content: <PAGE>   1
  
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 22, 2000
  
                                                      Registration No. 333-
                                                                           -------
  
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D. C. 20549
  
                                      FORM S-8
  
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                            SILVERSTREAM SOFTWARE, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
  DELAWARE                                                     04-3318325
  (State or Other Jurisdiction of                           (I.R.S. Employer
  Incorporation or Organization)                            Identification Number)
  
  TWO FEDERAL STREET, BILLERICA, MA                               01821
  (Address of Principal Executive Offices)                     (Zip Code)
  
  
                   AMENDED AND RESTATED 1997 STOCK INCENTIVE PLAN
                              (Full Title of the Plan)
  
                                  DAVID A. LITWACK
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             SILVERSTREAM SOFTWARE, INC.
                                 TWO FEDERAL STREET
                                BILLERICA, MA 01821
                       (Name and Address of Agent for Service)
  
                                   (978) 262-3000
            (Telephone Number, Including Area Code, of Agent for Service)
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  
  ----------------------------- ----------------- ---------------------- --------------------- -----------------------
                                                        Proposed               Proposed
            Title of                                    Maximum                Maximum
           Securities                 Amount            Offering              Aggregate               Aount of
             to be                    to be              Price                 Offering             Registration
           Registered               Registered         Per Share                 Price                   Fee
  ----------------------------- ----------------- ---------------------- --------------------- -----------------------
  
  <S>                              <C>                  <C>                 <C>                       <C>
  Common Stock, $.001              2,500,000            $30.375(1)           $75,937,500(1)            $20,048
  par value                         shares
  ----------------------------- ----------------- ---------------------- --------------------- -----------------------
  </TABLE>
  
  (1)      Computed in accordance with Rules 457(c) and (h) under the Securities
           Act of 1933, as amended, based upon the average of the high and low
           prices of the Common Stock as reported by the Nasdaq National Market on
           May 18, 2000.
  
  
  <PAGE>   2
  
  
                       STATEMENT OF INCORPORATION BY REFERENCE
  
           Except as otherwise set forth below, this Registration Statement on
  Form S-8 incorporates by reference the contents of the Registration Statement on
  Form S-8, File No. 333-85829, relating to the Registrant's Amended and Restated
  1997 Stock Incentive Plan.
  
  
  
  <PAGE>   3
  
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, 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 Billerica, Massachusetts on May 22, 2000.
  
                                       SILVERSTREAM SOFTWARE, INC.
  
  
  
                                       By:   /s/ David A. Litwack
                                             -------------------------------------
                                             David A. Litwack
                                             President and Chief Executive Officer
  
  
                          POWER OF ATTORNEY AND SIGNATURES
  
           We, the undersigned officers and directors of SilverStream Software,
  Inc. hereby severally constitute and appoint David A. Litwack and Craig A.
  Dynes, 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 behalf in our capacities as officers and
  directors to enable SilverStream Software, Inc. to comply with all requirements
  of the Securities and Exchange Commission, hereby ratifying and confirming our
  signatures as they may be signed by said attorneys, or any of them, to said
  Registration Statement and any and all amendments thereto.
  
           PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
  STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
  DATES INDICATED.
  
        SIGNATURE                         TITLE                     DATE
  
  /s/ David R. Skok          Chairman of the Board of Directors  May 22, 2000
  ---------------------
  David R. Skok
  
  
  /s/ David A. Litwack       President, Chief Executive          May 22, 2000
  ---------------------      Officer and Director (Principal
  David A. Litwack           Executive Officer)
  
  
  /s/ Craig A. Dynes         Vice President, Chief Financial     May 22, 2000
  ---------------------      Officer, Treasurer and Secretary
  Craig A. Dynes             (Prinicipal Financial Officer and
                             Principal Accounting Officer)
  
  
  /s/ Timothy Barrows        Director                            May 22, 2000
  ---------------------
  Timothy Barrows
  
  
  /s/ Richard A. D'Amore     Director                            May 22, 2000
  ---------------------
  Richard A. D'Amore
  
  
  
  ---------------------      Director                            May __, 2000
  Paul J. Severino
  
  
  
  
  <PAGE>   4
  
  
  
                                    EXHIBIT INDEX
  
  
  EXHIBIT
  NUMBER                             DESCRIPTION
  
  
  4.1 (1)           Second Amended and Restated Certificate of Incorporation of
                    the Registrant.
  
  4.2 (1)           Amended and Restated By-Laws of the Registrant.
  
  4.3 (2)           Specimen Certificate for Common Stock of the Registrant.
  
  5                 Opinion of Hale and Dorr LLP.
  
  23.1              Consent of Hale and Dorr LLP (included in Exhibit 5).
  
  23.2              Consent of Ernst & Young LLP.
  
  24                Power of Attorney (included in the signature pages of this
                    Registration Statement).
  
  (1)  Incorporated by reference to the Registrant's Registration Statement on
       Form S-1, as amended (File No. 333-94103).
  
