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machiavelli01

05/13/04 1:44 PM

#49574 RE: Hawkeiz #49573

not sure they have an r/s approved for anytime in the next year also (arsw)
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machiavelli01

05/13/04 1:47 PM

#49583 RE: Hawkeiz #49573

hawk arsw s-8 info

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

Registration Statement
under the
Securities Act of 1933

ARS Networks, Incorporated
(Exact name of registrant as specified in its charter)

New Hampshire
3743
14-1805077

(State or jurisdiction of
(Primary Standard Industrial
(I.R.S. Employer

incorporation or organization)
Classification Code Number)
Identification No.)


1207 Delaware Avenue, Suite 410, Buffalo, New York, 14209; (716) 332-6143
(Address and telephone number of Registrant's principal executive offices and
principal place of business)

Employee Stock Incentive Plan for the Year 2004 No. 2
Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2004 No. 2
(Full title of the Plans)

Sydney A. Harland, 1207 Delaware Avenue, Suite 410, Buffalo, New York, 14209
(Name and address of agent for service)

(716) 332 6143
(Telephone number, including area code, of agent for service)

Calculation of Registration Fee


Title of securities to be registered

Amount to be
registered

Proposed offering
price per share (1)
Proposed maximum
aggregate offering
price

Amount of registration fee

Options to Purchase Common Stock, Common Shares Underlying Options
350,000,000
$0.0016(2)
$560,000
$71.00

Common Stock
40,000,000
$0.0016(3)
$64,000
$8.10

Total
390,000,000
$624,000
$79.10


(1) The Offering Price is used solely for purposes of estimating the registration fee pursuant to Rule 457(h) promulgated pursuant to the Securities Act of 1933.

(2) This Offering Price per Share is established pursuant to the option exercise price set forth in the Employee Stock Incentive Plan for the Year 2004 No. 2, set forth in Exhibit 4.1 to this Form S-8.

(3) This Offering Price per Share is established pursuant to the Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2004 No. 2 set forth in Exhibit 4.2 to this Form S-8.