content: <PAGE>   1
  As filed with the Securities and Exchange Commission on January 31, 2001
  
                                                         File No. 333-_______
  
  --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                           ------------------------------
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        Under
                             THE SECURITIES ACT OF 1933
                             --------------------------
  
                               CABLETRON SYSTEMS, INC.
               (Exact name of registrant as specified in its charter)
  
             DELAWARE                                              04-2797263
   (State or Other Jurisdiction                                 (I.R.S. Employer
  of Incorporation or Organization)                            Identification No.)
  
  
                                  35 Industrial Way
                           Rochester, New Hampshire 03867
            (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
  
                             INDUS RIVER NETWORKS, INC.
                               STOCK INCENTIVE PROGRAM
                             --------------------------
                              (Full title of the Plan)
  
                                David J. Kirkpatrick
                               Chief Financial Officer
                               Cabletron Systems, Inc.
                                  35 Industrial Way
                           Rochester, New Hampshire 03867
                                   (603) 332-9400
  
                           ------------------------------
   (Name, Address and Telephone Number, including Area Code, of Agent for Service)
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ====================================================================================================================
  
      Title of Securities        Amount To           Proposed Maximum           Proposed Maximum       Amount of
       To Be Registered              Be               Offering Price           Aggregate Offering    Registration
                                 Registered            Per Share (1)               Price (1)              Fee
  --------------------------------------------------------------------------------------------------------------------
  
  <S>                          <C>                   <C>                       <C>                   <C>
  Common Stock,
  $0.01 par value              406,898 shares             $4.32                 $1,757,799.36            $439.45
  --------------------------------------------------------------------------------------------------------------------
  
  Series C Preferred Stock,
  $1.00 par value               5,000 shares             $104.12                 $520,600.00             $130.15
  ====================================================================================================================
  </TABLE>
  
  (1)  The maximum aggregate offering price for the shares of Cabletron Systems,
       Inc. common stock, $0.01 par value, and series C preferred stock, $1.00 par
       value, offered hereby is based on the weighted average per share exercise
       price (rounded to the nearest cent) of the options pursuant to which such
       shares may be issued.
  
  
                            Exhibit Index on page II-12;
                                 Page 1 of 15 pages
  --------------------------------------------------------------------------------
  <PAGE>   2
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       Cabletron Systems, Inc. (the "Registrant" or the "Company") hereby
  incorporates the following documents herein by reference:
  
       (a)  Annual Report on Form 10-K for the fiscal year ended February 29, 2000
            filed with the Commission on May 30, 2000.
  
       (b)  Current Report on Form 8-K filed with the Commission on May 5, 2000,
            Quarterly Report on Form 10-Q for the fiscal quarter ended May 31,
            2000 and filed with the Commission on July 18, 2000, Current Report on
            Form 8-K filed with the Commission on September 11, 2000 and amended
            on September 29, 2000, Quarterly Report on Form 10-Q for the fiscal
            quarter ending on September 2, 2000 and filed with the Commission on
            October 18, 2000 and amended on January 16, 2001, and Quarterly Report
            on Form 10-Q for the fiscal quarter ending December 2, 2000 and filed
            with the Commission on January 16, 2001.
  
       (c)  Description of the Registrant's Common Stock contained in its
            registration statement on Form 8-A filed with the Commission under
            Section 12 of the Exchange Act on April 19, 1989, as amended by the
            description contained in the Registrant's Form 8 filed with the
            Commission on May 22, 1989.
  
  All documents subsequently filed by the Registrant or the Plan pursuant to
  Section 13(a), Section 13(c), Section 14 and Section 15(d) of the Exchange Act
  prior to the filing of a post-effective amendment to this Registration Statement
  that indicates that all securities offered have been sold or which deregisters
  all securities then remaining unsold, shall be deemed to be incorporated herein
  by reference from the date of filing of such documents.
  
  Item 4. DESCRIPTION OF SECURITIES.
  
       In addition to the shares of Common Stock being registered in this
  Registration Statement, the Company is also registering shares of Series C
  Preferred Stock, as described in detail below.
  
       DIVIDENDS. When the Series C Preferred Stock is issued, the holders of
  Series C Preferred Stock will be entitled to receive cash dividends that do not
  constitute extraordinary distributions to the same extent as holders of Common
  Stock. Each share of Series C Preferred Stock will be entitled to receive
  dividends at a rate per share equal to the product of the dividend declared on
  each share of Common Stock and the applicable conversion rate. The applicable
  conversion rate is currently 10, adjusted for stock splits, stock dividends,
  recapitalizations and other similar events. The applicable conversion rate will
  be adjusted in the manner described below in "-- Conversion Rights."
  
       The holders of Series C Preferred Stock will not be entitled to participate
  in any extraordinary distribution. An extraordinary distribution means any
  dividend or distribution, including any distribution of cash, stock or other
  securities or property, by way of dividend, spinoff, reclassification,
  recapitalization or similar corporate rearrangement, on the Common Stock other
  than:
  
       -    a stock split, stock dividend or similar transaction;
  
       -    an Enterasys spinoff;
  
       -    an Enterasys transaction;
  
       -    the payment of an ordinary cash dividend; or
  
  
                                        II-1
  <PAGE>   3
  
  
       -    the purchase or repurchase by the Company of any shares of Common
            Stock.
  
       An Enterasys spinoff means the distribution, through a dividend, exchange,
  issuance or other similar transaction, of 51% or more of the common stock of
  Enterasys Networks, Inc. ("Enterasys"), a subsidiary of the Company, to the
  Company's stockholders. An Enterasys transaction means a sale, other
  disposition, consolidation, merger or reorganization of Enterasys, other than an
  Enterasys spinoff, after which the Company no longer controls Enterasys.
  
       CONVERSION RIGHTS. The Series C Preferred Stock will be convertible into
  Common Stock at the option of the holder at any time following the earliest to
  occur of:
  
       -    an Enterasys spinoff that occurs on or after the first anniversary of
            the date the Series C Preferred Stock is issued;
  
       -    an Enterasys transaction at any time; and
  
       -    the second anniversary of the date the Series C Preferred Stock is
            issued.
  
       If the Company establishes a record date for an Enterasys spinoff before
  the first anniversary of the date the Series C Preferred Stock is issued, and
  that spinoff is to be completed before the first anniversary, then the Series C
  Preferred Stock will be convertible into Common Stock at the option of the
  holder immediately before the Enterasys spinoff. The Company may never conduct
  an Enterasys spinoff or an Enterasys transaction. It is possible that holders of
  Series C Preferred Stock will not be able to convert their shares of Series C
  Preferred Stock until the second anniversary of the date the Series C Preferred
  Stock is issued.
  
       A holder of Series C Preferred Stock that elects to convert its shares of
  Series C Preferred Stock into Common Stock will receive the number of shares of
  Common Stock equal to the number of shares of Series C Preferred Stock held by
  that holder multiplied by the applicable conversion rate.
  
       THE APPLICABLE CONVERSION RATE. The applicable conversion rate will
  initially be 10. The applicable conversion rate will be adjusted for a number of
  circumstances as discussed below. Other than adjustments to the applicable
  conversion rate for events such as stock splits, stock dividends and
  combinations discussed under "--Adjustments to the Applicable Conversion
  Rate--Stock Dividends, Stock Splits, Combinations," the applicable conversion
  rate will never be adjusted to exceed 65. The applicable conversion rate will
  usually be determined based on the value of the stock of Cabletron's subsidiary,
  Enterasys. The value will be determined in the manner described below.
  
       ADJUSTMENTS TO THE APPLICABLE CONVERSION RATE--STOCK DIVIDENDS, STOCK
  SPLITS, COMBINATIONS. If there is:
  
       -    a subdivision of the outstanding shares of Common Stock into a greater
            number of shares of Common Stock, such as through a stock split, stock
            dividend or recapitalization; or
  
       -    a combination of the outstanding shares of Common Stock into a smaller
            number of shares of Common Stock, such as through a reverse stock
            split,
  
  then the applicable conversion rate will be adjusted to reflect the stock
  dividend, stock split or recapitalization.
  
       ENTERASYS SPINOFF WITHIN ONE YEAR OF THE DATE OF ISSUANCE OF THE SERIES C
  PREFERRED STOCK. If the Company establishes a record date for an Enterasys
  spinoff before the first anniversary of the date the Series C Preferred Stock is
  issued, and that spinoff is to be completed before the first anniversary, then
  the Series C Preferred Stock will be convertible into Common Stock at the option
  of the holder immediately before the Enterasys spinoff. The applicable
  conversion rate will be permanently adjusted to equal the quotient obtained from
  the following formula:
  
  
                                        II-2
  <PAGE>   4
  
  
                  applicable conversion rate     =     E X P(E)
                                                    -------------
                                                    50,000 x P(C)
  
  In this formula:
  
       -    E is equal to the number of Enterasys shares equal to 1% of the
            fully-diluted stock of Enterasys, determined as of the day the merger
            closes, adjusted for stock splits, stock dividends, recapitalizations,
            extraordinary distributions and other similar events affecting the
            stock of Enterasys;
  
       -    P(E) is the market price of the Enterasys stock, determined as of the
            close of business on the applicable record date; and
  
       -    P(C) is the market price of Common Stock as of the close of business
            on that record date.
  
