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<SEC-DOCUMENT>0001144204-05-024558.txt : 20050811
<SEC-HEADER>0001144204-05-024558.hdr.sgml : 20050811
<ACCEPTANCE-DATETIME>20050811090724
ACCESSION NUMBER:		0001144204-05-024558
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20050811
DATE AS OF CHANGE:		20050811
EFFECTIVENESS DATE:		20050811

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DAG MEDIA INC
		CENTRAL INDEX KEY:			0001080340
		STANDARD INDUSTRIAL CLASSIFICATION:	MISCELLANEOUS PUBLISHING [2741]
		IRS NUMBER:				113474831
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-127424
		FILM NUMBER:		051015186

	BUSINESS ADDRESS:	
		STREET 1:		125 QUEENS BLVD STE 14
		CITY:			KEW GARDENS
		STATE:			NY
		ZIP:			11415

	MAIL ADDRESS:	
		STREET 1:		125 QUEENS BLVD STE 14
		CITY:			KEW GARDENS
		STATE:			NY
		ZIP:			11415
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>v023346_s8.txt
<TEXT>
         As filed with the Securities and Exchange Commission on August 11, 2005
                                                           Registration No. 333-

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

                                  UNITES STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                 DAG MEDIA, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                      New York                                   13-3474831
  (State or Other Jurisdiction of Incorporation or            (I.R.S. Employer
                   Organization)                             Identification No.)

         125-10 Queens Boulevard                                    11415
          Kew Gardens, New York
(Address of Principal Executive Offices)                         (Zip Code)

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

                                 DAG Media, Inc.
                             1999 Stock Option Plan
                            (Full Title of the Plan)

                                    Assaf Ran
                      President and Chief Executive Officer
                             125-10 Queens Boulevard
                           Kew Gardens, New York 11415
                     (Name and Address of Agent For Service)
                                 (718) 520-1000
          (Telephone Number, Including Area Code, of Agent For Service)

                        Copies of all communications to:

                              David J. Sorin, Esq.
                          Morgan, Lewis & Bockius, LLP
                               502 Carnegie Center
                           Princeton, New Jersey 08540
                                 (609) 919-6600

<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
======================================================================================================================
                                                    Proposed Maximum       Proposed Maximum
 Title of Securities to be      Amount to be       Offering Price Per     Aggregate Offering          Amount of
        Registered              Registered(1)             Share                  Price            Registration Fee
- ----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.001 per share:
- ----------------------------------------------------------------------------------------------------------------------
<S>                                <C>                   <C>                  <C>                      <C>
Issuable pursuant to
options to be granted
under the 1999 Stock
Option Plan:                       193,000               2.85(2)              $550,050(2)              $64.74
- ----------------------------------------------------------------------------------------------------------------------
Issuable pursuant to
options previously granted
under the 1999 Stock
Option Plan:                       223,000              $3.50(3)              $780,500(3)              $91.87
- ----------------------------------------------------------------------------------------------------------------------
Total:                             416,000(4)                                 $1,330,550               $156.61
======================================================================================================================
</TABLE>

(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
      pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
      amended, and based upon the average of the high and low prices of the
      Registrant's Common Stock as reported on the Nasdaq SmallCap Market on
      August 5, 2005.

(3)   Pursuant to Rule 457(h), these prices are calculated based on the weighted
      average exercise price of $3.50 per share covering 223,000 shares subject
      to stock options granted under the 1999 Stock Option Plan.

(4)   Consists of 416,000 shares issued or issuable under the 1999 Stock Option
      Plan, excluding a total of 24,000 shares that have been exercised.


<PAGE>

                     STATEMENT OF INCORPORATION BY REFERENCE

      This registration statement on Form S-8 is filed to register the offer and
sale of an additional 416,000 shares of the Registrant's Common Stock, $0.001
par value per share, issued or to be issued under the 1999 Stock Option Plan of
DAG Media, Inc. This registration statement incorporates by reference the
contents of the registration statement on Form S-8, File No. 333-82374, filed by
the Registrant on February 8, 2002 relating to the Registrant's 1999 Stock
Option Plan, except for Item 5, Interests of Named Experts and Counsel, and Item
8, Exhibits.

      Item 5. Interests of Named Experts and Counsel.

      Morgan, Lewis & Bockius, LLP has opined as to the legality of the
securities being offered by this registration statement.

      Item 8. Exhibits.

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


                                      -1-
<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 Kew Gardens, New York on this 11th day of August, 2005.

                                      DAG MEDIA, INC.


