content: <PAGE>   1
  
  
      As filed with the Securities and Exchange Commission on December 9, 1999
                                                  Registration No. 333-___________
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                --------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        Under
                             The Securities Act of 1933
  
                                --------------------
  
                               CROSSROADS SYSTEMS INC.
               (Exact name of registrant as specified in its charter)
  
             DELAWARE                                     74-2846643
    (State or other jurisdiction              (I.R.S. Employer Identification No.)
  of incorporation or organization)
  
                        9390 RESEARCH BOULEVARD, SUITE II-300
                                  AUSTIN, TX 78759
                 (Address of principal executive offices) (Zip Code)
  
                                --------------------
  
                               CROSSROADS SYSTEMS INC.
                              1999 STOCK INCENTIVE PLAN
                          1999 EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the Plans)
  
                                --------------------
  
                                   BRIAN R. SMITH
                               CHIEF EXECUTIVE OFFICER
                               CROSSROADS SYSTEMS INC.
                        9390 RESEARCH BOULEVARD, SUITE II-300
                                  AUSTIN, TX 78759
                       (Name and address of agent for service)
                                   (512) 349-0300
            (Telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  =================================================================================================================================
   TITLE OF SECURITIES TO BE REGISTERED     AMOUNT TO BE         PROPOSED MAXIMUM           PROPOSED MAXIMUM          AMOUNT OF
                                           REGISTERED (1)    OFFERING PRICE PER SHARE   AGGREGATE OFFERING PRICE   REGISTRATION FEE
                                                                        (2)                       (2)
  ---------------------------------------------------------------------------------------------------------------------------------
  <S>                                     <C>                <C>                        <C>                        <C>
  1999 Stock Incentive Plan               3,868,923 shares           $ 82.94                $ 320,888,473.60         $ 84,714.56
  Common Stock, $0.01 par value
  ---------------------------------------------------------------------------------------------------------------------------------
  1999 Employee Stock Purchase Plan         450,000 shares           $ 82.94                $  37,323,000.00         $  9,853.27
  Common Stock $0.01 par value
  ---------------------------------------------------------------------------------------------------------------------------------
                                          4,318,923 shares           $ 82.94                $ 358,211,473.60         $ 94,567.83
  ---------------------------------------------------------------------------------------------------------------------------------
                                                                                        Aggregate Registration Fee:  $ 94,567.83
  =================================================================================================================================
  </TABLE>
  
  (1)  This Registration Statement shall also cover any additional shares of
       Common Stock which become issuable under the Crossroads Systems Inc. 1999
       Stock Incentive Plan and 1999 Employee Stock Purchase Plan by reason of any
       stock dividend, stock split, recapitalization or other similar transaction
       effected without the Registrant's receipt of consideration which results in
       an increase in the number of the outstanding shares of Registrant's Common
       Stock.
  
  (2)  Calculated solely for purposes of this offering under Rule 457(h) of the
       Securities Act of 1933, as amended, on the basis of the average of the high
       and low selling prices per share of Registrant's Common Stock on December
       6, 1999, as reported by the Nasdaq National Market.
  
  
  
  <PAGE>   2
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. Incorporation of Documents by Reference
  
       Crossroads Systems Inc. (the "Registrant") hereby incorporates by reference
  into this Registration Statement the following documents previously filed with
  the Securities and Exchange Commission (the "SEC"):
  
       (a) The Registrant's Prospectus filed with the SEC pursuant to Rule 424(b)
           promulgated under the Securities Act of 1933, as amended, filed with
           the SEC on October 20, 1999, in connection with the Registrant's
           Registration Statement No. 333-85505, in which there is set forth the
           audited financial statements as of and for the Registrant's nine-months
           ended July 31, 1999;
  
       (b) The Registrant's Registration Statement No. 000-15331 on Form 8-A12G/A
           filed with the SEC on October 15, 1999, in which there is described the
           terms, rights and provisions applicable to the Registrant's outstanding
           Common Stock.
  