       For an Enterasys spinoff, the market price of Enterasys stock will usually
  be equal to the last sale price of the stock on the national securities exchange
  or automated quotation system on which it is traded on the applicable trading
  day. For an Enterasys transaction, the market price of Enterasys stock will
  usually be the price at which Enterasys stock is sold in the Enterasys
  transaction. Generally, the market price of the Common Stock will be equal to
  the last sale price of the stock on the New York Stock Exchange on the
  applicable trading day.
  
       ENTERASYS SPINOFF OR ENTERASYS TRANSACTION WITHIN TWO YEARS OF THE DATE OF
  ISSUANCE OF THE SERIES C PREFERRED STOCK. If the Company conducts an Enterasys
  spinoff after the first anniversary of the date the Series C Preferred Stock is
  issued and before the second anniversary of that date, or if the Company
  conducts an Enterasys transaction before the second anniversary of the date the
  Series C Preferred Stock is issued, then the Series C Preferred Stock will be
  convertible into Common Stock at the option of the holder after the earlier to
  occur of that event. After that event, the applicable conversion rate will be
  permanently adjusted to equal the quotient obtained from the following formula:
  
                  applicable conversion rate     =  .9 X E X P(E)
                                                    -------------
                                                    50,000 x P(C)
  
  In this formula:
  
       -    E is equal to the number of Enterasys shares equal to 1% of the
            fully-diluted stock of Enterasys, determined as of the day the merger
            closes, adjusted for stock splits, stock dividends, recapitalizations,
            extraordinary distributions and other similar events affecting the
            stock of Enterasys;
  
       -    P(E) is the market price of the Enterasys stock distributed in the
            Enterasys spinoff or the Enterasys transaction determined as of the
            close of business on the first trading day after the Enterasys spinoff
            or Enterasys transaction; and
  
       -    P(C) is the market price of Common Stock as of the close of business
            on that trading day.
  
       For an Enterasys spinoff, the market price of Enterasys stock will usually
  be equal to the last sale price of the stock on the national securities exchange
  or automated quotation system on which it is traded on the applicable trading
  day. For an Enterasys transaction, the market price of Enterasys stock will
  usually be the price at which Enterasys stock is sold in the Enterasys
  transaction. The market price of the Common Stock will be equal to the last sale
  price of the stock on the New York Stock Exchange on the applicable trading day.
  
       NO ENTERASYS SPINOFF OR ENTERASYS TRANSACTION WITHIN TWO YEARS OF THE DATE
  OF ISSUANCE OF THE SERIES C PREFERRED STOCK. If the Company does not conduct
  either an Enterasys spinoff or an Enterasys transaction before the second
  anniversary of the date the Series C Preferred Stock is issued, then the Series
  C Preferred Stock will be
  
  
                                        II-3
  <PAGE>   5
  
  
  convertible into Common Stock at the option of the holder immediately after the
  second anniversary of the date the Series C Preferred Stock is issued. After
  this second anniversary, the applicable conversion rate will be permanently
  adjusted to equal the quotient obtained from the following formula:
  
                    applicable conversion rate =       E X P(E)
                                                    -------------
                                                    50,000 x P(C)
  
  In this formula:
  
       -    E is equal to the number of Enterasys shares equal to 1% of the
            fully-diluted stock of Enterasys, determined as of the day the merger
            closes, adjusted for stock splits, stock dividends, recapitalizations,
            extraordinary distributions and other similar events affecting the
            stock of Enterasys;
  
       -    P(E) is the market price of the Enterasys stock, determined as of the
            second anniversary of the date the Series C Preferred Stock is issued;
            and
  
       -    P(C) is the market price of Common Stock as of the close of business
            on that day.
  
       The Company's board of directors will determine the market price of
  Enterasys stock. If the holders of a majority of the outstanding shares of
  Series C Preferred Stock object to the determination by the Company's board,
  then the Company will hire an investment banking firm to conduct an appraisal of
  the fair value of Enterasys stock. The market price of the Common Stock will
  usually be equal to the last sale price of the stock on the New York Stock
  Exchange on the second anniversary of the date the Series C Preferred Stock is
  issued.
  
       CORPORATE CHANGE. Before any corporate change, the Company will make sure
  that each holder of Series C Preferred Stock will receive, upon conversion of
  the holder's preferred stock into Common Stock, the stock, securities or assets
  that the holder would have been entitled to receive in the corporate change if
  that holder had converted its preferred stock into Common Stock before the
  record date for the corporate change. The Company will not engage in any
  corporate change unless, before the corporate change, the successor corporation
  or the purchasing corporation assumes in writing the obligation to deliver to
  each holder of Series C Preferred Stock, the shares of stock, securities or
  assets that the holder is entitled to receive as described above. For purposes
  of the Series C Preferred Stock, a corporate change shall mean any capital
  reorganization, reclassification, consolidation, merger or sale of all of
  substantially all of the Company's assets to another person which is completed
  in a way that holders of Common Stock are entitled to receive, either directly
  or upon the Company's subsequent liquidation, securities or assets in exchange
  for Common Stock.
  
       CORPORATE CHANGE BEFORE ENTERASYS SPINOFF, ENTERASYS TRANSACTION OR THE
  SECOND ANNIVERSARY OF THE DATE OF ISSUANCE OF THE SERIES C PREFERRED STOCK. If a
  corporate change were to occur before the first to occur of an Enterasys
  spinoff, an Enterasys transaction and the second anniversary of the date the
  Series C Preferred Stock is issued, then the applicable conversion rate will be
  adjusted to equal the greater of:
  
       -    10, adjusted for stock splits, stock dividends and combinations, as
            described above under "--Adjustments to the Applicable Conversion Rate
            - Stock Dividends, Stock Splits, Combinations;" and
  
       -    the quotient obtained from the following formula:
  
                    applicable conversion rate =       E X P(E)
                                                    -------------
                                                    50,000 x P(C)
  
       In this formula:
  
       -    E is equal to the number of Enterasys shares equal to 1% of the
            fully-diluted stock of Enterasys, determined as of the day the merger
            closes, adjusted for stock splits, stock dividends, recapitalizations,
            extraordinary distributions and other similar events affecting the
            stock of Enterasys;
  
  
                                        II-4
  <PAGE>   6
  
  
       -    P(E) is the market price of the Enterasys stock, determined as of the
            effective date of the corporate change; and
  
       -    P(C) is the market price of Common Stock as of the close of business
            on that day.
  
       The Company's board of directors will determine the market price of
  Enterasys stock. If the holders of a majority of the outstanding shares of
  Series C Preferred Stock object to the determination by the Company's board,
  then the Company will hire an investment banking firm to conduct an appraisal of
  the fair value of Enterasys stock. The market price of the Common Stock will
  usually be equal to the price at which Common Stock is sold in the corporate
  change.
  
       CORPORATE CHANGE AFTER AN ENTERASYS SPINOFF, ENTERASYS TRANSACTION OR THE
  SECOND ANNIVERSARY OF THE DATE OF ISSUANCE OF THE SERIES C PREFERRED STOCK. If a
  corporate change were to occur after the first to occur of an Enterasys spinoff,
  an Enterasys transaction and the second anniversary of the date the Series C
  Preferred Stock is issued, then the applicable conversion rate will be adjusted
  in the manner described above under "-- Enterasys spinoff or Enterasys
  transaction within Two Years of the Date of Issuance of the Series C Preferred
  Stock" or "--No Enterasys Spinoff or Enterasys Transaction within Two Years of
  the Date of Issuance of the Series C Preferred Stock."
  
       CONVERSION PROCEDURE. The Company will give each holder of Series C
  Preferred Stock at least 30 days notice of the Company's intention to either
  conduct an Enterasys spinoff or an Enterasys transaction. The Company's notice
  will also advise each holder of Series C Preferred Stock of its conversion
  rights for its Series C Preferred Stock. Each holder of Series C Preferred Stock
  will have 15 days from the date of the notice to deliver a written notice to the
  escrow agent advising the escrow agent of its intention to require or not
  require the Company to convert all, but not less than all, of the shares of
  Series C Preferred Stock held by that holder. Each holder of Series C Preferred
  Stock wishing to exercise its conversion right must surrender the certificate or
  certificates representing the shares being converted with this written notice,
  unless they are being held by the escrow agent at the time. Each conversion of
  Series C Preferred Stock will be considered to have been completed as of the
  close of business on the effective date of the conversion as specified in the
  conversion notice, except that this date cannot be earlier than the date the
  Company or the Company's agent receives the conversion notice. If the conversion
  notice does not specify a date, then the conversion date will be considered to
  be the date on which the Company or the Company's agent receives the conversion
  notice. On the conversion date, the holder's rights as a holder of Series C
  Preferred Stock will cease and the holder will subsequently have the rights of a
  holder of Common Stock.
  
