LogMeIn, Inc. (Form: S-8, Received: 03/24/2010 16:30:40)

As filed with the Securities and Exchange Commission on March 24, 2010

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

LOGMEIN, INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		20-1515952
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

500 Unicorn Park Drive Woburn, Massachusetts (Address of Principal Executive Offices)		01801 (Zip Code)

2009 Stock Incentive Plan
(Full Title of the Plan)

Michael K. Simon
Chairman, President and Chief Executive Officer
LogMeIn, Inc.
500 Unicorn Park Drive
Woburn, Massachusetts 01801
(Name and Address of Agent For Service)

(781) 638-9050
(Telephone Number, Including Area Code, of Agent For Service)

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 12b2 of the Exchange Act.


Large accelerated filer o	Accelerated filer o	Non-accelerated filer þ	Smaller reporting company o
		(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Proposed

Title of

Maximum

Securities to be

Amount to be

Offering Price Per

Aggregate Offering

Amount of

Registered

Registered(1)

Price

Registration Fee

Common Stock, $0.01 par value per share

448,976 shares

19.79

(2)

8,885,235

634.00


(1)		In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)		Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low sale prices of the registrant’s Common Stock on The NASDAQ Global Market on March 19, 2010.

STATEMENT OF INCORPORATIONS BY REFERENCE.

This registration statement on Form S-8 is filed to register the offer and sale of an additional 448,976 shares of the Registrant’s common stock, $.01 par value per share, to be issued under the Registrant’s 2009 Stock Incentive Plan. This registration statement incorporates by reference the registration statement on Form S-8, File No. 333-162664 (filed with the Securities and Exchange Commission on October 26, 2009).

Item 8. Exhibits.

The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.

-1-

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 Woburn, Commonwealth of Massachusetts, on this 24 ^th day of March, 2010.


	LOGMEIN, INC.
	By:	/s/ Michael K. Simon
		Michael K. Simon
		President and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of LogMeIn, Inc., hereby severally constitute and appoint Michael K. Simon, James F. Kelliher and Michael J. Donahue, 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 on our behalf in our capacities as officers and directors to enable LogMeIn, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

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/ Michael K. Simon Michael K. Simon	President, Chief Executive Officer and Director (Principal Executive Officer)	March 24, 2010

/s/ James F. Kelliher James F. Kelliher	Chief Financial Officer (Principal Accounting and Financial Officer)	March 24, 2010

/s/ David E. Barrett	Director	March 24, 2010
David E. Barrett

/s/ Steven J. Benson	Director	March 24, 2010
Steven J. Benson

/s/ Kenneth D. Cron	Director	March 24, 2010
Kenneth D. Cron

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Signature	Title	Date

/s/ Edwin J. Gillis	Director	March 24, 2010
Edwin J. Gillis

/s/ Irfan Salim	Director	March 24, 2010
Irfan Salim

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INDEX TO EXHIBITS



Number		Description
4.1(1)		Restated Certificate of Incorporation of the Registrant

4.2(1)		Amended and Restated By-Laws of the Registrant

5		Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant

23.1		Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5)

23.2		Consent of Deloitte & Touche LLP

24		Power of attorney (included on the signature pages of this registration statement)

99(1)		2009 Stock Incentive Plan


(1)		Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-148620) and incorporated herein by reference.

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Exhibit 5


March 24, 2010 LogMeIn, Inc. 500 Unicorn Drive Woburn, MA 01801		WilmerHale Venture Group +1 781 966 2000 (t) +1 781 966 2100 (f) wilmerhale.com


Re:		2009 Stock Incentive Plan

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 448,976 shares of common stock, $0.01 par value per share (the “Shares”), of LogMeIn, Inc., a Delaware corporation (the “Company”), issuable under the Company’s 2009 Stock Incentive Plan (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 Plan, 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.

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.

Wilmer Cutler Pickering Hale and Dorr llp , 1100 Winter Street, Waltham, Massachusetts 02451
Beijing Berlin Boston Brussels Frankfurt London Los Angeles New York Oxford Palo Alto Waltham Washington

LogMeIn Inc.
March 24, 2010
Page 2

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 Plan, 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/ Susan L. Mazur
		Susan L. Mazur, a Partner

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 26, 2010, relating to the consolidated financial statements of LogMeIn, Inc. appearing in the Annual Report on Form 10-K of LogMeIn, Inc. for the year ended December 31, 2009.

/s/ DELOITTE & TOUCHE LLP

Boston, Massachusetts
March 24, 2010