       All reports and definitive proxy or information statements filed pursuant
  to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
  amended, (the "1934 Act") after the date of this Registration Statement and
  prior to the filing of a post-effective amendment which indicates that all
  securities offered hereby have been sold or which deregisters all securities
  then remaining unsold shall be deemed to be incorporated by reference into this
  Registration Statement and to be a part hereof from the date of filing of such
  documents. Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein or in any subsequently filed document which also is deemed to
  be incorporated by reference herein modifies or supersedes such statement. Any
  such statement so modified or superseded shall not be deemed, except as so
  modified or superseded, to constitute a part of this Registration Statement.
  
  Item 4. Description of Securities
  
       Not Applicable.
  
  Item 5. Interests of Named Experts and Counsel
  
       Not Applicable.
  
  Item 6. Indemnification of Directors and Officers
  
       Section 145 of the Delaware General Corporation Law (the "DGCL") provides,
  in effect, that any person made a party to any action by reason of the fact that
  he is or was a director, officer, employee or agent of Registrant may and, in
  certain cases, must be indemnified by Registrant against, in the case of a
  non-derivative action, judgments, fines, amounts paid in settlement and
  reasonable expenses (including attorneys' fees) incurred by him as a result of
  such action, and in the case of a derivative action, against expenses (including
  attorneys' fees), if in either type of action he acted in good faith and in a
  manner he reasonably believed to be in or not opposed to the best interests of
  Registrant. This indemnification does not apply, in a derivative action, to
  matters as to which it is adjudged that the director, officer, employee or agent
  is liable to Registrant, unless upon court order it is determined that, despite
  such adjudication of liability, but in view of all the circumstances of the
  case, he is fairly and reasonably entitled to indemnity for expenses, and, in a
  non-derivative action, to any criminal proceeding in which such person had
  reasonable cause to believe his conduct was unlawful.
  
       Article V of our Sixth Amended and Restated Certificate of Incorporation,
  provides that no director shall be liable to Registrant or its stockholders for
  monetary damages for breach of fiduciary duty as a director to the fullest
  extent permitted by the DGCL.
  
                                        II-1
  
  <PAGE>   3
  
  
       Reference is made to Section 8 of the underwriting agreement filed as
  Exhibit 1.1 to Registrant's Registration Statement No. 333-85505, pursuant to
  which the underwriters have agreed to indemnify Registrant's officers and
  directors against certain liabilities under the Securities Act of 1933.
  
       Registrant intends to enter into indemnification agreements with each
  director, a form of which is filed as Exhibit 10.1 to Registrant's Registration
  Statement No. 333-85505. Pursuant to such agreements, we will be obligated, to
  the extent permitted by applicable law, to indemnify such directors against all
  expenses, judgments, fines and penalties incurred in connection with the defense
  or settlement of any actions brought against them by reason of the fact that
  they were directors of Registrant or assumed certain responsibilities at the
  direction of Registrant. Registrant also intends to purchase directors and
  officers liability insurance in order to limit its exposure to liability for
  indemnification of directors and officers.
  
  Item 7. Exemption from Registration Claimed
  
       Not Applicable.
  
  Item 8. Exhibits
  
  <TABLE>
  <CAPTION>
  Number       Exhibit
  ------       -------
  
  <S>          <C>
  4            Instruments Defining Rights of Stockholders.  Reference is made to Registrant's
               Registration Statement No. 000-15331 on form 8-A12G/A which is incorporated
               herein by reference pursuant to Item 3(b).
  
  5            Opinion and consent of Brobeck, Phleger & Harrison LLP.
  
  23.1         Consent of PricewaterhouseCoopers LLP, Independent Accountants.
  
  23.2         Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
  
  24           Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
  
  99.1         Crossroads Systems Inc. 1999 Stock Incentive Plan.
  
  99.2         Crossroads Systems Inc. 1999 Employee Stock Purchase Plan.
  </TABLE>
  
  Item 9. Undertakings.
  