       Promptly after the conversion date the Company will deliver to the
  converting holder at the address provided in the conversion notice:
  
       -    a certificate or certificates representing the number of shares of
            Common Stock issued upon conversion, in the same name or names as the
            certificates representing the converted shares or in any other name or
            names as the converting holder tells the Company, subject to legal,
            contractual or other restrictions on transfer, and in the denomination
            or denominations that the converting holder tells the Company;
  
       -    a check for cash for any fractional interest in a share of Common
            Stock as discussed below; and
  
       -    a certificate representing any shares of Series C Preferred Stock that
            were represented by the certificate or certificates delivered to the
            Company as part of the conversion but that were not converted.
  
       If the Company is to issue certificates for shares of Common Stock upon the
  conversion of Series C Preferred Stock in the name of the holder of the Series C
  Preferred Stock, the Company will do so without charging the holder any issuance
  tax. If the Company is to issue certificates for shares of Common Stock upon
  conversion of Series C Preferred Stock in any other name, the Company will not
  issue any certificates until payment of any applicable transfer tax has been
  made by the holder.
  
  
                                        II-5
  <PAGE>   7
  
  
       The Company will not issue any fractional shares or scrip representing
  fractions of shares of Common Stock upon conversion of any shares of Series C
  Preferred Stock. If a holder of a Series C Preferred Stock makes a conversion
  that results in the holder's having a fractional interest in a share of Common
  Stock, the Company will pay to the holder of those shares a cash amount based on
  the current market price of the Common Stock on the trading day immediately
  before the conversion, instead of issuing a fractional share of Common Stock.
  
       REDEMPTION. Each holder of Series C Preferred Stock will have the right to
  require the Company to redeem all, but not less than all, of that holder's
  shares of Series C Preferred Stock immediately before the occurrence of the
  first to occur of:
  
       -    an Enterasys spinoff after the first anniversary of the date of
            issuance of the Series C Preferred Stock and before the second
            anniversary of the date of issuance of the Series C Preferred Stock;
            and
  
       -    an Enterasys transaction.
  
       If a holder of a Series C Preferred Stock requests redemption of its shares
  in an Enterasys spinoff, the Company will pay the redemption price at the
  beginning of the spinoff. The redemption price that the Company will pay for
  each share of Series C Preferred Stock will be paid in shares of Enterasys stock
  and will be equal to the number of Enterasys shares equal to 1% of the
  fully-diluted stock of Enterasys, determined as of the day the merger closes,
  adjusted for stock splits, stock dividends, recapitalizations, extraordinary
  distributions and other similar events affecting the stock of Enterasys, divided
  by 50,000.
  
       If a holder of Series C Preferred Stock seeks to redeem its shares in an
  Enterasys transaction, the Company will pay the redemption price on an after-tax
  basis immediately after the Enterasys transaction. The redemption price that the
  Company will pay for each share of Series C Preferred Stock will be paid in
  securities or assets of the surviving corporation immediately after the
  Enterasys transaction. The redemption price will be equal in value, on an
  after-tax basis, to the number of Enterasys shares equal to 1% of the
  fully-diluted stock of Enterasys, determined as of the day the merger closes,
  adjusted for stock splits, stock dividends, recapitalizations, extraordinary
  distributions and other similar events affecting the stock of Enterasys, divided
  by 50,000.
  
       If the Company intends to conduct an Enterasys spinoff before the first
  anniversary of the date of issuance of the Series C Preferred Stock, holders of
  Series C Preferred Stock will not be able to redeem their shares of Series C
  Preferred Stock as part of the spinoff. They will be able to convert their
  shares into Common Stock before the spinoff. If the Company conducts an
  Enterasys transaction before the first anniversary of the date of issuance of
  the Series C Preferred Stock, holders of Series C Preferred Stock will be able
  to redeem their shares of Series C Preferred Stock in that transaction. The
  Company may never conduct an Enterasys spinoff. It is possible that holders of
  the Series C Preferred Stock will not be able to exercise the redemption right
  described above.
  
       The redemption rights for the Series C Preferred Stock will terminate
  immediately after the first to occur of:
  
       -    an Enterasys spinoff;
  
       -    an Enterasys transaction; and
  
       -    the second anniversary of the date of issuance of the Series C
            Preferred Stock.
  
       REDEMPTION PROCEDURES. The Company will give each holder of Series C
  Preferred Stock at least 30 days notice of its intention to either conduct an
  Enterasys spinoff or an Enterasys transaction. The Company's notice will also
  advise each holder of Series C Preferred Stock of its redemption rights. Each
  holder of Series C Preferred Stock will have 15 days from the date of the notice
  to deliver a written notice to the escrow agent advising the escrow agent of its
  intention to require or not require the Company to redeem all, but not less than
  all, of the Series C Preferred Stock held by that holder. If a holder of Series
  C Preferred Stock desires to redeem its shares in an Enterasys spinoff, the
  Company will be obligated on the redemption date to pay to that holder, upon the
  holder's surrender to the Company of the certificate or certificates
  representing the shares of Series C Preferred Stock to be
  
  
                                        II-6
  <PAGE>   8
  
  
  redeemed, the full redemption price of the shares of Series C Preferred Stock in
  shares of Enterasys stock. If a holder of Series C Preferred Stock desires to
  redeem its shares in an Enterasys transaction, the Company will be obligated on
  the redemption date to pay to that holder, upon the holder's surrender to the
  Company of the certificate or certificate representing the shares of Series C
  Preferred Stock to be redeemed, the full redemption price of the shares of
  Series C Preferred Stock in the securities or assets of the surviving
  corporation after the Enterasys transaction.
  
       LIQUIDATION. Upon the Company's liquidation, dissolution or winding up, the
  holders of Series C Preferred Stock will be entitled to be paid in full a
  liquidation amount, determined as described below, after the distribution of any
  of the Company's assets to the holders of any other series or class of the
  Company's stock ranking senior to the Series C Preferred Stock in a liquidation,
  including the Company's series A and the Company's series B preferred stock.
  
       If the Company's liquidation, dissolution or winding up occurs before the
  first to occur of an Enterasys spinoff, an Enterasys transaction and the second
  anniversary of the date of issuance of the Series C Preferred Stock, then the
  liquidation amount will be equal to the greater of:
  
       -    $1.00;
  
       -    the amount a holder would be entitled to receive on a share of Series
            C Preferred Stock in the liquidation, dissolution or winding up if the
            holder converted that share into Common Stock immediately before the
            liquidation, dissolution or winding up is effective; and
  
       -    the amount a holder would be entitled to receive on a share of Series
            C Preferred Stock in the liquidation, dissolution or winding up if the
            holder converted that share into Common Stock immediately before the
            liquidation, dissolution or winding up is effective, but without
            taking into account any adjustment to the applicable conversion rate
            for an Enterasys spinoff or an Enterasys transaction.
  
       If the Company's liquidation, dissolution or winding up occurs after the
  first to occur of an Enterasys spinoff, an Enterasys transaction and the second
  anniversary of the date of issuance of Series C Preferred Stock, then the
  liquidation amount will be equal to the greater of:
  
       -    $1.00; and
  
       -    the amount a holder would be entitled to receive on a share of Series
            C Preferred Stock in the liquidation, dissolution or winding up if the
            holder converted that share into Common Stock immediately before the
            liquidation, dissolution or winding up is effective, including taking
            into account any adjustment to the applicable conversion rate for an
            Enterasys spinoff, an Enterasys transaction or following the second
            anniversary of the date of issuance of the Series C Preferred Stock.
  
       If, after distribution of any of the Company's assets to the holders of
  stock senior to the Series C Preferred Stock, the Company's assets are
  insufficient to pay the holders of Series C Preferred Stock and the holders of
  any stock ranking equally with the Series C Preferred Stock their full
  liquidation amounts, then the Company's remaining assets legally available for
  distribution will be distributed ratably among the holders of Series C Preferred
  Stock and the holders of any stock ranking equally with the Series C Preferred
  Stock. The holders of stock ranking junior to the Series C preferred stock,
  including the holders of Common Stock, will not be entitled to participate in
  the liquidation.
  
