content: <PAGE>
  
     As filed with the Securities and Exchange Commission on September 15, 2004
  
                                                   REGISTRATION STATEMENT NO. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                             --------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                             --------------------------
  
                                MOLDFLOW CORPORATION
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
          DELAWARE                                         04-3406763
  (STATE OF INCORPORATION)                    (I.R.S. EMPLOYER IDENTIFICATION NO.)
  
                                430 BOSTON POST ROAD
                            WAYLAND, MASSACHUSETTS 01778
                                   (508) 358-5848
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                     REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
  
              MOLDFLOW CORPORATION 2000 STOCK OPTION AND INCENTIVE PLAN
                              (FULL TITLE OF THE PLAN)
  
                                  A. ROLAND THOMAS
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                MOLDFLOW CORPORATION
                                430 BOSTON POST ROAD
                            WAYLAND, MASSACHUSETTS 01778
                                   (508) 358-5848
   (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                               OF AGENT FOR SERVICE)
  
                             --------------------------
  
                                    WITH COPY TO:
                                STUART M. CABLE, P.C.
                               JAMES A. MATARESE, ESQ.
                                 GOODWIN PROCTER LLP
                                   EXCHANGE PLACE
                          BOSTON, MASSACHUSETTS 02109-2881
                                   (617) 570-1000
  
                             --------------------------
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ====================================================================================================================================
                                                               Proposed Maximum
    Title of Securities Being          Amount to be        Offering Price Per Share       Proposed Maximum            Amount of
            Registered              Registered (1) (2)                (3)             Aggregate Offering Price     Registration Fee
  <S>                               <C>                    <C>                        <C>                          <C>
  ------------------------------------------------------------------------------------------------------------------------------------
   Common Stock, par value $.01        84,724 shares                $11.745                   $995,083                   $126
            per share
  ====================================================================================================================================
  </TABLE>
  
  (1)   This Registration Statement covers shares of Common Stock of Moldflow
        Corporation (the "Registrant") which may be offered or sold pursuant to
        the Moldflow Corporation 2000 Stock Option and Incentive Plan (the
        "Plan"). The Registration Statement also relates to such indeterminate
        number of additional shares of Common Stock, par value $.01 per share, of
        Moldflow Corporation (the "Common Stock") as may be required pursuant to
        the Plan in the event of a stock dividend, reverse stock split, split-up,
        recapitalization, forfeiture of stock under the Plan or other similar
        event.
  
  (2)   The Registrant previously filed a registration statement on Form S-8 on
        September 20, 2000 under file number 333-46162 (the "Prior Registration
        Statement") identifying shares to be registered in connection with the
        Plan. In addition, Section 3(a) of the Plan provides that the maximum
        number of shares of Common Stock reserved for issuance under the Plan
        shall be increased, as of each June 30 and December 31 following the
        closing of the Registrant's initial public offering, by an additional
        positive number equal to twenty percent of the shares of Common Stock
        issued by the Registrant during the six-month period then ended (excluding
        shares issued in the Registrant's initial public offering). The Registrant
        issued an aggregate of 423,622 shares of Common Stock during the six -
        month periods ended June 30,
  <PAGE>
        2003, December 31, 2003 and June 30, 2004. As a result, the maximum number
        of shares of Common Stock reserved for issuance under the Plan has been
        increased by 20% of 423,622 or 84,724 shares. By filing this Registration
        Statement in accordance with Instruction E to Form S-8, the Registrant
        hereby registers this additional number of shares.
  
  (3)   This estimate is made pursuant to Rule 457(c) and (h) under the Securities
        Act of 1933, as amended (the "Securities Act"), solely for the purposes of
        determining the amount of the registration fee. The registration fee is
        based upon the average of the high and low sale price for a share of
        Common Stock, as reported on the Nasdaq National Market System as of a
        date within five business days prior to filing this Registration
        Statement.
  
  
                                         2
  <PAGE>
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  Item 1. Incorporation of Documents by Reference.
  
        Pursuant to General Instruction E to Form S-8, Moldflow Corporation (the
  "Registrant") hereby incorporates by reference the contents of its Registration
  Statement on Form S-8 filed with the Securities and Exchange Commission (the
  "Commission") on September 20, 2000 under file number 333-46162.
  <PAGE>
                                     SIGNATURES
  
        Pursuant to the requirements of the Securities Act, Moldflow Corporation
  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 Wayland, Massachusetts on September 15, 2004.
  