       A. The undersigned Registrant hereby undertakes: (1) to file, during any
  period in which offers or sales are being made, a post-effective amendment to
  this Registration Statement (i) to include any prospectus required by Section
  10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
  arising after the effective date of this Registration Statement (or the most
  recent post-effective amendment thereof) which, individually or in the
  aggregate, represent a fundamental change in the information set forth in this
  Registration Statement and (iii) to include any material information with
  respect to the plan of distribution not previously disclosed in this
  Registration Statement or any material change to such information in this
  Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
  not apply if the information required to be included in a post-effective
  amendment by those paragraphs is contained in periodic reports filed by the
  Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
  incorporated by reference into this Registration Statement; (2) that for the
  purpose of determining any liability under the 1933 Act each such post-effective
  amendment shall be deemed to be a new registration statement relating to the
  securities offered therein and the offering of such securities at that time
  shall be deemed to be the initial bona fide offering thereof; and (3) to remove
  from registration by means of a post-effective amendment any of the securities
  being registered which remain unsold at the termination of the Crossroads
  Systems Inc. 1999 Stock Incentive Plan and 1999 Employee Stock Purchase Plan.
  
                                        II-2
  
  <PAGE>   4
  
  
       B. The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the 1933 Act, each filing of the Registrant's
  annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
  incorporated by reference into this Registration Statement shall be deemed to be
  a new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
       C. Insofar as indemnification for liabilities arising under the 1933 Act
  may be permitted to directors, officers, or controlling persons of the
  Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
  has been advised that, in the opinion of the SEC, such indemnification is
  against public policy as expressed in the 1933 Act, and is, therefore,
  unenforceable. In the event that a claim for indemnification against such
  liabilities (other than the payment by the Registrant of expenses incurred or
  paid by a director, officer, or controlling person of the Registrant in the
  successful defense of any action, suit, or proceeding) is asserted by such
  director, officer, or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the 1933 Act and will be governed by the final
  adjudication of such issue.
  
                                        II-3
  
  <PAGE>   5
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Austin, State of Texas this 8th day of December,
  1999.
  
                                         CROSSROADS SYSTEMS INC.
  
  
                                         By: /s/ BRIAN R. SMITH
                                             -------------------------------------
                                             Brian R. Smith
                                             Chief Executive Officer and
                                             Chairman of the Board
  
                                  POWER OF ATTORNEY
  
  KNOW ALL PERSONS BY THESE PRESENTS:
  
       That the undersigned officers and directors of Crossroads Systems Inc., a
  Delaware corporation, do hereby constitute and appoint Brian R. Smith, Chief
  Executive Officer, and Reagan Y. Sakai, Chief Financial Officer, and each of
  them, the lawful attorneys-in-fact and agents with full power and authority to
  do any and all acts and things and to execute any and all instruments which said
  attorneys and agents, and any one of them, determine may be necessary or
  advisable or required to enable said corporation to comply with the Securities
  Act of 1933, as amended, and any rules or regulations or requirements of the
  Securities and Exchange Commission in connection with this Registration
  Statement. Without limiting the generality of the foregoing power and authority,
  the powers granted include the power and authority to sign the names of the
  undersigned officers and directors in the capacities indicated below to this
  Registration Statement, to any and all amendments, both pre-effective and
  post-effective, and supplements to this Registration Statement, and to any and
  all instruments or documents filed as part of or in conjunction with this
  Registration Statement or amendments or supplements thereof, and each of the
  undersigned hereby ratifies and confirms that all said attorneys and agents, or
  any one of them, shall do or cause to be done by virtue hereof. This Power of
  Attorney may be signed in several counterparts.
  
       IN WITNESS WHEREOF, each of the undersigned has executed this Power of
  Attorney as of the date indicated.
  