       VOTING RIGHTS. Except as required by law, the holders of Series C Preferred
  Stock will have voting rights and powers equal to the voting rights and powers
  of the holders of Common Stock. The holders of Series C Preferred Stock will
  vote with the holders of Common Stock and any other shares of the Company's
  stock which, by their terms, are entitled to vote with the Common Stock, as a
  single class. Each holder of Series C Preferred Stock will be entitled to the
  number of votes for each share of Series C Preferred Stock it holds equal to the
  product of the number of shares of Series C Preferred Stock held by the holder
  and the applicable conversion rate on the record
  
  
                                        II-7
  <PAGE>   9
  
  
  date for holders entitled to participate in the vote. The holders of a majority
  of the then outstanding shares of Series C Preferred Stock must also approve any
  amendment or restatement of the Company's certificate of incorporation or of the
  certificate of designation for the Series C Preferred Stock that adversely
  affects the powers, preferences and rights of the Series C Preferred Stock.
  
       ESCROW AGREEMENT. The shares of Series C Preferred Stock will be held by
  State Street Bank and Trust Company, as escrow agent, and will be subject to the
  provisions of an escrow agreement between State Street Bank and Trust Company,
  the Company, and Stephen J. Ricci (as representative of the stockholders of
  Indus River Networks, Inc.). The shares of Series C Preferred Stock will be held
  in escrow only to facilitate any conversion or redemption of the Series C
  Preferred Stock occurring within 24 months of the date of issuance of the Series
  C Preferred Stock. The shares will remain in the escrow account until any
  conversion or redemption, after which the stockholders on whose behalf the
  shares are being held will receive the shares of Common Stock issued upon the
  conversion of the Series C Preferred Stock or the shares of Enterasys common
  stock or any other securities issued upon the redemption of the Series C
  Preferred Stock. If no redemption or conversion occurs within 24 months of the
  date of issuance of the Series C Preferred Stock, the shares being held in
  escrow will be distributed by the escrow agent to the stockholders on whose
  behalf the shares are being held on or before the 30-month anniversary of the
  date of issuance of the Series C Preferred Stock. The escrow agreement provides
  that the shares of Series C Preferred Stock may not be transferred except under
  the laws of descent and distribution or to the partners or equity holders of any
  stockholder which is an entity.
  
  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, as amended, provides
  that a corporation may indemnify any person who was or is a party or is
  threatened to be made a party to any threatened, pending or completed action,
  suit or proceeding, whether civil, criminal or investigative (other than an
  action by or in the right of the corporation) by reason of the fact that he is
  or was a director, officer, employee or agent of the corporation, or is or was
  serving at the request of the corporation as a director, officer, employee or
  agent of another corporation, partnership, joint venture, trust or other
  enterprise, against expenses (including attorneys' fees), judgments, fines and
  amounts paid in settlement actually and reasonably incurred by him in connection
  with such action, suit or proceeding if he acted in good faith and in a manner
  he reasonably believed to be in or not opposed to the best interests of the
  corporation, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful. Section 145 further
  provides that a corporation similarly may indemnify any such person serving in
  any such capacity who was or is a party or is threatened to be made a party to
  any threatened, pending or completed action or suit by or in the right of the
  corporation to procure a judgment in its favor, against expenses actually and
  reasonably incurred in connection with the defense or settlement of such action
  or suit if he acted in good faith and in a manner he reasonably believed to be
  in or not opposed to the best interest of the corporation and except that no
  indemnification shall be made in respect of any claim, issue or matter as to
  which such person shall have been adjudged to be liable to the corporation
  unless and only to the extent that the Delaware Court of Chancery or such other
  court in which such action or suit was brought shall determine upon application
  that, despite the adjudication of liability but in view of all the circumstances
  of the case, such person is fairly and reasonably entitled to indemnity for such
  expenses which the Court of Chancery or such other court shall deem proper.
  
       Section 102(b)(7) of the Delaware General Corporation Law, as amended,
  permits a corporation to include in its certificate of incorporation a provision
  eliminating or limiting the personal liability of a director to the corporation
  or its stockholders for monetary damages for breach of fiduciary duty as a
  director, provided that such provision shall not eliminate or limit the
  liability of a director (i) for any breach of the director's duty of loyalty to
  the corporation or its stockholders, (ii) for acts or omissions not in good
  faith or which involve intentional misconduct or a knowing violation of law,
  (iii) under Section 174 of the Delaware General Corporation Law (relating to
  unlawful payment of dividends and unlawful stock purchase and redemption), or
  (iv) for any transaction from which the director derived an improper personal
  benefit.
  
  
                                        II-8
  <PAGE>   10
  
  
       The Registrant's Restated Certificate of Incorporation, as amended,
  provides that the Company's Directors shall not be liable to the Registrant or
  its stockholders for monetary damages for breach of fiduciary duty as a
  director, except to the extent that exculpation from liabilities is not
  permitted under the Delaware General Corporation Law as in effect at the time
  such liability is determined. The Restated Certificate of Incorporation, as
  amended, further provides that the Registrant shall indemnify its directors and
  officers to the full extent permitted by the law of the State of Delaware.
  
  Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  Item 8. EXHIBITS.
  
       Exhibit
  
        4.1  Indus River Networks, Inc. Stock Incentive Program.
  
        4.2  Form of Stock Option Assumption Agreement.
  
        5.1  Opinion of Ropes & Gray.
  
       23.1  Consent of KPMG LLP.
  
       23.2  Consent of Ropes & Gray (See Exhibit 5.1).
  
       24.1  Power of Attorney (See Signature Page).
  
  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 Securities Act
       of 1933, (ii) to reflect in the prospectus any facts or events arising
       after the effective date of the 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 the
       registration statement, and (iii) to include any material information with
       respect to the plan of distribution not previously disclosed in the
       registration statement or any material change to such information in the
       registration statement; provided, however, that paragraphs (a)(1)(i) and
       (a)(1)(ii) do 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 Securities Exchange Act of 1934 that are incorporated by reference in
       the registration statement;
  
            (2) that, for the purpose of determining any liability under the
       Securities Act of 1933, each such post-effective amendment shall be deemed
       to be a new registration statement relating to the securities offered
       herein, 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 offering.
  
       (b) The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 that is incorporated by reference in the
  registration statement shall be deemed to be
  
  
                                        II-9
  <PAGE>   11
  
  
  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 Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
  such issue.
  
  
                                       II-10
  <PAGE>   12
  
  
                                     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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Rochester, the State of New Hampshire, on this
  31st day of January, 2001.
  
                                          CABLETRON SYSTEMS, INC.
  
  
                                          By:    /s/ Piyush Patel
                                              -------------------------
                                              Name:  Piyush Patel
                                              Title: President, Chief Executive
                                                     Officer, and Chairman
  
  
  
                                  POWER OF ATTORNEY
  
       Pursuant to the requirement of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated. Each person whose signature appears below
  hereby constitutes and appoints each of Piyush Patel and David J. Kirkpatrick,
  each with full power of substitution, his true and lawful attorney-in-fact and
  agent with full power to him to sign for him and in his name in the capacities
  indicated below any and all amendments (including post-effective amendments) to
  this Registration Statement and to file the same, with exhibits thereto, and
  other documents in connection therewith, and he hereby ratifies and confirms his
  signature as it may be signed by said attorney to any and all such amendments.
  
  
  <TABLE>
  <CAPTION>
             SIGNATURE                                      CAPACITY                                  DATE
             ---------                                      --------                                  ----
  
  <S>                                   <C>                                                     <C>
     /s/ Piyush Patel                   President, Chief Executive Officer, and Chairman        January 31, 2001
  ---------------------------------
           Piyush Patel
  
     /s/ David J. Kirkpatrick             Corporate Executive Vice President of Finance         January 31, 2001
  ---------------------------------     and Chief Financial Officer (Principal Financial
       David J. Kirkpatrick                 Officer and Principal Accounting Officer)
  
       /s/ Craig R. Benson                                  Director                            January 31, 2001
  ---------------------------------
          Craig R. Benson
  
        /s/ Paul R. Duncan                                  Director                            January 31, 2001
  ---------------------------------
          Paul R. Duncan
  
     /s/ Donald F. McGuinness                               Director                            January 31, 2001
  ---------------------------------
       Donald F. McGuinness
  
       /s/ Michael D. Myerow                         Secretary and Director                     January 31, 2001
  ---------------------------------
         Michael D. Myerow
  </TABLE>
  
  
                                       II-11
  <PAGE>   13
  
  
                                    EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
      Number                     Title of Exhibit
      ------                     ----------------
  
  <S>                            <C>
        4.1                      Indus  River  Networks, Inc. Stock
                                 Incentive Program.
  
