content: <PAGE>
  
        As filed with the Securities and Exchange Commission on June 3, 2002
  
                                                        Registration No. 333-_____
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                             SILVERSTREAM SOFTWARE, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
            DELAWARE                                           04-3318325
  (State or Other Jurisdiction of                          (I.R.S.  Employer
  Incorporation or Organization)                           Identification No.)
  
     2 FEDERAL STREET, BILLERICA, MA                             01821
  (Address of Principal Executive Offices)                     (Zip Code)
  
                                AMENDED AND RESTATED
                              1997 STOCK INCENTIVE PLAN
                                AMENDED AND RESTATED
                          1999 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plan)
  
                                  DAVID A. LITWACK
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             SILVERSTREAM SOFTWARE, INC.
                        2 FEDERAL STREET, BILLERICA, MA 01821
                       (Name and Address of Agent For Service)
                                   (978) 262-3000
            (Telephone Number, Including Area Code, of Agent For Service)
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  
  ====================================================================================================================
  Title of Securities                               Proposed Maximum       Proposed Maximum
  to be  Registered           Amount to be         Offering Price Per     Aggregate Offering          Amount of
                             Registered(1)                Share                  Price            Registration Fee
  --------------------------------------------------------------------------------------------------------------------
  <S>                      <C>                          <C>                  <C>                        <C>
  Common Stock,
  $0.001 par value        1,120,000 shares(2)           $4.91(3)             $5,499,200(3)             $505.93
  per share
  ====================================================================================================================
  </TABLE>
  
  (1)      In accordance with Rule 416 under the Securities Act of 1933, as
           amended, this registration statement shall be deemed to cover any
           additional securities that may from time to time be offered or issued
           to prevent dilution resulting from stock splits, stock dividends or
           similar transactions.
  
  (2)      Consists of (i) 900,000 shares issuable under the Amended and Restated
           1997 Stock Incentive Plan, and (ii) 220,000 shares issuable under the
           Amended and Restated 1999 Employee Stock Purchase Plan.
  
  (3)      Estimated solely for the purpose of calculating the registration fee
           pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
           amended, and based upon the average of the high and low prices of the
           Registrant's Common Stock as reported on the Nasdaq National Market on
           May 30, 2002.
  
  <PAGE>
  
  
                       STATEMENT OF INCORPORATION BY REFERENCE
  
           Except as otherwise set forth below, this Registration Statement on
  Form S-8 incorporates by reference the contents of the Registration Statements
  on Form S-8, File numbers 333-85829, 333-37610 and 333-67848, relating to the
  Registrant's Amended and Restated 1997 Stock Incentive Plan and Registration
  Statement on Form S-8, File number 333-85829, relating to the Registrant's
  Amended and Restated 1999 Employee Stock Purchase Plan.
  
  
                                       - 1 -
  <PAGE>
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Billerica, Commonwealth of Massachusetts, on this
  31st day of May, 2002.
  
                                         SILVERSTREAM SOFTWARE, INC.
  
                                         By: /s/ David A. Litwack
                                             -------------------------------------
                                             David A. Litwack
                                             President and Chief Executive Officer
  
  
                          POWER OF ATTORNEY AND SIGNATURES
  
           We, the undersigned officers and directors of SilverStream Software,
  Inc., hereby severally constitute and appoint David A. Litwack and Craig A.
  Dynes, and each of them singly, our true and lawful attorneys with full power to
  them, and each of them singly, to sign for us and in our names in the capacities
  indicated below, the registration statement on Form S-8 filed herewith and any
  and all subsequent amendments to said registration statement, and generally to
  do all such things in our names and on our behalf in our capacities as officers
  and directors to enable SilverStream Software, Inc. to comply with the
  provisions of the Securities Act of 1933, as amended, and all requirements of
  the Securities and Exchange Commission, hereby ratifying and confirming our
  signatures as they may be signed by our said attorneys, or any of them, to said
  registration statement and any and all amendments thereto.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
  
               SIGNATURE                              TITLE                                DATE
               ---------                              -----                                ----
  <S>                                   <C>                                            <C>
  /s/ David R. Skok                     Chairman of the Board of Directors             May 31, 2002
  -------------------------------
  David R. Skok
  