       Pursuant to the requirements of the Securities Act of 1933, as amended,
  this Registration Statement has been signed below by the following persons in
  the capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
  Signature                                       Title                                       Date
  ---------                                       -----                                       ----
  
  <S>                                            <C>                                          <C>
  /s/ BRIAN R. SMITH
  -----------------------------------            Chief  Executive  Officer and  Chairman      December 8, 1999
  Brian R. Smith                                 of the Board (Principal Executive
                                                 Officer)
  
  /s/ REAGAN Y. SAKAI                            Chief Financial Officer  (Principal          December 8, 1999
  -----------------------------------            Financial and Accounting Officer)
  Reagan Y. Sakai
  
  /s/ RICHARD D. EYESTONE
  -----------------------------------            Director                                     December 8, 1999
  Richard D. Eyestone
  </TABLE>
  
                                        II-4
  
  <PAGE>   6
  <TABLE>
  <S>                                            <C>                                          <C>
  
  -----------------------------------            Director
  Wo Overstreet
  
  /s/ DAVID L. RIEGEL
  -----------------------------------            Director                                     December 8, 1999
  David L. Riegel
  
  /s/ WILLIAM P. WOOD
  -----------------------------------            Director                                     December 8, 1999
  William P. Wood
  </TABLE>
  
                                        II-5
  
  <PAGE>   7
  
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                                  WASHINGTON, D.C.
  
                                      EXHIBITS
  
                                         TO
  
                                      FORM S-8
  
                                        UNDER
  
                               SECURITIES ACT OF 1933
  
                               CROSSROADS SYSTEMS INC.
  
  
  
  <PAGE>   8
  
  
                                    EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  Number     Exhibit
  ------     -------
  
  <S>        <C>
  4          Instruments Defining Rights of Stockholders.  Reference is made to Registrant's
             Registration Statement No. 000-15331 on form 8-A12G/A which is incorporated
             herein by reference pursuant to Item 3(b).
  
  5          Opinion and consent of Brobeck, Phleger & Harrison LLP.
  
  23.1       Consent of PricewaterhouseCoopers LLP, Independent Accountants.
  
  23.2       Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
  
  24         Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
  
  99.1       Crossroads Systems Inc. 1999 Stock Incentive Plan.
  
  99.2       Crossroads Systems Inc. 1999 Employee Stock Purchase Plan.
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19284}]
metadata_filer: {"company-data": {"conformed-name": "CROSSROADS SYSTEMS INC", "cik": "0001093207", "assigned-sic": "3577", "irs-number": "742846643", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92467", "film-number": "99772064"}, "business-address": {"street1": "9390 RESEARCH BOULEVARD SUITE II-300", "city": "AUSTIN", "state": "TX", "zip": "78759", "phone": "5123490300"}, "mail-address": {"street1": "9390 RESEARCH BOULEVARD SUITE II-300", "city": "AUSTIN", "state": "TX", "zip": "78759"}}
text: 1
  
      As filed with the Securities and Exchange Commission on December 9, 1999
                                                  Registration No. 333-___________
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                --------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        Under
                             The Securities Act of 1933
  
                                --------------------
  
                               CROSSROADS SYSTEMS INC.
               (Exact name of registrant as specified in its charter)
  
             DELAWARE                                     74-2846643
    (State or other jurisdiction              (I.R.S. Employer Identification No.)
  of incorporation or organization)
  
                        9390 RESEARCH BOULEVARD, SUITE II-300
                                  AUSTIN, TX 78759
                 (Address of principal executive offices) (Zip Code)
  
                                --------------------
  
                               CROSSROADS SYSTEMS INC.
                              1999 STOCK INCENTIVE PLAN
                          1999 EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the Plans)
  