                                      By:  /s/ Assaf Ran
                                           -----------------------------------
                                           Assaf Ran
                                           President and Chief Executive Officer


                                      -2-
<PAGE>

                        POWER OF ATTORNEY AND SIGNATURES

      We, the undersigned officers and directors of DAG Media, Inc., hereby
severally constitute and appoint Assaf Ran and Yael Shimor-Golan, 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 DAG Media, 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.

<TABLE>
<CAPTION>
               Signature                                Title                                 Date
               ---------                                -----                                 ----

<S>                                      <C>                                            <C>
/s/ Assaf Ran                            President, Chief Executive Officer             August 11, 2005
- ---------------------------------        and Director
Assaf Ran                                (Principal Executive Officer)


/s/ Yael Shimor-Golan                    Chief Financial Officer                        August 11, 2005
- ---------------------------------        (Principal Financial and Accounting
Yael Shimor-Golan                        Officer)


/s/ Michael Jackson                      Director                                       August 11, 2005
- ---------------------------------
Michael Jackson


/s/ Phillip Michals                      Director                                       August 11, 2005
- ---------------------------------
Phillip Michals


/s/ Eran Goldshmid                       Director                                       August 11, 2005
- ---------------------------------
Eran Goldshmid
</TABLE>


                                      -3-
<PAGE>

                                INDEX TO EXHIBITS

Number                       Description

4.1(1)      Certificate of Incorporation of the Registrant

4.2(2)      Amended and Restated By-Laws of the Registrant

5           Opinion of Morgan, Lewis & Bockius LLP, counsel to the Registrant

23.1        Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5)

23.2        Consent of Goldstein Golub Kessler, LLP

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

99(3)       1999 Stock Option Plan, as amended

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

(1)   Previously filed with the Securities and Exchange Commission as an Exhibit
      to the Registrant's Form SB-2 on March 10, 1999 and incorporated herein by
      reference.

(2)   Previously filed with the Securities and Exchange Commission as an Exhibit
      to the Registrant's Form 10-QSB on July 29, 2005 and incorporated herein
      by reference.

(3)   Previously filed with the Securities and Exchange Commission as an Exhibit
      to the Registrant's Form 10-QSB on July 29, 2005 and incorporated herein
      by reference.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>v023346_ex-5.txt
<TEXT>
                     MORGAN, LEWIS & BOCKIUS LLP LETTERHEAD

                                    Exhibit 5

August 11, 2005


DAG Media, Inc.
125-10 Queens Boulevard
Kew Gardens, New York 11415

RE:   DAG Media, Inc., Registration Statement on Form S-8
      -----------------------------------------------------

Dear Ladies and Gentlemen:

We have acted as counsel to DAG Media, Inc., a New York corporation (the
"Company"), in connection with the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act"). The Registration Statement relates to the registration of
an additional 416,000 shares of the Company's common stock issuable under the
Company's 1999 Stock Option Plan (the "Shares").

In connection with this opinion letter, we have examined the Registration
Statement and originals, or copies certified or otherwise identified to our
satisfaction, of the Certificate of Incorporation and Bylaws of the Company and
such other documents, records and other instruments as we have deemed
appropriate for purposes of the opinion set forth herein.

We have assumed the genuineness of all signatures, the legal capacity of all
natural persons, the authenticity of the documents submitted to us as originals,
the conformity with the originals of all documents submitted to us as certified,
facsimile or photostatic copies and the authenticity of the originals of all
document submitted to us as copies.

Based upon the foregoing, we are of the opinion that the Shares have been duly
authorized by the Company and, when issued and sold by the Company and delivered
by the Company against receipt of the purchase price therefor, in the manner
contemplated by the Company's 1999 Stock Option Plan, will be validly issued,
fully paid and non-assessable.

The opinions expressed herein are limited to the laws of the State of New York.

We hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement. In giving such consent, we do not hereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.

                                Very truly yours,

                                /s/ Morgan, Lewis & Bockius LLP

                                MORGAN, LEWIS & BOCKIUS LLP
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>3
<FILENAME>v023346_ex23-2.txt
<TEXT>
                                  Exhibit 23.2

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
DAG Media, Inc.

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 pertaining to the 1999 Stock Option Plan of DAG Media,
Inc. of our report dated January 21, 2005, with respect to the consolidated
financial statements of DAG Media, Inc. included in its annual report on Form
10-KSB/A for the year ended December 31, 2004, filed with the Securities and
Exchange Commission.

/s/ Goldstein Golub Kessler LLP
Goldstein Golub Kessler LLP
New York, New York

August 11, 2005
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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