S-8

As filed with the Securities and Exchange Commission on August 26, 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

TERREMARK WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

Delaware	84-0873124
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

One Biscayne Tower
2 South Biscayne Boulevard, Suite 2800
Miami, Florida 33131

(Address of principal executive offices)

Amended and Restated Terremark Worldwide, Inc. 2005 Executive Incentive Compensation Plan

(Full title of the plan)

Jose A. Segrera
Chief Financial Officer
Terremark Worldwide, Inc.
One Biscayne Tower
2 South Biscayne Boulevard, Suite 2800
Miami, Florida 33131
(305) 961-3200

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

Copies to:
Jaret L. Davis, Esq.
Greenberg Traurig, P.A.
1221 Brickell Avenue
Miami, Florida 33131
(305) 579-0500

     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 12b-2 of the Exchange Act:

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

CALCULATION OF REGISTRATION FEE

			Proposed maximum		Proposed
Title of securities	Amount to be		offering price		maximum aggregate		Amount of
to be registered	registered (1)		per share (2)		offering price (2)		registration fee
Common Stock, par value $0.001 per share		5,000,000	$	7.83	$	39,150,000	$	2,791.40

(1)

Pursuant to Rule 416(c) of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of common stock, $0.001 par value per share (“Common Stock”), of Terremark Worldwide, Inc. (the “Registrant”) which become issuable under the Amended and Restated Terremark Worldwide, Inc. 2005 Executive Incentive Compensation Plan (the “Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase in the number of the Registrant’s outstanding shares of Common Stock.

(2)

Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(h) and 457(c) under the Securities Act based on the average of the high and low prices reported by the NASDAQ Global Market on August 24, 2010.

STATEMENT OF INCORPORATION BY REFERENCE

     This Registration Statement on Form S-8 is being filed to register an additional five million (5,000,000) shares of Common Stock of the Registrant for offer and sale under the Plan. The earlier Registration Statement on Form S-8 filed by Terremark with the Securities and Exchange Commission on April 5, 2006 (File No. 333-132995), as amended, relating to the Plan is hereby incorporated by reference in this Registration Statement. This incorporation is made under General Instruction E to Form S-8 regarding the registration of additional securities of the same class as other securities for which there has been filed a Registration Statement on Form S-8 relating to the same employee benefit plan.

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 Miami, State of Florida, on August 26, 2010.

TERREMARK WORLDWIDE, INC.
By:	/s/ Manuel D. Medina
	Manuel D. Medina
	Chairman, President and Chief Executive Officer (Principal Executive Officer)

By:	/s/ Jose A. Segrera
	Jose A. Segrera
	Chief Financial Officer (Principal Financial and Accounting Officer)

POWER OF ATTORNEY

     Each person whose signature appears below hereby appoints Manuel D. Medina his true and lawful attorney-in-fact with the authority to execute in the name of each such person, and to file with the Securities and Exchange Commission, together with any exhibits thereto and other documents therewith, any and all amendments (including without limitation post-effective amendments) to this registration statement necessary or advisable to enable the registrant to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, which amendments may make such other changes in the registration statement as the aforesaid attorney-in-fact executing the same deems appropriate.

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

Signature	Title	Date
/s/ Manuel D. Medina Manuel D. Medina	Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)	August 26, 2010
/s/ Joseph R. Wright, Jr. Joseph R. Wright, Jr.	Director	August 26, 2010
/s/ Guillermo Amore Guillermo Amore	Director	August 26, 2010
/s/ Frank Botman Frank Botman	Director	August 26, 2010
/s/ Antonio S. Fernandez Antonio S. Fernandez	Director	August 26, 2010
/s/ Hon. Arthur L. Money Hon. Arthur L. Money	Director	August 26, 2010
/s/ Marvin S. Rosen Marvin S. Rosen	Director	August 26, 2010
/s/ Rodolfo A. Ruiz Rodolfo A. Ruiz	Director	August 26, 2010
/s/ Timothy Elwes Timothy Elwes	Director	August 26, 2010
/s/ Melissa Hathaway Melissa Hathaway	Director	August 26, 2010
/s/ José A. Segrera José A. Segrera	Chief Financial Officer (Principal Accounting Officer)	August 26, 2010