                                --------------------
  
                                   BRIAN R. SMITH
                               CHIEF EXECUTIVE OFFICER
                               CROSSROADS SYSTEMS INC.
                        9390 RESEARCH BOULEVARD, SUITE II-300
                                  AUSTIN, TX 78759
                       (Name and address of agent for service)
                                   (512) 349-0300
            (Telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  =================================================================================================================================
   TITLE OF SECURITIES TO BE REGISTERED     AMOUNT TO BE         PROPOSED MAXIMUM           PROPOSED MAXIMUM          AMOUNT OF
                                           REGISTERED (1)    OFFERING PRICE PER SHARE   AGGREGATE OFFERING PRICE   REGISTRATION FEE
                                                                        (2)                       (2)
  ---------------------------------------------------------------------------------------------------------------------------------
  1999 Stock Incentive Plan               3,868,923 shares           $ 82.94                $ 320,888,473.60         $ 84,714.56
  Common Stock, $0.01 par value
  ---------------------------------------------------------------------------------------------------------------------------------
  1999 Employee Stock Purchase Plan         450,000 shares           $ 82.94                $  37,323,000.00         $  9,853.27
  Common Stock $0.01 par value
  ---------------------------------------------------------------------------------------------------------------------------------
                                          4,318,923 shares           $ 82.94                $ 358,211,473.60         $ 94,567.83
  ---------------------------------------------------------------------------------------------------------------------------------
                                                                                        Aggregate Registration Fee:  $ 94,567.83
  =================================================================================================================================
  (1)  This Registration Statement shall also cover any additional shares of
       Common Stock which become issuable under the Crossroads Systems Inc. 1999
       Stock Incentive Plan and 1999 Employee Stock Purchase Plan by reason of any
       stock dividend, stock split, recapitalization or other similar transaction
       effected without the Registrant's receipt of consideration which results in
       an increase in the number of the outstanding shares of Registrant's Common
       Stock.
  
  (2)  Calculated solely for purposes of this offering under Rule 457(h) of the
       Securities Act of 1933, as amended, on the basis of the average of the high
       and low selling prices per share of Registrant's Common Stock on December
       6, 1999, as reported by the Nasdaq National Market.
  2
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. Incorporation of Documents by Reference
  
       Crossroads Systems Inc. (the "Registrant") hereby incorporates by reference
  into this Registration Statement the following documents previously filed with
  the Securities and Exchange Commission (the "SEC"):
  
       (a) The Registrant's Prospectus filed with the SEC pursuant to Rule 424(b)
           promulgated under the Securities Act of 1933, as amended, filed with
           the SEC on October 20, 1999, in connection with the Registrant's
           Registration Statement No. 333-85505, in which there is set forth the
           audited financial statements as of and for the Registrant's nine-months
           ended July 31, 1999;
  
       (b) The Registrant's Registration Statement No. 000-15331 on Form 8-A12G/A
           filed with the SEC on October 15, 1999, in which there is described the
           terms, rights and provisions applicable to the Registrant's outstanding
           Common Stock.
  
       All reports and definitive proxy or information statements filed pursuant
  to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
  amended, (the "1934 Act") after the date of this Registration Statement and
  prior to the filing of a post-effective amendment which indicates that all
  securities offered hereby have been sold or which deregisters all securities
  then remaining unsold shall be deemed to be incorporated by reference into this
  Registration Statement and to be a part hereof from the date of filing of such
  documents. Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein or in any subsequently filed document which also is deemed to
  be incorporated by reference herein modifies or supersedes such statement. Any
  such statement so modified or superseded shall not be deemed, except as so
  modified or superseded, to constitute a part of this Registration Statement.
  
  Item 4. Description of Securities
  
       Not Applicable.
  
  Item 5. Interests of Named Experts and Counsel
  
       Not Applicable.
  
  Item 6. Indemnification of Directors and Officers
  
       Section 145 of the Delaware General Corporation Law (the "DGCL") provides,
  in effect, that any person made a party to any action by reason of the fact that
  he is or was a director, officer, employee or agent of Registrant may and, in
  certain cases, must be indemnified by Registrant against, in the case of a
  non-derivative action, judgments, fines, amounts paid in settlement and
  reasonable expenses (including attorneys' fees) incurred by him as a result of
  such action, and in the case of a derivative action, against expenses (including
  attorneys' fees), if in either type of action he acted in good faith and in a
  manner he reasonably believed to be in or not opposed to the best interests of
  Registrant. This indemnification does not apply, in a derivative action, to
  matters as to which it is adjudged that the director, officer, employee or agent
  is liable to Registrant, unless upon court order it is determined that, despite
  such adjudication of liability, but in view of all the circumstances of the
  case, he is fairly and reasonably entitled to indemnity for expenses, and, in a
  non-derivative action, to any criminal proceeding in which such person had
  reasonable cause to believe his conduct was unlawful.
  
