<PAGE>

As filed with the Securities and Exchange Commission on August 11, 1999
                                         REGISTRATION STATEMENT NO. 333-


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

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

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


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

        DELAWARE                                      38-3431501
(State of Incorporation)                 (I.R.S. Employer Identification No.)

                       4660 S. HAGADORN ROAD, SUITE 320
                         EAST LANSING, MICHIGAN  48823
                                (517) 324-8940
                   (Address of Principal Executive Offices)

                               VOYAGER.NET, INC.
                             AMENDED AND RESTATED
                     1998 STOCK OPTION AND INCENTIVE PLAN
                           (Full Title of the Plan)

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


                              CHRISTOPHER P. TORTO
                            CHIEF EXECUTIVE OFFICER
                               VOYAGER.NET, INC.
                        4660 S. HAGADORN ROAD, SUITE 320
                          EAST LANSING, MICHIGAN 48823
                                 (517) 324-8940
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)

                                With a copy to:
                              DAVID F. DIETZ, P.C.
                          GOODWIN, PROCTER & HOAR  LLP
                                 EXCHANGE PLACE
                       BOSTON, MASSACHUSETTS  02109-2881
                                 (617) 570-1000

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



                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
 Title of Securities Being    Amount to Be        Proposed Maximum            Proposed Maximum          Amount of
 Registered                   Registered(1)   Offering Price Per Share   Aggregate Offering Price    Registration Fee
---------------------------------------------------------------------------------------------------------------------
<S>                          <C>              <C>                        <C>                         <C>
Common Stock, par value           148,800                 $  .0004              $        59.52       $     .02
$.0001 per share (2)              167,400                 $ 4.84                $   810,216          $  225.24
                                2,391,656                 $15.00                $35,874,840          $9,973.21
---------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.0001 per share                2,975,832                 $ 8.69                $25,859,980.08 (3)   $7,189.07
=====================================================================================================================
</TABLE>

(1) This Registration Statement also relates to such indeterminate number of
    additional shares available for issuance under the Voyager.net, Inc. Amended
    and Restated 1998 Stock Option and Incentive Plan (the "Plan") as may be
    required pursuant to the Plan in the event of a stock dividend, stock split,
    recapitalization or other similar event.

(2) The aggregate offering price and fee are computed based on the exercise
    price of the options to purchase shares of Common Stock of Voyager.net,
    Inc., which have been granted to date under the Plan in accordance with
    Rule 457(h) under the Securities Act of 1933, as amended (the "Securities
    Act")

(3) Estimated solely for purposes of determining the registration fee pursuant
    to Rule 457(c) and (h) under the Securities Act based on the average of the
    high and low sales prices on the Nasdaq National Market on August 10, 1999.

<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.
          -----------------------------------------------

     Voyager.net, Inc. (the "Registrant") hereby incorporates by reference the
following documents which have previously been filed with the Securities and
Exchange Commission (the "Commission"):

     (a)  the Registrant's Prospectus dated July 20, 1999 as filed with the
          Commission on July 21, 1999 pursuant to Rule 424(b) under the
          Securities Act:

     (b)  all other reports filed with the Commission by the Registrant pursuant
          to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
          amended (the "Exchange Act") since July 21, 1999; and

     (c)  the description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 8-A, as filed with the
          Commission on July 9, 1999, including any amendment or report filed
          for the purpose of updating such description.

     In addition, all documents subsequently filed with the Commission 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 hereto that indicates that all
securities offered hereunder 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 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 hereof to the
extent that a statement contained herein or in any subsequently filed document
which also is 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 5.   Interests of Named Experts and Counsel.
          --------------------------------------

     The validity of the shares to be offered hereby will be passed upon for the
Registrant by Goodwin, Procter & Hoar  LLP, Boston, Massachusetts, counsel to
the Registrant.  A professional corporation owned by David F. Dietz, the
Secretary of the Registrant, is a partner of Goodwin, Procter & Hoar  LLP, which
receives compensation from the Registrant for rendering legal services.

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

     In accordance with Section 145 of the General Corporation Law of the State
of Delaware, Article VII of the Registrant's Second Amended and Restated
Certificate of Incorporation (the "Certificate") provides that no director of
the Registrant shall be personally liable to the Registrant or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Registrant
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, or (iii) for any
transaction from which the director derived an improper personal benefit.  In
addition, the Certificate provides that if the Delaware General Corporation Law
is amended to authorize the further elimination or limitation of the liability
of directors, then the liability of a director of the Registrant shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended.