        4.2                      Form of Stock Option Assumption
                                 Agreement.
  
        5.1                      Opinion of Ropes & Gray.
  
       23.1                      Consent of KPMG LLP.
  
       23.2                      Consent of Ropes & Gray (See Exhibit 5.1).
  
       24.1                      Power of Attorney (See Signature Page).
  </TABLE>
  
  
                                       II-12
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b37928css-8.txt", "description": "CABLETRON SYSTEMS, INC.", "secsgml_size_bytes": 46326}]
metadata_filer: {"company-data": {"conformed-name": "CABLETRON SYSTEMS INC", "cik": "0000846909", "assigned-sic": "3576", "irs-number": "042797263", "state-of-incorporation": "DE", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54754", "film-number": "1521058"}, "business-address": {"street1": "35 INDUSTRIAL WAY", "city": "ROCHESTER", "state": "NH", "zip": "03886", "phone": "6033329400"}, "mail-address": {"street1": "35 INDUSTRIAL WAY", "city": "ROCHESTER", "state": "NH", "zip": "03886"}}
text: 1
  As filed with the Securities and Exchange Commission on January 31, 2001
  
                                                         File No. 333-_______
  
  --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                           ------------------------------
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        Under
                             THE SECURITIES ACT OF 1933
                             --------------------------
  
                               CABLETRON SYSTEMS, INC.
               (Exact name of registrant as specified in its charter)
  
             DELAWARE                                              04-2797263
   (State or Other Jurisdiction                                 (I.R.S. Employer
  of Incorporation or Organization)                            Identification No.)
  
                                  35 Industrial Way
                           Rochester, New Hampshire 03867
            (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
  
                             INDUS RIVER NETWORKS, INC.
                               STOCK INCENTIVE PROGRAM
                             --------------------------
                              (Full title of the Plan)
  
                                David J. Kirkpatrick
                               Chief Financial Officer
                               Cabletron Systems, Inc.
                                  35 Industrial Way
                           Rochester, New Hampshire 03867
                                   (603) 332-9400
  
                           ------------------------------
   (Name, Address and Telephone Number, including Area Code, of Agent for Service)
  
                           CALCULATION OF REGISTRATION FEE
  ====================================================================================================================
  
      Title of Securities        Amount To           Proposed Maximum           Proposed Maximum       Amount of
       To Be Registered              Be               Offering Price           Aggregate Offering    Registration
                                 Registered            Per Share (1)               Price (1)              Fee
  --------------------------------------------------------------------------------------------------------------------
  Common Stock,
  $0.01 par value              406,898 shares             $4.32                 $1,757,799.36            $439.45
  --------------------------------------------------------------------------------------------------------------------
  
  Series C Preferred Stock,
  $1.00 par value               5,000 shares             $104.12                 $520,600.00             $130.15
  ====================================================================================================================
  (1)  The maximum aggregate offering price for the shares of Cabletron Systems,
       Inc. common stock, $0.01 par value, and series C preferred stock, $1.00 par
       value, offered hereby is based on the weighted average per share exercise
       price (rounded to the nearest cent) of the options pursuant to which such
       shares may be issued.
  
                            Exhibit Index on page II-12;
                                 Page 1 of 15 pages
  --------------------------------------------------------------------------------
  2
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       Cabletron Systems, Inc. (the "Registrant" or the "Company") hereby
  incorporates the following documents herein by reference:
  
       (a)  Annual Report on Form 10-K for the fiscal year ended February 29, 2000
            filed with the Commission on May 30, 2000.
  
       (b)  Current Report on Form 8-K filed with the Commission on May 5, 2000,
            Quarterly Report on Form 10-Q for the fiscal quarter ended May 31,
            2000 and filed with the Commission on July 18, 2000, Current Report on
            Form 8-K filed with the Commission on September 11, 2000 and amended
            on September 29, 2000, Quarterly Report on Form 10-Q for the fiscal
            quarter ending on September 2, 2000 and filed with the Commission on
            October 18, 2000 and amended on January 16, 2001, and Quarterly Report
            on Form 10-Q for the fiscal quarter ending December 2, 2000 and filed
            with the Commission on January 16, 2001.
  
       (c)  Description of the Registrant's Common Stock contained in its
            registration statement on Form 8-A filed with the Commission under
            Section 12 of the Exchange Act on April 19, 1989, as amended by the
            description contained in the Registrant's Form 8 filed with the
            Commission on May 22, 1989.
  
  All documents subsequently filed by the Registrant or the Plan pursuant to
  Section 13(a), Section 13(c), Section 14 and Section 15(d) of the Exchange Act
  prior to the filing of a post-effective amendment to this Registration Statement
  that indicates that all securities offered have been sold or which deregisters
  all securities then remaining unsold, shall be deemed to be incorporated herein
  by reference from the date of filing of such documents.
  
  Item 4. DESCRIPTION OF SECURITIES.
  
       In addition to the shares of Common Stock being registered in this
  Registration Statement, the Company is also registering shares of Series C
  Preferred Stock, as described in detail below.
  
       DIVIDENDS. When the Series C Preferred Stock is issued, the holders of
  Series C Preferred Stock will be entitled to receive cash dividends that do not
  constitute extraordinary distributions to the same extent as holders of Common
  Stock. Each share of Series C Preferred Stock will be entitled to receive
  dividends at a rate per share equal to the product of the dividend declared on
  each share of Common Stock and the applicable conversion rate. The applicable
  conversion rate is currently 10, adjusted for stock splits, stock dividends,
  recapitalizations and other similar events. The applicable conversion rate will
  be adjusted in the manner described below in "-- Conversion Rights."
  
       The holders of Series C Preferred Stock will not be entitled to participate
  in any extraordinary distribution. An extraordinary distribution means any
  dividend or distribution, including any distribution of cash, stock or other
  securities or property, by way of dividend, spinoff, reclassification,
  recapitalization or similar corporate rearrangement, on the Common Stock other
  than:
  
       -    a stock split, stock dividend or similar transaction;
  
       -    an Enterasys spinoff;
  
       -    an Enterasys transaction;
  
       -    the payment of an ordinary cash dividend; or
  
                                        II-1
  3
  
       -    the purchase or repurchase by the Company of any shares of Common
            Stock.
  
       An Enterasys spinoff means the distribution, through a dividend, exchange,
  issuance or other similar transaction, of 51% or more of the common stock of
  Enterasys Networks, Inc. ("Enterasys"), a subsidiary of the Company, to the
  Company's stockholders. An Enterasys transaction means a sale, other
  disposition, consolidation, merger or reorganization of Enterasys, other than an
  Enterasys spinoff, after which the Company no longer controls Enterasys.
  
       CONVERSION RIGHTS. The Series C Preferred Stock will be convertible into
  Common Stock at the option of the holder at any time following the earliest to
  occur of:
  
       -    an Enterasys spinoff that occurs on or after the first anniversary of
            the date the Series C Preferred Stock is issued;
  
       -    an Enterasys transaction at any time; and
  
       -    the second anniversary of the date the Series C Preferred Stock is
            issued.
  
       If the Company establishes a record date for an Enterasys spinoff before
  the first anniversary of the date the Series C Preferred Stock is issued, and
  that spinoff is to be completed before the first anniversary, then the Series C
  Preferred Stock will be convertible into Common Stock at the option of the
  holder immediately before the Enterasys spinoff. The Company may never conduct
  an Enterasys spinoff or an Enterasys transaction. It is possible that holders of
  Series C Preferred Stock will not be able to convert their shares of Series C
  Preferred Stock until the second anniversary of the date the Series C Preferred
  Stock is issued.
  
       A holder of Series C Preferred Stock that elects to convert its shares of
  Series C Preferred Stock into Common Stock will receive the number of shares of
  Common Stock equal to the number of shares of Series C Preferred Stock held by
  that holder multiplied by the applicable conversion rate.
  
       THE APPLICABLE CONVERSION RATE. The applicable conversion rate will
  initially be 10. The applicable conversion rate will be adjusted for a number of
  circumstances as discussed below. Other than adjustments to the applicable
  conversion rate for events such as stock splits, stock dividends and
  combinations discussed under "--Adjustments to the Applicable Conversion
  Rate--Stock Dividends, Stock Splits, Combinations," the applicable conversion
  rate will never be adjusted to exceed 65. The applicable conversion rate will
  usually be determined based on the value of the stock of Cabletron's subsidiary,
  Enterasys. The value will be determined in the manner described below.
  
       ADJUSTMENTS TO THE APPLICABLE CONVERSION RATE--STOCK DIVIDENDS, STOCK
  SPLITS, COMBINATIONS. If there is:
  
       -    a subdivision of the outstanding shares of Common Stock into a greater
            number of shares of Common Stock, such as through a stock split, stock
            dividend or recapitalization; or
  
       -    a combination of the outstanding shares of Common Stock into a smaller
            number of shares of Common Stock, such as through a reverse stock
            split,
  
  then the applicable conversion rate will be adjusted to reflect the stock
  dividend, stock split or recapitalization.
  