       Article V of our Sixth Amended and Restated Certificate of Incorporation,
  provides that no director shall be liable to Registrant or its stockholders for
  monetary damages for breach of fiduciary duty as a director to the fullest
  extent permitted by the DGCL.
  
                                        II-1
  3
  
       Reference is made to Section 8 of the underwriting agreement filed as
  Exhibit 1.1 to Registrant's Registration Statement No. 333-85505, pursuant to
  which the underwriters have agreed to indemnify Registrant's officers and
  directors against certain liabilities under the Securities Act of 1933.
  
       Registrant intends to enter into indemnification agreements with each
  director, a form of which is filed as Exhibit 10.1 to Registrant's Registration
  Statement No. 333-85505. Pursuant to such agreements, we will be obligated, to
  the extent permitted by applicable law, to indemnify such directors against all
  expenses, judgments, fines and penalties incurred in connection with the defense
  or settlement of any actions brought against them by reason of the fact that
  they were directors of Registrant or assumed certain responsibilities at the
  direction of Registrant. Registrant also intends to purchase directors and
  officers liability insurance in order to limit its exposure to liability for
  indemnification of directors and officers.
  
  Item 7. Exemption from Registration Claimed
  
       Not Applicable.
  
  Item 8. Exhibits
  Number       Exhibit
  ------       -------
  4            Instruments Defining Rights of Stockholders.  Reference is made to Registrant's
               Registration Statement No. 000-15331 on form 8-A12G/A which is incorporated
               herein by reference pursuant to Item 3(b).
  
  5            Opinion and consent of Brobeck, Phleger & Harrison LLP.
  
  23.1         Consent of PricewaterhouseCoopers LLP, Independent Accountants.
  
  23.2         Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
  
  24           Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
  
  99.1         Crossroads Systems Inc. 1999 Stock Incentive Plan.
  
  99.2         Crossroads Systems Inc. 1999 Employee Stock Purchase Plan.
  Item 9. Undertakings.
  
       A. The undersigned Registrant hereby undertakes: (1) to file, during any
  period in which offers or sales are being made, a post-effective amendment to
  this Registration Statement (i) to include any prospectus required by Section
  10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
  arising after the effective date of this Registration Statement (or the most
  recent post-effective amendment thereof) which, individually or in the
  aggregate, represent a fundamental change in the information set forth in this
  Registration Statement and (iii) to include any material information with
  respect to the plan of distribution not previously disclosed in this
  Registration Statement or any material change to such information in this
  Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
  not apply if the information required to be included in a post-effective
  amendment by those paragraphs is contained in periodic reports filed by the
  Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
  incorporated by reference into this Registration Statement; (2) that for the
  purpose of determining any liability under the 1933 Act each such post-effective
  amendment shall be deemed to be a new registration statement relating to the
  securities offered therein and the offering of such securities at that time
  shall be deemed to be the initial bona fide offering thereof; and (3) to remove
  from registration by means of a post-effective amendment any of the securities
  being registered which remain unsold at the termination of the Crossroads
  Systems Inc. 1999 Stock Incentive Plan and 1999 Employee Stock Purchase Plan.
  
                                        II-2
  4
  
       B. The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the 1933 Act, each filing of the Registrant's
  annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
  incorporated by reference into this Registration Statement shall be deemed to be
  a new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
       C. Insofar as indemnification for liabilities arising under the 1933 Act
  may be permitted to directors, officers, or controlling persons of the
  Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
  has been advised that, in the opinion of the SEC, such indemnification is
  against public policy as expressed in the 1933 Act, and is, therefore,
  unenforceable. In the event that a claim for indemnification against such
  liabilities (other than the payment by the Registrant of expenses incurred or
  paid by a director, officer, or controlling person of the Registrant in the
  successful defense of any action, suit, or proceeding) is asserted by such
  director, officer, or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the 1933 Act and will be governed by the final
  adjudication of such issue.
  