     Article V of the Registrant's Amended and Restated By-laws (the "By-laws")
provides that the Registrant shall indemnify its directors, officers and, in the
discretion of the Board of Directors, certain non-officer employees under
certain circumstances against expenses (including attorneys' fees, judgments,
fines and amounts paid in settlement) reasonably incurred in connection with the
defense or settlement of any threatened, pending or completed legal proceeding
in which any such person is involved by reason of the fact that such person is
or was a

                                     II-1
<PAGE>

director, officer or employee of the Registrant if such person acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the Registrant, and, with respect to criminal actions or
proceedings, if such person had no reasonable cause to believe his or her
conduct was unlawful. Article V of the By-laws requires the advancement of
expenses to directors in proceedings involving such directors in most
circumstances and, at the discretion of the Board of Directors, allows the
advancement of expenses to officers or non-officer employees in proceedings
involving such officers or non-officer employees.

     The Registrant has entered into indemnification agreements with each of its
directors reflecting the provisions of the By-laws.

Item 8.   Exhibits.
          --------

     The following is a complete list of exhibits filed as part of this
Registration Statement.

Exhibit
-------

  4.1     Second Amended and Restated Certificate of Incorporation of
          Voyager.net, Inc.
  4.2     Amended and Restated By-laws of Voyager.net, Inc.
  5.1     Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
          securities being registered.
  23.1    Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1
          hereto).
  23.2    Consent of PricewaterhouseCoopers LLP.
  24.1    Powers of Attorney (included in the signature page of this
          Registration Statement).
  99.1    Voyager.net, Inc. Amended and Restated 1998 Stock Option and
          Incentive Plan
--------------------------------------------------------------------------------

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. Not withstanding the foregoing, any increase or
                      decrease in volume of securities offered (if the total
                      dollar value of securities offered would not exceed that
                      which was registered) and any deviation from the low or
                      high end of the estimated maximum offering range may be
                      reflected in the form of prospectus filed with the
                      Commission pursuant to Rule 424(b) if, in the aggregate,
                      the changes in volume and price represent no more than 20
                      percent change in the maximum aggregate offering price set
                      forth in the "Calculation of Registration Fee" table in
                      the effective Registration Statement;

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

                                     II-2
<PAGE>

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do
          not apply if the information required to be included in a post-
          effective amendment by those paragraphs is contained in periodic
          reports filed by the undersigned Registrant pursuant to Section 13 or
          Section 15(d) of the Exchange Act that are incorporated by reference
          in the 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
          therein, 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 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 or paid 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
          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.

                                     II-3
<PAGE>

                                   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 Boston, Commonwealth of Massachusetts, on this 11th
day of August, 1999.

                                      VOYAGER.NET, INC.

                                      By:  /s/ Christopher P. Torto
                                           ------------------------
                                           Christopher P. Torto
                                           President and Chief Executive Officer

     KNOW ALL BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints each of Christopher P. Torto and Dennis J.
Stepaniak as such person's true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for such person in such person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
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 to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that any said attorney-in-fact
and agent, or any substitute or substitutes of any of them, may lawfully 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 date indicated.
<TABLE>
<CAPTION>

          SIGNATURE                       TITLE                                   DATE
-----------------------------   ---------------------------------------   --------------------
<S>                             <C>                                       <C>

/s/ Christopher P. Torto        President, Chief Executive Officer         August 11, 1999
-----------------------------   and Director (Principal Executive
Christopher P. Torto            Officer)


/s/ Dennis J. Stepaniak         Chief Financial Officer (Principal
-----------------------------   Financial Officer and Principal            August 11, 1999
Dennis J. Stepaniak             Accounting Officer)


/s/ Glenn R. Friedly            Director                                   August 11, 1999
-----------------------------
Glenn R. Friedly

/s/ John G. Hayes               Director                                   August 11, 1999
-----------------------------
John G. Hayes

/s/ Christopher S. Gaffney      Director                                   August 11, 1999
-----------------------------
Christopher S. Gaffney

/s/ Gerald H. Taylor            Director                                   August 11, 1999
-----------------------------
Gerald H. Taylor
</TABLE>

                                       II-4

<PAGE>

                                 EXHIBIT INDEX


Exhibit No.    Description
-----------    -----------

    4.1   Second Amended and Restated Certificate of Incorporation of
          Voyager.net, Inc.
    4.2   Amended and Restated Bylaws of Voyager.net, Inc.
    5.1   Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
          securities being registered.
   23.1   Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1
          hereto).
   23.2   Consent of PricewaterhouseCoopers, LLP, Independent Public
          Accountants.
   24.1   Powers of Attorney (included on signature pages to this Registration
          Statement).
   99.1   Voyager.net, Inc. Amended and Restated 1998 Stock Option and Incentive
          Plan.