       ENTERASYS SPINOFF WITHIN ONE YEAR OF THE DATE OF ISSUANCE OF THE SERIES C
  PREFERRED STOCK. If the Company establishes a record date for an Enterasys
  spinoff before the first anniversary of the date the Series C Preferred Stock is
  issued, and that spinoff is to be completed before the first anniversary, then
  the Series C Preferred Stock will be convertible into Common Stock at the option
  of the holder immediately before the Enterasys spinoff. The applicable
  conversion rate will be permanently adjusted to equal the quotient obtained from
  the following formula:
  
                                        II-2
  4
  
                  applicable conversion rate     =     E X P(E)
                                                    -------------
                                                    50,000 x P(C)
  
  In this formula:
  
       -    E is equal to the number of Enterasys shares equal to 1% of the
            fully-diluted stock of Enterasys, determined as of the day the merger
            closes, adjusted for stock splits, stock dividends, recapitalizations,
            extraordinary distributions and other similar events affecting the
            stock of Enterasys;
  
       -    P(E) is the market price of the Enterasys stock, determined as of the
            close of business on the applicable record date; and
  
       -    P(C) is the market price of Common Stock as of the close of business
            on that record date.
  
       For an Enterasys spinoff, the market price of Enterasys stock will usually
  be equal to the last sale price of the stock on the national securities exchange
  or automated quotation system on which it is traded on the applicable trading
  day. For an Enterasys transaction, the market price of Enterasys stock will
  usually be the price at which Enterasys stock is sold in the Enterasys
  transaction. Generally, the market price of the Common Stock will be equal to
  the last sale price of the stock on the New York Stock Exchange on the
  applicable trading day.
  
       ENTERASYS SPINOFF OR ENTERASYS TRANSACTION WITHIN TWO YEARS OF THE DATE OF
  ISSUANCE OF THE SERIES C PREFERRED STOCK. If the Company conducts an Enterasys
  spinoff after the first anniversary of the date the Series C Preferred Stock is
  issued and before the second anniversary of that date, or if the Company
  conducts an Enterasys transaction before the second anniversary of the date the
  Series C Preferred Stock is issued, then the Series C Preferred Stock will be
  convertible into Common Stock at the option of the holder after the earlier to
  occur of that event. After that event, the applicable conversion rate will be
  permanently adjusted to equal the quotient obtained from the following formula:
  
                  applicable conversion rate     =  .9 X E X P(E)
                                                    -------------
                                                    50,000 x P(C)
  
  In this formula:
  
       -    E is equal to the number of Enterasys shares equal to 1% of the
            fully-diluted stock of Enterasys, determined as of the day the merger
            closes, adjusted for stock splits, stock dividends, recapitalizations,
            extraordinary distributions and other similar events affecting the
            stock of Enterasys;
  
       -    P(E) is the market price of the Enterasys stock distributed in the
            Enterasys spinoff or the Enterasys transaction determined as of the
            close of business on the first trading day after the Enterasys spinoff
            or Enterasys transaction; and
  
       -    P(C) is the market price of Common Stock as of the close of business
            on that trading day.
  
       For an Enterasys spinoff, the market price of Enterasys stock will usually
  be equal to the last sale price of the stock on the national securities exchange
  or automated quotation system on which it is traded on the applicable trading
  day. For an Enterasys transaction, the market price of Enterasys stock will
  usually be the price at which Enterasys stock is sold in the Enterasys
  transaction. The market price of the Common Stock will be equal to the last sale
  price of the stock on the New York Stock Exchange on the applicable trading day.
  
       NO ENTERASYS SPINOFF OR ENTERASYS TRANSACTION WITHIN TWO YEARS OF THE DATE
  OF ISSUANCE OF THE SERIES C PREFERRED STOCK. If the Company does not conduct
  either an Enterasys spinoff or an Enterasys transaction before the second
  anniversary of the date the Series C Preferred Stock is issued, then the Series
  C Preferred Stock will be
  
                                        II-3
  5
  
  convertible into Common Stock at the option of the holder immediately after the
  second anniversary of the date the Series C Preferred Stock is issued. After
  this second anniversary, the applicable conversion rate will be permanently
  adjusted to equal the quotient obtained from the following formula:
  
                    applicable conversion rate =       E X P(E)
                                                    -------------
                                                    50,000 x P(C)
  
  In this formula:
  
       -    E is equal to the number of Enterasys shares equal to 1% of the
            fully-diluted stock of Enterasys, determined as of the day the merger
            closes, adjusted for stock splits, stock dividends, recapitalizations,
            extraordinary distributions and other similar events affecting the
            stock of Enterasys;
  
       -    P(E) is the market price of the Enterasys stock, determined as of the
            second anniversary of the date the Series C Preferred Stock is issued;
            and
  
       -    P(C) is the market price of Common Stock as of the close of business
            on that day.
  
       The Company's board of directors will determine the market price of
  Enterasys stock. If the holders of a majority of the outstanding shares of
  Series C Preferred Stock object to the determination by the Company's board,
  then the Company will hire an investment banking firm to conduct an appraisal of
  the fair value of Enterasys stock. The market price of the Common Stock will
  usually be equal to the last sale price of the stock on the New York Stock
  Exchange on the second anniversary of the date the Series C Preferred Stock is
  issued.
  
       CORPORATE CHANGE. Before any corporate change, the Company will make sure
  that each holder of Series C Preferred Stock will receive, upon conversion of
  the holder's preferred stock into Common Stock, the stock, securities or assets
  that the holder would have been entitled to receive in the corporate change if
  that holder had converted its preferred stock into Common Stock before the
  record date for the corporate change. The Company will not engage in any
  corporate change unless, before the corporate change, the successor corporation
  or the purchasing corporation assumes in writing the obligation to deliver to
  each holder of Series C Preferred Stock, the shares of stock, securities or
  assets that the holder is entitled to receive as described above. For purposes
  of the Series C Preferred Stock, a corporate change shall mean any capital
  reorganization, reclassification, consolidation, merger or sale of all of
  substantially all of the Company's assets to another person which is completed
  in a way that holders of Common Stock are entitled to receive, either directly
  or upon the Company's subsequent liquidation, securities or assets in exchange
  for Common Stock.
  
       CORPORATE CHANGE BEFORE ENTERASYS SPINOFF, ENTERASYS TRANSACTION OR THE
  SECOND ANNIVERSARY OF THE DATE OF ISSUANCE OF THE SERIES C PREFERRED STOCK. If a
  corporate change were to occur before the first to occur of an Enterasys
  spinoff, an Enterasys transaction and the second anniversary of the date the
  Series C Preferred Stock is issued, then the applicable conversion rate will be
  adjusted to equal the greater of:
  
       -    10, adjusted for stock splits, stock dividends and combinations, as
            described above under "--Adjustments to the Applicable Conversion Rate
            - Stock Dividends, Stock Splits, Combinations;" and
  
       -    the quotient obtained from the following formula:
  
                    applicable conversion rate =       E X P(E)
                                                    -------------
                                                    50,000 x P(C)
  
       In this formula:
  
       -    E is equal to the number of Enterasys shares equal to 1% of the
            fully-diluted stock of Enterasys, determined as of the day the merger
            closes, adjusted for stock splits, stock dividends, recapitalizations,
            extraordinary distributions and other similar events affecting the
            stock of Enterasys;
  
                                        II-4
  6
  
       -    P(E) is the market price of the Enterasys stock, determined as of the
            effective date of the corporate change; and
  
       -    P(C) is the market price of Common Stock as of the close of business
            on that day.
  
       The Company's board of directors will determine the market price of
  Enterasys stock. If the holders of a majority of the outstanding shares of
  Series C Preferred Stock object to the determination by the Company's board,
  then the Company will hire an investment banking firm to conduct an appraisal of
  the fair value of Enterasys stock. The market price of the Common Stock will
  usually be equal to the price at which Common Stock is sold in the corporate
  change.
  
       CORPORATE CHANGE AFTER AN ENTERASYS SPINOFF, ENTERASYS TRANSACTION OR THE
  SECOND ANNIVERSARY OF THE DATE OF ISSUANCE OF THE SERIES C PREFERRED STOCK. If a
  corporate change were to occur after the first to occur of an Enterasys spinoff,
  an Enterasys transaction and the second anniversary of the date the Series C
  Preferred Stock is issued, then the applicable conversion rate will be adjusted
  in the manner described above under "-- Enterasys spinoff or Enterasys
  transaction within Two Years of the Date of Issuance of the Series C Preferred
  Stock" or "--No Enterasys Spinoff or Enterasys Transaction within Two Years of
  the Date of Issuance of the Series C Preferred Stock."
  