EXHIBIT INDEX

Exhibit No.		Description
	5.1	Opinion of Greenberg Traurig, P.A.
	10.1	Amended and Restated Terremark Worldwide, Inc. 2005 Executive Incentive Plan., filed as Annex A to the Registrant’s definitive proxy statement filed in connection with its 2010 Annual Meeting of Stockholders and incorporated by reference herein.
	23.1	Consent of KPMG LLP
	23.2	Consent of Greenberg Traurig, P.A. (contained in its opinion filed as Exhibit 5.1 hereto)
	24.1	Power of Attorney (contained in the signature page to this Registration Statement)

EX-5.1

Exhibit 5.1

August 26, 2010
Terremark Worldwide, Inc.
One Biscayne Tower
2 South Biscayne Boulevard, Suite 2800
Miami, Florida 33133

Re: Registration Statement on Form S-8 for the Amended and Restated Terremark Worldwide, Inc. 2005 Executive Incentive Compensation Plan.

Ladies and Gentlemen,

     On or about the date hereof, Terremark Worldwide, Inc., a Delaware corporation (the “Company”), transmitted for filing with the Securities and Exchange Commission (the “Commission”) 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 offering and sale by the Company of up to an aggregate of 5,000,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), under the Amended and Restated Terremark Worldwide, Inc. 2005 Executive Incentive Compensation Plan (the “Plan”). We have acted as counsel to the Company in connection with the preparation and filing of the Registration Statement.

     In connection therewith, we have examined and relied upon the original or a copy, certified to our satisfaction, of: (i) the Company’s Amended and Restated Certificate of Incorporation and Bylaws, each as amended to the date hereof; (ii) records of corporate proceedings of the Company related to the Plan; (iii) the Registration Statement and exhibits thereto; and (iv) such other documents and instruments as we have deemed necessary for the expression of the opinions contained herein. In making the foregoing examinations, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photocopies. As to various questions of fact material to this opinion, we have relied, to the extent we deemed reasonably appropriate, upon representations of officers or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independently checking or verifying the accuracy of such documents, records and instruments.

     Based upon the foregoing examination and assuming that (i) the Company reserves for issuance an adequate number of authorized and unissued shares of Common Stock for issuance under the Plan and (ii) the consideration required to be paid in connection with the issuance and sale of shares of Common Stock under the Plan is actually received by the Company as provided in the Plan, we are of the opinion that the shares of Common Stock issued under the Plan will be duly authorized, validly issued, fully paid and nonassessable.

August 26, 2010
Terremark Worldwide, Inc.
Page 2 of 2

     This opinion is rendered only to you and is solely for your benefit in connection with the transactions covered hereby. This opinion may not be relied upon by you for any other purpose, or furnished to, quoted to or relied upon by any other person, firm or corporation for any purpose, without our prior written consent.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

     The opinions expressed herein are specifically limited to the laws of the State of Florida and the federal laws of the United States of America and are as of the date hereof. We assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

Sincerely, GREENBERG TRAURIG, P.A.
By:	/s/ Jaret L. Davis, Esq.
	Jaret L. Davis, Esq.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Terremark Worldwide, Inc.:

     We consent to the use of our reports dated June 11, 2010, with respect to the consolidated balance sheets of Terremark Worldwide, Inc. and subsidiaries (the Company) as of March 31, 2010 and 2009, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for each of the years in the three-year period ended March 31, 2010, and the effectiveness of internal control over financial reporting as of March 31, 2010, incorporated by reference herein.

Miami, Florida
August 25, 2010
Certified Public Accountants