  
  /s/ David A. Litwack                  President and Chief Executive                  May 31, 2002
  -------------------------------       Officer (Principal executive
  David A. Litwack                      officer)
  
  
  /s/ Craig A. Dynes                    Vice President, Chief Financial                May 31, 2002
  -------------------------------       Officer, Treasurer and Secretary
  Craig A. Dynes                        (Principal financial and
                                        accounting officer)
  </TABLE>
  
  
                                       - 2 -
  <PAGE>
  <TABLE>
  <CAPTION>
  
  <S>                                   <C>                                            <C>
  /s/ Timothy Barrows                   Director                                       May 31, 2002
  -------------------------------
  Timothy Barrows
  
  
  
  /s/ Richard A. D'Amore                Director                                       May 31, 2002
  -------------------------------
  Richard A. D'Amore
  
  
  
  /s/ Paul J. Severino                  Director                                       May 31, 2002
  -------------------------------
  Paul J. Severino
  </Table>
  
                                       - 3 -
  <PAGE>
  
  
                                  INDEX TO EXHIBITS
  
  
  NUMBER        DESCRIPTION
  ------        -----------
  4.1(1)        Second Amended and Restated Certificate of Incorporation of the
                Registrant
  
  4.2(2)        Second Amended and Restated By-Laws of the Registrant
  
  5.1           Opinion of Hale and Dorr LLP, counsel to the Registrant
  
  23.1          Consent of Hale and Dorr LLP (included in Exhibit 5.1)
  
  23.2          Consent of Ernst & Young LLP
  
  24.1          Power of attorney (included on the signature pages of this
                registration statement)
  
  ------------
  
  (1)      Previously filed with the Securities and Exchange Commission as an
           Exhibit to the Registrant's Registration Statement on Form S-1, as
           amended (File No. 333-94103) and incorporated herein by reference.
  
  (2)      Previously filed with the Securities and Exchange Commission as an
           Exhibit to the Registrant's Quarterly Report on Form 10-Q for the
           quarter ended June 30, 2001, filed on August 13, 2001 (File No.
           000-26981) and incorporated herein by reference.
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b43248sssv8.txt", "description": "SILVERSTREAM SOFTWARE, INC.", "secsgml_size_bytes": 8834}]
metadata_filer: {"company-data": {"conformed-name": "SILVERSTREAM SOFTWARE INC", "cik": "0001042282", "assigned-sic": "7373", "irs-number": "043318325", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89638", "film-number": "02668611"}, "business-address": {"street1": "TWO FEDERAL ST", "city": "BILLERICA", "state": "MA", "zip": "01821", "phone": "9782623000"}, "mail-address": {"street1": "TWO FEDERAL ST", "city": "BILLERICA", "state": "MA", "zip": "01821"}}
text: As filed with the Securities and Exchange Commission on June 3, 2002
  
                                                        Registration No. 333-_____
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                             SILVERSTREAM SOFTWARE, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
            DELAWARE                                           04-3318325
  (State or Other Jurisdiction of                          (I.R.S.  Employer
  Incorporation or Organization)                           Identification No.)
  
     2 FEDERAL STREET, BILLERICA, MA                             01821
  (Address of Principal Executive Offices)                     (Zip Code)
  
                                AMENDED AND RESTATED
                              1997 STOCK INCENTIVE PLAN
                                AMENDED AND RESTATED
                          1999 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plan)
  
                                  DAVID A. LITWACK
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             SILVERSTREAM SOFTWARE, INC.
                        2 FEDERAL STREET, BILLERICA, MA 01821
                       (Name and Address of Agent For Service)
                                   (978) 262-3000
            (Telephone Number, Including Area Code, of Agent For Service)
  
                           CALCULATION OF REGISTRATION FEE
  ====================================================================================================================
  Title of Securities                               Proposed Maximum       Proposed Maximum
  to be  Registered           Amount to be         Offering Price Per     Aggregate Offering          Amount of
                             Registered(1)                Share                  Price            Registration Fee
  --------------------------------------------------------------------------------------------------------------------
  Common Stock,
  $0.001 par value        1,120,000 shares(2)           $4.91(3)             $5,499,200(3)             $505.93
  per share
  ====================================================================================================================
  (1)      In accordance with Rule 416 under the Securities Act of 1933, as
           amended, this registration statement shall be deemed to cover any
           additional securities that may from time to time be offered or issued
           to prevent dilution resulting from stock splits, stock dividends or
           similar transactions.
  
