10-Q for the quarters ended March
          31, 2001 and June 30, 2001, respectively.

     (4)  The Registrant's two reports on Form 8-K dated May 8, 2001 and June
          26, 2001, respectively, and filed with the Commission on May 10, 2001
          and July 11, 2001, respectively.

                                       2
<PAGE>

     (5)  The Registrant's definitive Proxy Statement on Schedule 14A dated May
          10, 2001 and filed with the Commission on May 10, 2001, together with
          all supplemental material filed thereto.

     (6)  The description of the Common Stock contained in the Registrant's
          Registration Statement on Form 8-A filed September 4, 1996 pursuant to
          Section 12 of the Securities Exchange Act of 1934, as amended (the
          "Exchange Act") and all amendments thereto and reports filed for the
          purpose of updating such description.

     All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") after the date of this Registration Statement but
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 8.  Exhibits.

     5.1   Opinion of Morrison & Foerster LLP.

     23.1  Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).

     23.2  Consent of Arthur Andersen LLP Independent Auditors.

     24.1  Power of Attorney (See Signatures page).

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
the Securities Act;

               (ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement;

                                       3
<PAGE>

               (iii)  To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in the Registration Statement.

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
this Registration Statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act, and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

                                       4
<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 Chicago, State of Illinois, on this 31st day of July,
2001.

                                   LEAPNET, INC.

                                   By: /s/ Robert M. Figliulo
                                       -------------------------------

                                   Robert M. Figliulo

                                   Chairman of the Board of Directors and Chief
                                   Executive Officer

                               POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
Robert M. Figliulo his true and lawful attorneys-in-fact and agents, with full
power of substitution, to sign on his behalf, individually and in each capacity
stated below, all amendments and post-effective amendments to this Registration
Statement on Form S-8 and to file the same, with all exhibits thereto and any
other documents in connection therewith, with the Securities and Exchange
Commission under the Securities Act, granting unto said attorneys-in-fact and
agents 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 and to
all intents and purposes as each might or could do in person, hereby ratifying
and confirming each act that said attorneys-in-fact and agents may lawfully do
or cause to be done by virtue thereof.

     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 July 31, 2001.

<TABLE>
<CAPTION>
             Signature                                       Title
---------------------------------------  ---------------------------------------------------
<S>                                      <C>
      /s/ Robert M. Figliulo             Chairman of the Board of Directors, Chief Executive
---------------------------------------  Officer and Director
          Robert M. Figliulo             (Principal Executive Officer)

       /s/ Stephen J. Tober              Chief Operating Officer and Director
---------------------------------------
           Stephen J. Tober

       /s/ David A. Figliulo             Vice President - Sales and Director
---------------------------------------
           David A. Figliulo
</TABLE>

                                       5
<PAGE>

<TABLE>
<CAPTION>

<S>                                      <C>
/s/ Stephen T. Gambill                   Vice President and Chief Financial
---------------------------------------  Officer (Principal Financial and
         Stephen T. Gambill              Accounting Officer)


/s/ Scott Barnum                         Director
--------------------------------------
           Scott Barnum

/s/ Charles F. Moran                     Director
--------------------------------------
         Charles F. Moran

/s/ Peter Poli                           Director
--------------------------------------
           Peter Poli

/s/ Charles J. Ruder                     Director
--------------------------------------
        Charles J. Ruder
</TABLE>

                                       6
<PAGE>

                               INDEX TO EXHIBITS


Exhibit
Number              Description
------              -----------

5.1        Opinion of Morrison & Foerster LLP.

23.1       Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).

23.2       Consent of Arthur Andersen LLP, Independent Auditors.

24.1       Power of Attorney (See Signatures page).

                                       7
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 15671}]
{"company-data": {"conformed-name": "LEAPNET INC", "cik": "0001015665", "assigned-sic": "7311", "irs-number": "364079500", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67662", "film-number": "1716658"}, "business-address": {"street1": "420 W HURON ST", "city": "CHICAGO", "state": "IL", "zip": "60610", "phone": "3124940300"}, "former-company": {"former-conformed-name": "LEAP GROUP INC", "date-changed": "19960530"}}
As filed with the Securities and Exchange Commission on August 16, 2001

                                                      Registration No. 333-_____

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                            -----------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                ______________________________________________

                                 LEAPNET, INC.
            (Exact name of Registrant as Specified in Its Charter)

                ______________________________________________

                Delaware                               36-4079500
      (State or Other Jurisdiction                  (I.R.S. Employer
   of Incorporation or Organization)              Identification No.)

                420 West Huron Street, Chicago, Illinois 60610

                   (Address of Principal Executive Offices)

                 Leapnet Employee Incentive Compensation Plan

                           (Full Title of the Plans)

                     ------------------------------------

                              Robert M. Figliulo
        Chairman of the Board of Directors and Chief Executive Officer

                                 Leapnet, Inc.
                             420 West Huron Street
                           Chicago, Illinois  60610
                    (Name and Address of Agent for Service)

                                (312) 528-2900
         (Telephone Number, Including Area Code, of Agent For Service)

                                   Copy to:
                             John R. Hempill, Esq.
                            Morrison & Foerster LLP
                          1290 Avenue of the Americas
                              New York, NY  10104
                                (212) 468-8000

                     ------------------------------------

                        CALCULATION OF REGISTRATION FEE
==========================================================================================
                                                               Proposed         Proposed
                              Amount         Maximum           Maximum         Amount of
Title of Securities to be      to be      Offering Price  Aggregate Offering  Registration
  Registered                Registered     Per Share(1)        Price(1)           Fee
------------------------------------------------------------------------------------------
Common Stock, $.01 par
  value per share          1,000,000 (2)      $0.99          $990,000.00        $247.50
==========================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
     as amended, the proposed maximum offering price per share and the proposed
     aggregate maximum offering price have been determined on the basis of the
     high and low prices quoted on Nasdaq National Market on August 14, 2001.