                                          MOLDFLOW CORPORATION
  
                                          By: /s/ A. Roland Thomas
                                              ------------------------------------
                                              A. Roland Thomas
                                              President and Chief Executive
                                              Officer
  
                                  POWER OF ATTORNEY
  
        KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
  appears below constitutes and appoints each of A. Roland Thomas and Suzanne E.
  MacCormack, and each of them singly, such person's true and lawful
  attorney-in-fact and agent with full power of substitution and resubstitution,
  for such person and in such person's name, place and stead, in any and all
  capacities, to sign any and all amendments (including post-effective amendments)
  to this Registration Statement, and to file the same, with all exhibits thereto,
  and all documents in connection therewith, with the Securities and Exchange
  Commission, granting unto each said attorney-in-fact and agent full power and
  authority to do and perform each and every act and thing requisite and necessary
  to be done in and about the premises, as fully to all intents and purposes as
  such person might or could do in person, hereby ratifying and confirming all
  that any said attorney-in-fact and agent, or any substitute or substitutes of
  any of them, may lawfully do or cause to be done by virtue hereof.
  
        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>
                                                  President and Chief Executive Officer and    September 15, 2004
  /s/ A. Roland Thomas                             Director (Principal Executive Officer)
  ------------------------------
  A. Roland Thomas
                                                Executive Vice President and Chief Financial   September 15, 2004
                                                  Officer (Principal Financial Officer and
  /s/ Suzanne E. MacCormack                             Principal Accounting Officer)
  ------------------------------
  Suzanne E. MacCormack
  
  
  /s/ Marc J.L. Dulude                               Chairman of the Board of Directors        September 15, 2004
  ------------------------------
  Marc J.L. Dulude
  
  
                                                                  Director
  ------------------------------
  Roger E. Brooks
  
  
  /s/ Frank W. Haydu III                                          Director                     September 15, 2004
  ------------------------------
  Frank W. Haydu III
  
  
  /s/ Robert J. Lepofsky                                          Director                     September 15, 2004
  ------------------------------
  Robert J. Lepofsky
  
  
  /s/ Robert P. Schechter                                         Director                     September 15, 2004
  ------------------------------
  Robert P. Schechter
  </TABLE>
  <PAGE>
                                    EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  Exhibit No.      Description
  -----------      -----------
  <S>              <C>
  5.1              Opinion of Goodwin Procter LLP as to the legality of the securities being registered.
  23.1             Consent of Counsel (included in Exhibit 5.1 hereto).
  23.2             Consent of PricewaterhouseCoopers LLP.
  24.1             Powers of Attorney (included in the signature page of this Registration Statement).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b51832s8sv8.txt", "description": "MOLDFLOW CORPORATION", "secsgml_size_bytes": 10557}]
metadata_filer: {"company-data": {"conformed-name": "MOLDFLOW CORP", "cik": "0001103234", "assigned-sic": "7372", "irs-number": "043406763", "fiscal-year-end": "0620"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-119025", "film-number": "041032402"}, "business-address": {"street1": "430 BOSTON POST ROAD", "city": "WAYLAND", "state": "MA", "zip": "01778", "phone": "508-358-5848"}, "mail-address": {"street1": "430 BOSTON POST ROAD", "city": "WAYLAND", "state": "MA", "zip": "01778"}}
text: As filed with the Securities and Exchange Commission on September 15, 2004
  
                                                   REGISTRATION STATEMENT NO. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                             --------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                             --------------------------
  
                                MOLDFLOW CORPORATION
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
          DELAWARE                                         04-3406763
  (STATE OF INCORPORATION)                    (I.R.S. EMPLOYER IDENTIFICATION NO.)
  
                                430 BOSTON POST ROAD
                            WAYLAND, MASSACHUSETTS 01778
                                   (508) 358-5848
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                     REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
  
              MOLDFLOW CORPORATION 2000 STOCK OPTION AND INCENTIVE PLAN
                              (FULL TITLE OF THE PLAN)
  
                                  A. ROLAND THOMAS
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                MOLDFLOW CORPORATION
                                430 BOSTON POST ROAD
                            WAYLAND, MASSACHUSETTS 01778
                                   (508) 358-5848
   (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                               OF AGENT FOR SERVICE)
  
                             --------------------------
  
                                    WITH COPY TO:
                                STUART M. CABLE, P.C.
                               JAMES A. MATARESE, ESQ.
                                 GOODWIN PROCTER LLP
                                   EXCHANGE PLACE
                          BOSTON, MASSACHUSETTS 02109-2881
                                   (617) 570-1000
  
                             --------------------------
  
                           CALCULATION OF REGISTRATION FEE
  ====================================================================================================================================
                                                               Proposed Maximum
    Title of Securities Being          Amount to be        Offering Price Per Share       Proposed Maximum            Amount of
            Registered              Registered (1) (2)                (3)             Aggregate Offering Price     Registration Fee
  ------------------------------------------------------------------------------------------------------------------------------------
   Common Stock, par value $.01        84,724 shares                $11.745                   $995,083                   $126
            per share
  ====================================================================================================================================
  (1)   This Registration Statement covers shares of Common Stock of Moldflow
        Corporation (the "Registrant") which may be offered or sold pursuant to
        the Moldflow Corporation 2000 Stock Option and Incentive Plan (the
        "Plan"). The Registration Statement also relates to such indeterminate
        number of additional shares of Common Stock, par value $.01 per share, of
        Moldflow Corporation (the "Common Stock") as may be required pursuant to
        the Plan in the event of a stock dividend, reverse stock split, split-up,
        recapitalization, forfeiture of stock under the Plan or other similar
        event.
  