  (2)  Incorporated by reference to the Registrant's Registration Statement on
       Form S-1, as amended (File No. 333-80553).
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "SILVERSTREAM SOFTWARE", "secsgml_size_bytes": 7057}]
metadata_filer: {"company-data": {"conformed-name": "SILVERSTREAM SOFTWARE INC", "cik": "0001042282", "assigned-sic": "7373", "irs-number": "043318325", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37610", "film-number": "641761"}, "business-address": {"street1": "ONE BURLINGTON WOODS DR", "city": "BURLINGTON", "state": "MA", "zip": "01803", "phone": "7812385400"}, "mail-address": {"street1": "ONE BURLINGTON WOODS DR", "city": "BURLINGTON", "state": "MA", "zip": "01803"}}
text: 1
  
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 22, 2000
  
                                                      Registration No. 333-
                                                                           -------
  
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D. C. 20549
  
                                      FORM S-8
  
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                            SILVERSTREAM SOFTWARE, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
  DELAWARE                                                     04-3318325
  (State or Other Jurisdiction of                           (I.R.S. Employer
  Incorporation or Organization)                            Identification Number)
  
  TWO FEDERAL STREET, BILLERICA, MA                               01821
  (Address of Principal Executive Offices)                     (Zip Code)
  
                   AMENDED AND RESTATED 1997 STOCK INCENTIVE PLAN
                              (Full Title of the Plan)
  
                                  DAVID A. LITWACK
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             SILVERSTREAM SOFTWARE, INC.
                                 TWO FEDERAL STREET
                                BILLERICA, MA 01821
                       (Name and Address of Agent for Service)
  
                                   (978) 262-3000
            (Telephone Number, Including Area Code, of Agent for Service)
  
                           CALCULATION OF REGISTRATION FEE
  ----------------------------- ----------------- ---------------------- --------------------- -----------------------
                                                        Proposed               Proposed
            Title of                                    Maximum                Maximum
           Securities                 Amount            Offering              Aggregate               Aount of
             to be                    to be              Price                 Offering             Registration
           Registered               Registered         Per Share                 Price                   Fee
  ----------------------------- ----------------- ---------------------- --------------------- -----------------------
  Common Stock, $.001              2,500,000            $30.375(1)           $75,937,500(1)            $20,048
  par value                         shares
  ----------------------------- ----------------- ---------------------- --------------------- -----------------------
  (1)      Computed in accordance with Rules 457(c) and (h) under the Securities
           Act of 1933, as amended, based upon the average of the high and low
           prices of the Common Stock as reported by the Nasdaq National Market on
           May 18, 2000.
  2
  
                       STATEMENT OF INCORPORATION BY REFERENCE
  
           Except as otherwise set forth below, this Registration Statement on
  Form S-8 incorporates by reference the contents of the Registration Statement on
  Form S-8, File No. 333-85829, relating to the Registrant's Amended and Restated
  1997 Stock Incentive Plan.
  3
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, 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 Billerica, Massachusetts on May 22, 2000.
  
                                       SILVERSTREAM SOFTWARE, INC.
  
                                       By:   /s/ David A. Litwack
                                             -------------------------------------
                                             David A. Litwack
                                             President and Chief Executive Officer
  
                          POWER OF ATTORNEY AND SIGNATURES
  
           We, the undersigned officers and directors of SilverStream Software,
  Inc. hereby severally constitute and appoint David A. Litwack and Craig A.
  Dynes, 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 behalf in our capacities as officers and
  directors to enable SilverStream Software, Inc. to comply with all requirements
  of the Securities and Exchange Commission, hereby ratifying and confirming our
  signatures as they may be signed by said attorneys, or any of them, to said
  Registration Statement and any and all amendments thereto.
  
           PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
  STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
  DATES INDICATED.
  
        SIGNATURE                         TITLE                     DATE
  
  /s/ David R. Skok          Chairman of the Board of Directors  May 22, 2000
  ---------------------
  David R. Skok
  
  /s/ David A. Litwack       President, Chief Executive          May 22, 2000
  ---------------------      Officer and Director (Principal
  David A. Litwack           Executive Officer)
  
  /s/ Craig A. Dynes         Vice President, Chief Financial     May 22, 2000
  ---------------------      Officer, Treasurer and Secretary
  Craig A. Dynes             (Prinicipal Financial Officer and
                             Principal Accounting Officer)
  
  /s/ Timothy Barrows        Director                            May 22, 2000
  ---------------------
  Timothy Barrows
  
  /s/ Richard A. D'Amore     Director                            May 22, 2000
  ---------------------
  Richard A. D'Amore
  
  ---------------------      Director                            May __, 2000
  Paul J. Severino
  4
  
                                    EXHIBIT INDEX
  
  EXHIBIT
  NUMBER                             DESCRIPTION
  
  4.1 (1)           Second Amended and Restated Certificate of Incorporation of
                    the Registrant.
  
  4.2 (1)           Amended and Restated By-Laws of the Registrant.
  
  4.3 (2)           Specimen Certificate for Common Stock of the Registrant.
  
  5                 Opinion of Hale and Dorr LLP.
  
  23.1              Consent of Hale and Dorr LLP (included in Exhibit 5).
  
  23.2              Consent of Ernst & Young LLP.
  
  24                Power of Attorney (included in the signature pages of this
                    Registration Statement).
  
  (1)  Incorporated by reference to the Registrant's Registration Statement on
       Form S-1, as amended (File No. 333-94103).
  
  (2)  Incorporated by reference to the Registrant's Registration Statement on
       Form S-1, as amended (File No. 333-80553).