                                        II-3
  5
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Austin, State of Texas this 8th day of December,
  1999.
  
                                         CROSSROADS SYSTEMS INC.
  
                                         By: /s/ BRIAN R. SMITH
                                             -------------------------------------
                                             Brian R. Smith
                                             Chief Executive Officer and
                                             Chairman of the Board
  
                                  POWER OF ATTORNEY
  
  KNOW ALL PERSONS BY THESE PRESENTS:
  
       That the undersigned officers and directors of Crossroads Systems Inc., a
  Delaware corporation, do hereby constitute and appoint Brian R. Smith, Chief
  Executive Officer, and Reagan Y. Sakai, Chief Financial Officer, and each of
  them, the lawful attorneys-in-fact and agents with full power and authority to
  do any and all acts and things and to execute any and all instruments which said
  attorneys and agents, and any one of them, determine may be necessary or
  advisable or required to enable said corporation to comply with the Securities
  Act of 1933, as amended, and any rules or regulations or requirements of the
  Securities and Exchange Commission in connection with this Registration
  Statement. Without limiting the generality of the foregoing power and authority,
  the powers granted include the power and authority to sign the names of the
  undersigned officers and directors in the capacities indicated below to this
  Registration Statement, to any and all amendments, both pre-effective and
  post-effective, and supplements to this Registration Statement, and to any and
  all instruments or documents filed as part of or in conjunction with this
  Registration Statement or amendments or supplements thereof, and each of the
  undersigned hereby ratifies and confirms that all said attorneys and agents, or
  any one of them, shall do or cause to be done by virtue hereof. This Power of
  Attorney may be signed in several counterparts.
  
       IN WITNESS WHEREOF, each of the undersigned has executed this Power of
  Attorney as of the date indicated.
  
       Pursuant to the requirements of the Securities Act of 1933, as amended,
  this Registration Statement has been signed below by the following persons in
  the capacities and on the dates indicated.
  Signature                                       Title                                       Date
  ---------                                       -----                                       ----
  /s/ BRIAN R. SMITH
  -----------------------------------            Chief  Executive  Officer and  Chairman      December 8, 1999
  Brian R. Smith                                 of the Board (Principal Executive
                                                 Officer)
  
  /s/ REAGAN Y. SAKAI                            Chief Financial Officer  (Principal          December 8, 1999
  -----------------------------------            Financial and Accounting Officer)
  Reagan Y. Sakai
  
  /s/ RICHARD D. EYESTONE
  -----------------------------------            Director                                     December 8, 1999
  Richard D. Eyestone
  II-4
  6
  -----------------------------------            Director
  Wo Overstreet
  
  /s/ DAVID L. RIEGEL
  -----------------------------------            Director                                     December 8, 1999
  David L. Riegel
  
  /s/ WILLIAM P. WOOD
  -----------------------------------            Director                                     December 8, 1999
  William P. Wood
  II-5
  7
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                                  WASHINGTON, D.C.
  
                                      EXHIBITS
  
                                         TO
  
                                      FORM S-8
  
                                        UNDER
  
                               SECURITIES ACT OF 1933
  
                               CROSSROADS SYSTEMS INC.
  8
  
                                    EXHIBIT INDEX
  Number     Exhibit
  ------     -------
  4          Instruments Defining Rights of Stockholders.  Reference is made to Registrant's
             Registration Statement No. 000-15331 on form 8-A12G/A which is incorporated
             herein by reference pursuant to Item 3(b).
  
  5          Opinion and consent of Brobeck, Phleger & Harrison LLP.
  
  23.1       Consent of PricewaterhouseCoopers LLP, Independent Accountants.
  
  23.2       Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
  
  24         Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
  
  99.1       Crossroads Systems Inc. 1999 Stock Incentive Plan.
  
  99.2       Crossroads Systems Inc. 1999 Employee Stock Purchase Plan.