------------------------------------------------
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19449}]
{"company-data": {"conformed-name": "VOYAGER NET INC", "cik": "0001085634", "assigned-sic": "7374", "irs-number": "383431501", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84987", "film-number": "99684627"}, "business-address": {"street1": "4660 S HAGADORN RD", "street2": "STE 320", "city": "EAST LANSING", "state": "MI", "zip": "48823", "phone": "5173248940"}, "mail-address": {"street1": "4660 SOUTH HAGADORN RD", "street2": "STE 320", "city": "EAST LANSING", "state": "MI", "zip": "48823"}}
As filed with the Securities and Exchange Commission on August 11, 1999
                                         REGISTRATION STATEMENT NO. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

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

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

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

        DELAWARE                                      38-3431501
(State of Incorporation)                 (I.R.S. Employer Identification No.)

                       4660 S. HAGADORN ROAD, SUITE 320
                         EAST LANSING, MICHIGAN  48823
                                (517) 324-8940
                   (Address of Principal Executive Offices)

                               VOYAGER.NET, INC.
                             AMENDED AND RESTATED
                     1998 STOCK OPTION AND INCENTIVE PLAN
                           (Full Title of the Plan)

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

                              CHRISTOPHER P. TORTO
                            CHIEF EXECUTIVE OFFICER
                               VOYAGER.NET, INC.
                        4660 S. HAGADORN ROAD, SUITE 320
                          EAST LANSING, MICHIGAN 48823
                                 (517) 324-8940
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)

                                With a copy to:
                              DAVID F. DIETZ, P.C.
                          GOODWIN, PROCTER & HOAR  LLP
                                 EXCHANGE PLACE
                       BOSTON, MASSACHUSETTS  02109-2881
                                 (617) 570-1000

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

                        CALCULATION OF REGISTRATION FEE
=====================================================================================================================
 Title of Securities Being    Amount to Be        Proposed Maximum            Proposed Maximum          Amount of
 Registered                   Registered(1)   Offering Price Per Share   Aggregate Offering Price    Registration Fee
---------------------------------------------------------------------------------------------------------------------
Common Stock, par value           148,800                 $  .0004              $        59.52       $     .02
$.0001 per share (2)              167,400                 $ 4.84                $   810,216          $  225.24
                                2,391,656                 $15.00                $35,874,840          $9,973.21
---------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.0001 per share                2,975,832                 $ 8.69                $25,859,980.08 (3)   $7,189.07
=====================================================================================================================
(1) This Registration Statement also relates to such indeterminate number of
    additional shares available for issuance under the Voyager.net, Inc. Amended
    and Restated 1998 Stock Option and Incentive Plan (the "Plan") as may be
    required pursuant to the Plan in the event of a stock dividend, stock split,
    recapitalization or other similar event.

(2) The aggregate offering price and fee are computed based on the exercise
    price of the options to purchase shares of Common Stock of Voyager.net,
    Inc., which have been granted to date under the Plan in accordance with
    Rule 457(h) under the Securities Act of 1933, as amended (the "Securities
    Act")

(3) Estimated solely for purposes of determining the registration fee pursuant
    to Rule 457(c) and (h) under the Securities Act based on the average of the
    high and low sales prices on the Nasdaq National Market on August 10, 1999.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.
          -----------------------------------------------

     Voyager.net, Inc. (the "Registrant") hereby incorporates by reference the
following documents which have previously been filed with the Securities and
Exchange Commission (the "Commission"):

     (a)  the Registrant's Prospectus dated July 20, 1999 as filed with the
          Commission on July 21, 1999 pursuant to Rule 424(b) under the
          Securities Act:

     (b)  all other reports filed with the Commission by the Registrant pursuant
          to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
          amended (the "Exchange Act") since July 21, 1999; and

     (c)  the description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 8-A, as filed with the
          Commission on July 9, 1999, including any amendment or report filed
          for the purpose of updating such description.

     In addition, all documents subsequently filed with the Commission 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 hereto that indicates that all
securities offered hereunder 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 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 hereof to the
extent that a statement contained herein or in any subsequently filed document
which also is 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 5.   Interests of Named Experts and Counsel.
          --------------------------------------

     The validity of the shares to be offered hereby will be passed upon for the
Registrant by Goodwin, Procter & Hoar  LLP, Boston, Massachusetts, counsel to
the Registrant.  A professional corporation owned by David F. Dietz, the
Secretary of the Registrant, is a partner of Goodwin, Procter & Hoar  LLP, which
receives compensation from the Registrant for rendering legal services.

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

     In accordance with Section 145 of the General Corporation Law of the State
of Delaware, Article VII of the Registrant's Second Amended and Restated
Certificate of Incorporation (the "Certificate") provides that no director of
the Registrant shall be personally liable to the Registrant or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Registrant
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, or (iii) for any
transaction from which the director derived an improper personal benefit.  In
addition, the Certificate provides that if the Delaware General Corporation Law
is amended to authorize the further elimination or limitation of the liability
of directors, then the liability of a director of the Registrant shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended.