  (2)      Consists of (i) 900,000 shares issuable under the Amended and Restated
           1997 Stock Incentive Plan, and (ii) 220,000 shares issuable under the
           Amended and Restated 1999 Employee Stock Purchase Plan.
  
  (3)      Estimated solely for the purpose of calculating the registration fee
           pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
           amended, and based upon the average of the high and low prices of the
           Registrant's Common Stock as reported on the Nasdaq National Market on
           May 30, 2002.
  STATEMENT OF INCORPORATION BY REFERENCE
  
           Except as otherwise set forth below, this Registration Statement on
  Form S-8 incorporates by reference the contents of the Registration Statements
  on Form S-8, File numbers 333-85829, 333-37610 and 333-67848, relating to the
  Registrant's Amended and Restated 1997 Stock Incentive Plan and Registration
  Statement on Form S-8, File number 333-85829, relating to the Registrant's
  Amended and Restated 1999 Employee Stock Purchase Plan.
  
                                       - 1 -
  SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Billerica, Commonwealth of Massachusetts, on this
  31st day of May, 2002.
  
                                         SILVERSTREAM SOFTWARE, INC.
  
                                         By: /s/ David A. Litwack
                                             -------------------------------------
                                             David A. Litwack
                                             President and Chief Executive Officer
  
                          POWER OF ATTORNEY AND SIGNATURES
  
           We, the undersigned officers and directors of SilverStream Software,
  Inc., hereby severally constitute and appoint David A. Litwack and Craig A.
  Dynes, and each of them singly, our true and lawful attorneys with full power to
  them, and each of them singly, to sign for us and in our names in the capacities
  indicated below, the registration statement on Form S-8 filed herewith and any
  and all subsequent amendments to said registration statement, and generally to
  do all such things in our names and on our behalf in our capacities as officers
  and directors to enable SilverStream Software, Inc. to comply with the
  provisions of the Securities Act of 1933, as amended, and all requirements of
  the Securities and Exchange Commission, hereby ratifying and confirming our
  signatures as they may be signed by our said attorneys, or any of them, to said
  registration statement and any and all amendments thereto.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated.
  SIGNATURE                              TITLE                                DATE
               ---------                              -----                                ----
  /s/ David R. Skok                     Chairman of the Board of Directors             May 31, 2002
  -------------------------------
  David R. Skok
  
  /s/ David A. Litwack                  President and Chief Executive                  May 31, 2002
  -------------------------------       Officer (Principal executive
  David A. Litwack                      officer)
  
  /s/ Craig A. Dynes                    Vice President, Chief Financial                May 31, 2002
  -------------------------------       Officer, Treasurer and Secretary
  Craig A. Dynes                        (Principal financial and
                                        accounting officer)
  - 2 -
  /s/ Timothy Barrows                   Director                                       May 31, 2002
  -------------------------------
  Timothy Barrows
  
  /s/ Richard A. D'Amore                Director                                       May 31, 2002
  -------------------------------
  Richard A. D'Amore
  
  /s/ Paul J. Severino                  Director                                       May 31, 2002
  -------------------------------
  Paul J. Severino
  - 3 -
  INDEX TO EXHIBITS
  
  NUMBER        DESCRIPTION
  ------        -----------
  4.1(1)        Second Amended and Restated Certificate of Incorporation of the
                Registrant
  
  4.2(2)        Second Amended and Restated By-Laws of the Registrant
  
  5.1           Opinion of Hale and Dorr LLP, counsel to the Registrant
  
  23.1          Consent of Hale and Dorr LLP (included in Exhibit 5.1)
  
  23.2          Consent of Ernst & Young LLP
  
  24.1          Power of attorney (included on the signature pages of this
                registration statement)
  
  ------------
  
  (1)      Previously filed with the Securities and Exchange Commission as an
           Exhibit to the Registrant's Registration Statement on Form S-1, as
           amended (File No. 333-94103) and incorporated herein by reference.
  
  (2)      Previously filed with the Securities and Exchange Commission as an
           Exhibit to the Registrant's Quarterly Report on Form 10-Q for the
           quarter ended June 30, 2001, filed on August 13, 2001 (File No.
           000-26981) and incorporated herein by reference.