       CONVERSION PROCEDURE. The Company will give each holder of Series C
  Preferred Stock at least 30 days notice of the Company's intention to either
  conduct an Enterasys spinoff or an Enterasys transaction. The Company's notice
  will also advise each holder of Series C Preferred Stock of its conversion
  rights for its Series C Preferred Stock. Each holder of Series C Preferred Stock
  will have 15 days from the date of the notice to deliver a written notice to the
  escrow agent advising the escrow agent of its intention to require or not
  require the Company to convert all, but not less than all, of the shares of
  Series C Preferred Stock held by that holder. Each holder of Series C Preferred
  Stock wishing to exercise its conversion right must surrender the certificate or
  certificates representing the shares being converted with this written notice,
  unless they are being held by the escrow agent at the time. Each conversion of
  Series C Preferred Stock will be considered to have been completed as of the
  close of business on the effective date of the conversion as specified in the
  conversion notice, except that this date cannot be earlier than the date the
  Company or the Company's agent receives the conversion notice. If the conversion
  notice does not specify a date, then the conversion date will be considered to
  be the date on which the Company or the Company's agent receives the conversion
  notice. On the conversion date, the holder's rights as a holder of Series C
  Preferred Stock will cease and the holder will subsequently have the rights of a
  holder of Common Stock.
  
       Promptly after the conversion date the Company will deliver to the
  converting holder at the address provided in the conversion notice:
  
       -    a certificate or certificates representing the number of shares of
            Common Stock issued upon conversion, in the same name or names as the
            certificates representing the converted shares or in any other name or
            names as the converting holder tells the Company, subject to legal,
            contractual or other restrictions on transfer, and in the denomination
            or denominations that the converting holder tells the Company;
  
       -    a check for cash for any fractional interest in a share of Common
            Stock as discussed below; and
  
       -    a certificate representing any shares of Series C Preferred Stock that
            were represented by the certificate or certificates delivered to the
            Company as part of the conversion but that were not converted.
  
       If the Company is to issue certificates for shares of Common Stock upon the
  conversion of Series C Preferred Stock in the name of the holder of the Series C
  Preferred Stock, the Company will do so without charging the holder any issuance
  tax. If the Company is to issue certificates for shares of Common Stock upon
  conversion of Series C Preferred Stock in any other name, the Company will not
  issue any certificates until payment of any applicable transfer tax has been
  made by the holder.
  
                                        II-5
  7
  
       The Company will not issue any fractional shares or scrip representing
  fractions of shares of Common Stock upon conversion of any shares of Series C
  Preferred Stock. If a holder of a Series C Preferred Stock makes a conversion
  that results in the holder's having a fractional interest in a share of Common
  Stock, the Company will pay to the holder of those shares a cash amount based on
  the current market price of the Common Stock on the trading day immediately
  before the conversion, instead of issuing a fractional share of Common Stock.
  
       REDEMPTION. Each holder of Series C Preferred Stock will have the right to
  require the Company to redeem all, but not less than all, of that holder's
  shares of Series C Preferred Stock immediately before the occurrence of the
  first to occur of:
  
       -    an Enterasys spinoff after the first anniversary of the date of
            issuance of the Series C Preferred Stock and before the second
            anniversary of the date of issuance of the Series C Preferred Stock;
            and
  
       -    an Enterasys transaction.
  
       If a holder of a Series C Preferred Stock requests redemption of its shares
  in an Enterasys spinoff, the Company will pay the redemption price at the
  beginning of the spinoff. The redemption price that the Company will pay for
  each share of Series C Preferred Stock will be paid in shares of Enterasys stock
  and will be equal to the number of Enterasys shares equal to 1% of the
  fully-diluted stock of Enterasys, determined as of the day the merger closes,
  adjusted for stock splits, stock dividends, recapitalizations, extraordinary
  distributions and other similar events affecting the stock of Enterasys, divided
  by 50,000.
  
       If a holder of Series C Preferred Stock seeks to redeem its shares in an
  Enterasys transaction, the Company will pay the redemption price on an after-tax
  basis immediately after the Enterasys transaction. The redemption price that the
  Company will pay for each share of Series C Preferred Stock will be paid in
  securities or assets of the surviving corporation immediately after the
  Enterasys transaction. The redemption price will be equal in value, on an
  after-tax basis, to the number of Enterasys shares equal to 1% of the
  fully-diluted stock of Enterasys, determined as of the day the merger closes,
  adjusted for stock splits, stock dividends, recapitalizations, extraordinary
  distributions and other similar events affecting the stock of Enterasys, divided
  by 50,000.
  
       If the Company intends to conduct an Enterasys spinoff before the first
  anniversary of the date of issuance of the Series C Preferred Stock, holders of
  Series C Preferred Stock will not be able to redeem their shares of Series C
  Preferred Stock as part of the spinoff. They will be able to convert their
  shares into Common Stock before the spinoff. If the Company conducts an
  Enterasys transaction before the first anniversary of the date of issuance of
  the Series C Preferred Stock, holders of Series C Preferred Stock will be able
  to redeem their shares of Series C Preferred Stock in that transaction. The
  Company may never conduct an Enterasys spinoff. It is possible that holders of
  the Series C Preferred Stock will not be able to exercise the redemption right
  described above.
  
       The redemption rights for the Series C Preferred Stock will terminate
  immediately after the first to occur of:
  
       -    an Enterasys spinoff;
  
       -    an Enterasys transaction; and
  
       -    the second anniversary of the date of issuance of the Series C
            Preferred Stock.
  
       REDEMPTION PROCEDURES. The Company will give each holder of Series C
  Preferred Stock at least 30 days notice of its intention to either conduct an
  Enterasys spinoff or an Enterasys transaction. The Company's notice will also
  advise each holder of Series C Preferred Stock of its redemption rights. Each
  holder of Series C Preferred Stock will have 15 days from the date of the notice
  to deliver a written notice to the escrow agent advising the escrow agent of its
  intention to require or not require the Company to redeem all, but not less than
  all, of the Series C Preferred Stock held by that holder. If a holder of Series
  C Preferred Stock desires to redeem its shares in an Enterasys spinoff, the
  Company will be obligated on the redemption date to pay to that holder, upon the
  holder's surrender to the Company of the certificate or certificates
  representing the shares of Series C Preferred Stock to be
  
                                        II-6
  8
  
  redeemed, the full redemption price of the shares of Series C Preferred Stock in
  shares of Enterasys stock. If a holder of Series C Preferred Stock desires to
  redeem its shares in an Enterasys transaction, the Company will be obligated on
  the redemption date to pay to that holder, upon the holder's surrender to the
  Company of the certificate or certificate representing the shares of Series C
  Preferred Stock to be redeemed, the full redemption price of the shares of
  Series C Preferred Stock in the securities or assets of the surviving
  corporation after the Enterasys transaction.
  
       LIQUIDATION. Upon the Company's liquidation, dissolution or winding up, the
  holders of Series C Preferred Stock will be entitled to be paid in full a
  liquidation amount, determined as described below, after the distribution of any
  of the Company's assets to the holders of any other series or class of the
  Company's stock ranking senior to the Series C Preferred Stock in a liquidation,
  including the Company's series A and the Company's series B preferred stock.
  
       If the Company's liquidation, dissolution or winding up occurs before the
  first to occur of an Enterasys spinoff, an Enterasys transaction and the second
  anniversary of the date of issuance of the Series C Preferred Stock, then the
  liquidation amount will be equal to the greater of:
  
       -    $1.00;
  
       -    the amount a holder would be entitled to receive on a share of Series
            C Preferred Stock in the liquidation, dissolution or winding up if the
            holder converted that share into Common Stock immediately before the
            liquidation, dissolution or winding up is effective; and
  
       -    the amount a holder would be entitled to receive on a share of Series
            C Preferred Stock in the liquidation, dissolution or winding up if the
            holder converted that share into Common Stock immediately before the
            liquidation, dissolution or winding up is effective, but without
            taking into account any adjustment to the applicable conversion rate
            for an Enterasys spinoff or an Enterasys transaction.
  
       If the Company's liquidation, dissolution or winding up occurs after the
  first to occur of an Enterasys spinoff, an Enterasys transaction and the second
  anniversary of the date of issuance of Series C Preferred Stock, then the
  liquidation amount will be equal to the greater of:
  
       -    $1.00; and
  
       -    the amount a holder would be entitled to receive on a share of Series
            C Preferred Stock in the liquidation, dissolution or winding up if the
            holder converted that share into Common Stock immediately before the
            liquidation, dissolution or winding up is effective, including taking
            into account any adjustment to the applicable conversion rate for an
            Enterasys spinoff, an Enterasys transaction or following the second
            anniversary of the date of issuance of the Series C Preferred Stock.
  
       If, after distribution of any of the Company's assets to the holders of
  stock senior to the Series C Preferred Stock, the Company's assets are
  insufficient to pay the holders of Series C Preferred Stock and the holders of
  any stock ranking equally with the Series C Preferred Stock their full
  liquidation amounts, then the Company's remaining assets legally available for
  distribution will be distributed ratably among the holders of Series C Preferred
  Stock and the holders of any stock ranking equally with the Series C Preferred
  Stock. The holders of stock ranking junior to the Series C preferred stock,
  including the holders of Common Stock, will not be entitled to participate in
  the liquidation.
  
