S-8

As filed with the Securities and Exchange Commission on May 12, 2008

Registration No. 333-                                                 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

NETWORK ENGINES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	04-3064173
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)
25 Dan Road, Canton, Massachusetts	02021-2817
(Address of Principal Executive Offices)	(Zip Code)

2000 Employee Stock Purchase Plan, as amended

 (Full Title of the Plan)

Gregory A. Shortell

Network Engines, Inc.

25 Dan Road

Canton, Massachusetts 02021-2817

(Name and Address of Agent for Service)

(781) 332-1000

(Telephone Number, Including Area Code, of Agent for Service)

Title of securities to be registered		Amount to be  Registered(1)		Proposed maximum  offering price   per share(2)		Proposed maximum aggregate offering price		Amount of   registration   fee
Common Stock $.01 par value		350,000	(3)	$	1.41	$	493,500	$	19.39
(1)	Pursuant to Rule 416(a) of the Securities Act of 1933, this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Plan 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)	Computed in accordance with Rule 457 (c) and (h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee, based upon the average of the high and low prices of the Common Stock on the Nasdaq Global Market on May 8, 2008.
(3)	Consists of shares issuable under the 2000 Employee Stock Purchase Plan, as amended.

EXPLANATORY NOTE

Included in this Registration Statement on Form S-8 is an additional 350,000 shares of Common Stock of Network Engines, Inc. (the “Company”) authorized for issuance under the 2000 Employee Stock Purchase Plan, as amended, which was approved by the Company’s stockholders at the Company’s 2008 Annual Meeting of Stockholders on March 13, 2008.

STATEMENT OF INCORPORATION BY REFERENCE

This registration statement incorporates by reference the Registration Statement on Form S-8, File No. 333-41374, filed by the Registrant on July 13, 2000, relating to the Registrant’s 2000 Employee Stock Purchase Plan.

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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 Canton, Massachusetts on May 12, 2008.

NETWORK ENGINES, INC.
By:	/s/ Gregory A. Shortell
	Gregory A. Shortell
	President and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Network Engines, Inc., hereby severally constitute and appoint Gregory A. Shortell and Douglas G. Bryant and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all subsequent amendments to said Registration Statement, and generally to do all such things in our names and behalf in our capacities as officers and directors to enable Network Engines Inc. to comply with all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by said attorneys, or any of them, to said Registration Statement and any and all amendments thereto.

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

Signature	Title	Date
/s/ Gregory A. Shortell
Gregory A. Shortell	President and Chief Executive Officer (Principal Executive Officer) and Director	May 12, 2008
/s/ Douglas G. Bryant
Douglas G. Bryant	Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer)	May 12, 2008

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/s/ John A. Blaeser
John A. Blaeser	Director	May 12, 2008
/s/ Charles A. Foley
Charles A. Foley	Director	May 12, 2008
/s/ Gary E. Haroian
Gary E. Haroian	Director	May 12, 2008
/s/ Dennis A. Kirshy
Dennis A. Kirshy	Director	May 12, 2008
/s/ Fontaine K. Richardson
Fontaine K. Richardson	Director	May 12, 2008
/s/ Robert M. Wadsworth
Robert M. Wadsworth	Director	May 12, 2008

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EXHIBIT INDEX

Exhibit
Number	Description
5	Opinion of Wilmer Cutler Pickering Hale and Dorr LLP
23.1	Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5)
23.2	Consent of PricewaterhouseCoopers LLP, independent accountants
24	Power of Attorney (included in the signature pages of this Registration Statement)

EX-5

EXHIBIT 5

May 12, 2008

Network Engines, Inc.

25 Dan Road

Canton, Massachusetts  02021-2817

Ladies and Gentlemen:

We have assisted in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of  350,000 shares of common stock, $0.01 par value per share (the “Shares”), of Network Engines, Inc., a Delaware corporation (the “Company”), issuable under the Company’s 2000 Employee Stock Purchase Plan, as amended (the “Plan”).

We have examined the Certificate of Incorporation and By-Laws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.

We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plans, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.

We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of The Commonwealth of Massachusetts, the General Corporation Law of the State of Delaware and the federal laws of the United States of America.

It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

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Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plans, the Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.  In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,
WILMER CUTLER PICKERING HALE AND DORR LLP
By:	/s/ Philip P. Rossetti
	Philip P. Rossetti, Partner

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EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated December 11, 2007 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Network Engines, Inc.’s Annual Report on Form 10-K for the year ended September 30, 2007.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

May 12, 2008