  (2)   The Registrant previously filed a registration statement on Form S-8 on
        September 20, 2000 under file number 333-46162 (the "Prior Registration
        Statement") identifying shares to be registered in connection with the
        Plan. In addition, Section 3(a) of the Plan provides that the maximum
        number of shares of Common Stock reserved for issuance under the Plan
        shall be increased, as of each June 30 and December 31 following the
        closing of the Registrant's initial public offering, by an additional
        positive number equal to twenty percent of the shares of Common Stock
        issued by the Registrant during the six-month period then ended (excluding
        shares issued in the Registrant's initial public offering). The Registrant
        issued an aggregate of 423,622 shares of Common Stock during the six -
        month periods ended June 30,
  2003, December 31, 2003 and June 30, 2004. As a result, the maximum number
        of shares of Common Stock reserved for issuance under the Plan has been
        increased by 20% of 423,622 or 84,724 shares. By filing this Registration
        Statement in accordance with Instruction E to Form S-8, the Registrant
        hereby registers this additional number of shares.
  
  (3)   This estimate is made pursuant to Rule 457(c) and (h) under the Securities
        Act of 1933, as amended (the "Securities Act"), solely for the purposes of
        determining the amount of the registration fee. The registration fee is
        based upon the average of the high and low sale price for a share of
        Common Stock, as reported on the Nasdaq National Market System as of a
        date within five business days prior to filing this Registration
        Statement.
  
                                         2
  PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 1. Incorporation of Documents by Reference.
  
        Pursuant to General Instruction E to Form S-8, Moldflow Corporation (the
  "Registrant") hereby incorporates by reference the contents of its Registration
  Statement on Form S-8 filed with the Securities and Exchange Commission (the
  "Commission") on September 20, 2000 under file number 333-46162.
  SIGNATURES
  
        Pursuant to the requirements of the Securities Act, Moldflow Corporation
  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 Wayland, Massachusetts on September 15, 2004.
  
                                          MOLDFLOW CORPORATION
  
                                          By: /s/ A. Roland Thomas
                                              ------------------------------------
                                              A. Roland Thomas
                                              President and Chief Executive
                                              Officer
  
                                  POWER OF ATTORNEY
  
        KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
  appears below constitutes and appoints each of A. Roland Thomas and Suzanne E.
  MacCormack, and each of them singly, such person's true and lawful
  attorney-in-fact and agent with full power of substitution and resubstitution,
  for such person and in such person's name, place and stead, in any and all
  capacities, to sign any and all amendments (including post-effective amendments)
  to this Registration Statement, and to file the same, with all exhibits thereto,
  and all documents in connection therewith, with the Securities and Exchange
  Commission, granting unto each said attorney-in-fact and agent full power and
  authority to do and perform each and every act and thing requisite and necessary
  to be done in and about the premises, as fully to all intents and purposes as
  such person might or could do in person, hereby ratifying and confirming all
  that any said attorney-in-fact and agent, or any substitute or substitutes of
  any of them, may lawfully do or cause to be done by virtue hereof.
  
        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
                  ---------                                         -----                                ----
  President and Chief Executive Officer and    September 15, 2004
  /s/ A. Roland Thomas                             Director (Principal Executive Officer)
  ------------------------------
  A. Roland Thomas
                                                Executive Vice President and Chief Financial   September 15, 2004
                                                  Officer (Principal Financial Officer and
  /s/ Suzanne E. MacCormack                             Principal Accounting Officer)
  ------------------------------
  Suzanne E. MacCormack
  
  /s/ Marc J.L. Dulude                               Chairman of the Board of Directors        September 15, 2004
  ------------------------------
  Marc J.L. Dulude
  
                                                                  Director
  ------------------------------
  Roger E. Brooks
  
  /s/ Frank W. Haydu III                                          Director                     September 15, 2004
  ------------------------------
  Frank W. Haydu III
  
  /s/ Robert J. Lepofsky                                          Director                     September 15, 2004
  ------------------------------
  Robert J. Lepofsky
  
  /s/ Robert P. Schechter                                         Director                     September 15, 2004
  ------------------------------
  Robert P. Schechter
  EXHIBIT INDEX
  Exhibit No.      Description
  -----------      -----------
  5.1              Opinion of Goodwin Procter LLP as to the legality of the securities being registered.
  23.1             Consent of Counsel (included in Exhibit 5.1 hereto).
  23.2             Consent of PricewaterhouseCoopers LLP.
  24.1             Powers of Attorney (included in the signature page of this Registration Statement).