       VOTING RIGHTS. Except as required by law, the holders of Series C Preferred
  Stock will have voting rights and powers equal to the voting rights and powers
  of the holders of Common Stock. The holders of Series C Preferred Stock will
  vote with the holders of Common Stock and any other shares of the Company's
  stock which, by their terms, are entitled to vote with the Common Stock, as a
  single class. Each holder of Series C Preferred Stock will be entitled to the
  number of votes for each share of Series C Preferred Stock it holds equal to the
  product of the number of shares of Series C Preferred Stock held by the holder
  and the applicable conversion rate on the record
  
                                        II-7
  9
  
  date for holders entitled to participate in the vote. The holders of a majority
  of the then outstanding shares of Series C Preferred Stock must also approve any
  amendment or restatement of the Company's certificate of incorporation or of the
  certificate of designation for the Series C Preferred Stock that adversely
  affects the powers, preferences and rights of the Series C Preferred Stock.
  
       ESCROW AGREEMENT. The shares of Series C Preferred Stock will be held by
  State Street Bank and Trust Company, as escrow agent, and will be subject to the
  provisions of an escrow agreement between State Street Bank and Trust Company,
  the Company, and Stephen J. Ricci (as representative of the stockholders of
  Indus River Networks, Inc.). The shares of Series C Preferred Stock will be held
  in escrow only to facilitate any conversion or redemption of the Series C
  Preferred Stock occurring within 24 months of the date of issuance of the Series
  C Preferred Stock. The shares will remain in the escrow account until any
  conversion or redemption, after which the stockholders on whose behalf the
  shares are being held will receive the shares of Common Stock issued upon the
  conversion of the Series C Preferred Stock or the shares of Enterasys common
  stock or any other securities issued upon the redemption of the Series C
  Preferred Stock. If no redemption or conversion occurs within 24 months of the
  date of issuance of the Series C Preferred Stock, the shares being held in
  escrow will be distributed by the escrow agent to the stockholders on whose
  behalf the shares are being held on or before the 30-month anniversary of the
  date of issuance of the Series C Preferred Stock. The escrow agreement provides
  that the shares of Series C Preferred Stock may not be transferred except under
  the laws of descent and distribution or to the partners or equity holders of any
  stockholder which is an entity.
  
  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, as amended, provides
  that a corporation may indemnify any person who was or is a party or is
  threatened to be made a party to any threatened, pending or completed action,
  suit or proceeding, whether civil, criminal or investigative (other than an
  action by or in the right of the corporation) by reason of the fact that he is
  or was a director, officer, employee or agent of the corporation, or is or was
  serving at the request of the corporation as a director, officer, employee or
  agent of another corporation, partnership, joint venture, trust or other
  enterprise, against expenses (including attorneys' fees), judgments, fines and
  amounts paid in settlement actually and reasonably incurred by him in connection
  with such action, suit or proceeding if he acted in good faith and in a manner
  he reasonably believed to be in or not opposed to the best interests of the
  corporation, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful. Section 145 further
  provides that a corporation similarly may indemnify any such person serving in
  any such capacity who was or is a party or is threatened to be made a party to
  any threatened, pending or completed action or suit by or in the right of the
  corporation to procure a judgment in its favor, against expenses actually and
  reasonably incurred in connection with the defense or settlement of such action
  or suit if he acted in good faith and in a manner he reasonably believed to be
  in or not opposed to the best interest of the corporation and except that no
  indemnification shall be made in respect of any claim, issue or matter as to
  which such person shall have been adjudged to be liable to the corporation
  unless and only to the extent that the Delaware Court of Chancery or such other
  court in which such action or suit was brought shall determine upon application
  that, despite the adjudication of liability but in view of all the circumstances
  of the case, such person is fairly and reasonably entitled to indemnity for such
  expenses which the Court of Chancery or such other court shall deem proper.
  
       Section 102(b)(7) of the Delaware General Corporation Law, as amended,
  permits a corporation to include in its certificate of incorporation a provision
  eliminating or limiting the personal liability of a director to the corporation
  or its stockholders for monetary damages for breach of fiduciary duty as a
  director, provided that such provision shall not eliminate or limit the
  liability of a director (i) for any breach of the director's duty of loyalty to
  the corporation or its stockholders, (ii) for acts or omissions not in good
  faith or which involve intentional misconduct or a knowing violation of law,
  (iii) under Section 174 of the Delaware General Corporation Law (relating to
  unlawful payment of dividends and unlawful stock purchase and redemption), or
  (iv) for any transaction from which the director derived an improper personal
  benefit.
  
                                        II-8
  10
  
       The Registrant's Restated Certificate of Incorporation, as amended,
  provides that the Company's Directors shall not be liable to the Registrant or
  its stockholders for monetary damages for breach of fiduciary duty as a
  director, except to the extent that exculpation from liabilities is not
  permitted under the Delaware General Corporation Law as in effect at the time
  such liability is determined. The Restated Certificate of Incorporation, as
  amended, further provides that the Registrant shall indemnify its directors and
  officers to the full extent permitted by the law of the State of Delaware.
  
  Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  Item 8. EXHIBITS.
  
       Exhibit
  
        4.1  Indus River Networks, Inc. Stock Incentive Program.
  
        4.2  Form of Stock Option Assumption Agreement.
  
        5.1  Opinion of Ropes & Gray.
  
       23.1  Consent of KPMG LLP.
  
       23.2  Consent of Ropes & Gray (See Exhibit 5.1).
  
       24.1  Power of Attorney (See Signature Page).
  
  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 Securities Act
       of 1933, (ii) to reflect in the prospectus any facts or events arising
       after the effective date of the 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 the
       registration statement, and (iii) to include any material information with
       respect to the plan of distribution not previously disclosed in the
       registration statement or any material change to such information in the
       registration statement; provided, however, that paragraphs (a)(1)(i) and
       (a)(1)(ii) do 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 Securities Exchange Act of 1934 that are incorporated by reference in
       the registration statement;
  
            (2) that, for the purpose of determining any liability under the
       Securities Act of 1933, each such post-effective amendment shall be deemed
       to be a new registration statement relating to the securities offered
       herein, 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 offering.
  
       (b) The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 that is incorporated by reference in the
  registration statement shall be deemed to be
  
                                        II-9
  11
  
  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 Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
  such issue.
  
                                       II-10
  12
  
                                     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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Rochester, the State of New Hampshire, on this
  31st day of January, 2001.
  
                                          CABLETRON SYSTEMS, INC.
  
                                          By:    /s/ Piyush Patel
                                              -------------------------
                                              Name:  Piyush Patel
                                              Title: President, Chief Executive
                                                     Officer, and Chairman
  
                                  POWER OF ATTORNEY
  
       Pursuant to the requirement of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated. Each person whose signature appears below
  hereby constitutes and appoints each of Piyush Patel and David J. Kirkpatrick,
  each with full power of substitution, his true and lawful attorney-in-fact and
  agent with full power to him to sign for him and in his name in the capacities
  indicated below any and all amendments (including post-effective amendments) to
  this Registration Statement and to file the same, with exhibits thereto, and
  other documents in connection therewith, and he hereby ratifies and confirms his
  signature as it may be signed by said attorney to any and all such amendments.
  SIGNATURE                                      CAPACITY                                  DATE
             ---------                                      --------                                  ----
  /s/ Piyush Patel                   President, Chief Executive Officer, and Chairman        January 31, 2001
  ---------------------------------
           Piyush Patel
  
     /s/ David J. Kirkpatrick             Corporate Executive Vice President of Finance         January 31, 2001
  ---------------------------------     and Chief Financial Officer (Principal Financial
       David J. Kirkpatrick                 Officer and Principal Accounting Officer)
  
       /s/ Craig R. Benson                                  Director                            January 31, 2001
  ---------------------------------
          Craig R. Benson
  
        /s/ Paul R. Duncan                                  Director                            January 31, 2001
  ---------------------------------
          Paul R. Duncan
  
     /s/ Donald F. McGuinness                               Director                            January 31, 2001
  ---------------------------------
       Donald F. McGuinness
  
       /s/ Michael D. Myerow                         Secretary and Director                     January 31, 2001
  ---------------------------------
         Michael D. Myerow
  II-11
  13
  
                                    EXHIBIT INDEX
  Number                     Title of Exhibit
      ------                     ----------------
  4.1                      Indus  River  Networks, Inc. Stock
                                 Incentive Program.
  
        4.2                      Form of Stock Option Assumption
                                 Agreement.
  
        5.1                      Opinion of Ropes & Gray.
  
       23.1                      Consent of KPMG LLP.
  
       23.2                      Consent of Ropes & Gray (See Exhibit 5.1).
  
       24.1                      Power of Attorney (See Signature Page).
  II-12