     Article V of the Registrant's Amended and Restated By-laws (the "By-laws")
provides that the Registrant shall indemnify its directors, officers and, in the
discretion of the Board of Directors, certain non-officer employees under
certain circumstances against expenses (including attorneys' fees, judgments,
fines and amounts paid in settlement) reasonably incurred in connection with the
defense or settlement of any threatened, pending or completed legal proceeding
in which any such person is involved by reason of the fact that such person is
or was a

                                     II-1
director, officer or employee of the Registrant if such person acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the Registrant, and, with respect to criminal actions or
proceedings, if such person had no reasonable cause to believe his or her
conduct was unlawful. Article V of the By-laws requires the advancement of
expenses to directors in proceedings involving such directors in most
circumstances and, at the discretion of the Board of Directors, allows the
advancement of expenses to officers or non-officer employees in proceedings
involving such officers or non-officer employees.

     The Registrant has entered into indemnification agreements with each of its
directors reflecting the provisions of the By-laws.

Item 8.   Exhibits.
          --------

     The following is a complete list of exhibits filed as part of this
Registration Statement.

Exhibit
-------

  4.1     Second Amended and Restated Certificate of Incorporation of
          Voyager.net, Inc.
  4.2     Amended and Restated By-laws of Voyager.net, Inc.
  5.1     Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
          securities being registered.
  23.1    Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1
          hereto).
  23.2    Consent of PricewaterhouseCoopers LLP.
  24.1    Powers of Attorney (included in the signature page of this
          Registration Statement).
  99.1    Voyager.net, Inc. Amended and Restated 1998 Stock Option and
          Incentive Plan
--------------------------------------------------------------------------------

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. Not withstanding the foregoing, any increase or
                      decrease in volume of securities offered (if the total
                      dollar value of securities offered would not exceed that
                      which was registered) and any deviation from the low or
                      high end of the estimated maximum offering range may be
                      reflected in the form of prospectus filed with the
                      Commission pursuant to Rule 424(b) if, in the aggregate,
                      the changes in volume and price represent no more than 20
                      percent change in the maximum aggregate offering price set
                      forth in the "Calculation of Registration Fee" table in
                      the effective Registration Statement;

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

                                     II-2
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do
          not apply if the information required to be included in a post-
          effective amendment by those paragraphs is contained in periodic
          reports filed by the undersigned Registrant pursuant to Section 13 or
          Section 15(d) of the Exchange Act that are incorporated by reference
          in the 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
          therein, 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 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 or paid 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
          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.

                                     II-3
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 Boston, Commonwealth of Massachusetts, on this 11th
day of August, 1999.

                                      VOYAGER.NET, INC.

                                      By:  /s/ Christopher P. Torto
                                           ------------------------
                                           Christopher P. Torto
                                           President and Chief Executive Officer

     KNOW ALL BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints each of Christopher P. Torto and Dennis J.
Stepaniak as such person's true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for such person in such person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
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 to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that any said attorney-in-fact
and agent, or any substitute or substitutes of any of them, may lawfully 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 date indicated.
SIGNATURE                       TITLE                                   DATE
-----------------------------   ---------------------------------------   --------------------
/s/ Christopher P. Torto        President, Chief Executive Officer         August 11, 1999
-----------------------------   and Director (Principal Executive
Christopher P. Torto            Officer)

/s/ Dennis J. Stepaniak         Chief Financial Officer (Principal
-----------------------------   Financial Officer and Principal            August 11, 1999
Dennis J. Stepaniak             Accounting Officer)

/s/ Glenn R. Friedly            Director                                   August 11, 1999
-----------------------------
Glenn R. Friedly

/s/ John G. Hayes               Director                                   August 11, 1999
-----------------------------
John G. Hayes

/s/ Christopher S. Gaffney      Director                                   August 11, 1999
-----------------------------
Christopher S. Gaffney

/s/ Gerald H. Taylor            Director                                   August 11, 1999
-----------------------------
Gerald H. Taylor
II-4
EXHIBIT INDEX

Exhibit No.    Description
-----------    -----------

    4.1   Second Amended and Restated Certificate of Incorporation of
          Voyager.net, Inc.
    4.2   Amended and Restated Bylaws of Voyager.net, Inc.
    5.1   Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
          securities being registered.
   23.1   Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1
          hereto).
   23.2   Consent of PricewaterhouseCoopers, LLP, Independent Public
          Accountants.
   24.1   Powers of Attorney (included on signature pages to this Registration
          Statement).
   99.1   Voyager.net, Inc. Amended and Restated 1998 Stock Option and Incentive
          Plan.

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