(2)  Represents the number of additional shares that may be issued under the
     Leapnet Employee Incentive Compensation Plan.

================================================================================
PART I

                          INFORMATION REQUIRED IN THE
                           SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I of Form S-8
(plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Securities and Exchange
Commission Rule 424. These documents and the documents incorporated by reference
in this Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof),
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933, as amended (the "Securities Act").

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Pursuant to General Instruction E to Form S-8 under the Securities Act,
this Registration Statement is filed to register 1,000,000 additional shares of
Common Stock, $.01 par value per share ("Common Stock"), of Leapnet, Inc. (the
"Registrant") reserved for issuance under the terms of the Registrant's Employee
Incentive Compensation Plan, as amended.

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference herein:

     (1)  The contents of the Registrant's two Registration Statements on Form
          S-8, Commission File Nos. 333-24389 and 333-41908, respectively,
          including exhibits thereto, are hereby incorporated by reference into
          this Registration Statement, except as the same may be modified by the
          information set forth herein.

     (2)  The Registrant's report on Form 10-K for the eleven months ended
          December 31, 2000, as amended by its report on Form 10-K/A filed on
          April 30, 2001.

     (3)  The Registrant's two reports on Form 10-Q for the quarters ended March
          31, 2001 and June 30, 2001, respectively.

     (4)  The Registrant's two reports on Form 8-K dated May 8, 2001 and June
          26, 2001, respectively, and filed with the Commission on May 10, 2001
          and July 11, 2001, respectively.

                                       2
(5)  The Registrant's definitive Proxy Statement on Schedule 14A dated May
          10, 2001 and filed with the Commission on May 10, 2001, together with
          all supplemental material filed thereto.

     (6)  The description of the Common Stock contained in the Registrant's
          Registration Statement on Form 8-A filed September 4, 1996 pursuant to
          Section 12 of the Securities Exchange Act of 1934, as amended (the
          "Exchange Act") and all amendments thereto and reports filed for the
          purpose of updating such description.

     All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") after the date of this Registration Statement but
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 8.  Exhibits.

     5.1   Opinion of Morrison & Foerster LLP.

     23.1  Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).

     23.2  Consent of Arthur Andersen LLP Independent Auditors.

     24.1  Power of Attorney (See Signatures page).

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
the Securities Act;

               (ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement;

                                       3
(iii)  To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in the Registration Statement.

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
this Registration Statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act, and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

                                       4
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 Chicago, State of Illinois, on this 31st day of July,
2001.

                                   LEAPNET, INC.

                                   By: /s/ Robert M. Figliulo
                                       -------------------------------

                                   Robert M. Figliulo

                                   Chairman of the Board of Directors and Chief
                                   Executive Officer

                               POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
Robert M. Figliulo his true and lawful attorneys-in-fact and agents, with full
power of substitution, to sign on his behalf, individually and in each capacity
stated below, all amendments and post-effective amendments to this Registration
Statement on Form S-8 and to file the same, with all exhibits thereto and any
other documents in connection therewith, with the Securities and Exchange
Commission under the Securities Act, granting unto said attorneys-in-fact and
agents 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 and to
all intents and purposes as each might or could do in person, hereby ratifying
and confirming each act that said attorneys-in-fact and agents may lawfully do
or cause to be done by virtue thereof.

     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 July 31, 2001.
Signature                                       Title
---------------------------------------  ---------------------------------------------------
/s/ Robert M. Figliulo             Chairman of the Board of Directors, Chief Executive
---------------------------------------  Officer and Director
          Robert M. Figliulo             (Principal Executive Officer)

       /s/ Stephen J. Tober              Chief Operating Officer and Director
---------------------------------------
           Stephen J. Tober

       /s/ David A. Figliulo             Vice President - Sales and Director
---------------------------------------
           David A. Figliulo
5
/s/ Stephen T. Gambill                   Vice President and Chief Financial
---------------------------------------  Officer (Principal Financial and
         Stephen T. Gambill              Accounting Officer)

/s/ Scott Barnum                         Director
--------------------------------------
           Scott Barnum

/s/ Charles F. Moran                     Director
--------------------------------------
         Charles F. Moran

/s/ Peter Poli                           Director
--------------------------------------
           Peter Poli

/s/ Charles J. Ruder                     Director
--------------------------------------
        Charles J. Ruder
6
INDEX TO EXHIBITS

Exhibit
Number              Description
------              -----------

5.1        Opinion of Morrison & Foerster LLP.

23.1       Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).

23.2       Consent of Arthur Andersen LLP, Independent Auditors.

24.1       Power of Attorney (See Signatures page).

                                       7