content: <PAGE>   1
  
        As filed with the Securities and Exchange Commission on July 20, 2001
  
                                                      Registration No. 333-_______
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                -------------------
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                  NETSILICON, INC.
               (Exact Name of Registrant as specified in its charter)
  
           MASSACHUSETTS                                  04-2826579
  (State or other jurisdiction of            (I.R.S. Employer Identification No.)
   incorporation or organization)
  
                                -------------------
  
                          411 WAVERLEY OAKS ROAD, BLDG. 227
                                  WALTHAM, MA 02452
                                   (781) 647-1234
                 (Address of Principal Executive Offices) (Zip Code)
  
                                -------------------
  
                                  NETSILICON, INC.
                        2001 STOCK OPTION AND INCENTIVE PLAN
                              (Full title of the plan)
  
                                -------------------
  
                              CORNELIUS PETERSON, VIII
                        CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                                  NETSILICON, INC.
                          411 WAVERLEY OAKS ROAD, SUITE 227
                                  WALTHAM, MA 02452
                 (Name and Address of Agent for Service of Process)
  
                                   (781) 647-1234
            (Telephone Number, Including Area Code, of Agent For Service)
  
                                -------------------
  
                                      Copy to:
  
                             EDWIN L. MILLER, JR., ESQ.
                           TESTA, HURWITZ & THIBEAULT, LLP
                                   125 HIGH STREET
                             BOSTON, MASSACHUSETTS 02110
                                   (617) 248-7000
  
  ================================================================================
  
  
  <PAGE>   2
  
  <TABLE>
  <CAPTION>
  
                           CALCULATION OF REGISTRATION FEE
  
  ======================================================================================================================
  
                                                                          Proposed
                                                                          Maximum       Proposed
                                                                          Offering      Maximum              Amount of
  Title of Securities                                  Amount to be      Price Per      Aggregate          Registration
  to be Registered                                      Registered          Share     Offering Price          Fee(3)
  -------------------                                  -------------     ---------    --------------        -------------
  <C>                                                    <C>               <C>          <C>                     <C>
  2001 Stock Option and Incentive Plan                   40,000           $5.08(1)     $203,200.00             $50.80
  COMMON STOCK (PAR VALUE $.01 PER SHARE)
                                                          3,000            4.95(1)       14,850.00               3.71
                                                          3,000            3.63(1)       10,890.00               2.72
                                                      1,954,000            3.92(2)    7,647,920.00           1,911.98
  Preferred Stock Purchase Rights(4)                         --              --                 --                 --
                                                      ---------                      -------------          ---------
                                                      2,000,000                      $7,876,860.00          $1,969.21
  
  </TABLE>
  
  (1)  Such shares are issuable upon exercise of outstanding options with fixed
       exercise prices. Pursuant to Rule 457(h), the aggregate offering price and
       the fee have been calculated upon the basis of the price at which such
       options may be exercised.
  
  (2)  These shares are not subject to outstanding options. The price of $3.92 per
       share, which is the average of the high and low prices reported on the
       Nasdaq National Market on July 13, 2001, is set forth solely for purposes
       of calculating the filing fee pursuant to Rule 457(c) and (h) and has been
       used for shares without a fixed exercise or purchase price.
  
  (3)  Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
       amended.
  
  
  (4)  Preferred Stock purchase rights will be distributed without charge with
       respect to each share of common stock of the Registrant registered hereby.
  
                                         2
  
  
  
  <PAGE>   3
  
  
                                       PART I
  
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  Item 1. PLAN INFORMATION.
  
           The documents containing the information specified in this Item 1 will
  be sent or given to employees as specified by Rule 428(b). In accordance with
  the rules and regulations of the Securities and Exchange Commission (the
  "Commission") and the instructions to Form S-8, such documents are not being
  filed with the Commission either as part of this Registration Statement or as
  prospectuses or prospectus supplements pursuant to Rule 424.
  
  Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           The documents containing the information specified in this Item 2 will
  be sent or given to employees as specified by Rule 428(b). In accordance with
  the rules and regulations of the Commission and the instructions to Form S-8,
  such documents are not being filed with the Commission either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed with the Commission are incorporated by
  reference in this Registration Statement:
  
  (a)      Registrant's Annual Report on Form 10-K for the year ended January 31,
           2001, as filed with the Commission pursuant to Section 13(a) or 15(d)
           of the Securities Exchange Act of 1934, as amended (the "Exchange
           Act");
  
  (b)      All other reports filed pursuant to Section 13(a) or 15(d) of the
           Exchange Act since the end of the fiscal year covered by the
           Registrant's document referred to in (a) above; and
  
  (c)      The section entitled "Description of Registrant's Securities to be
           Registered" contained in the Registrant's Registration Statement on
           Form 8-A (File No. 000-26761) filed on July 20, 1999 pursuant to
           Section 12(g) of the Exchange Act.
  
           All documents subsequently filed with the Commission by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered herein have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference in this Registration
  Statement and to be a part thereof from the date of filing of such documents.
  
  
                                         3
  <PAGE>   4
  
  
  
  Item 4.   DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Restated Articles of Organization, as amended, of the Company
  provide for indemnification of the Company's directors and officers unless such
  indemnification is prohibited by the Massachusetts Business Corporation Law. The
  Massachusetts Business Corporation Law generally permits indemnification of the
  Company's directors and officers for liabilities and expenses that they may
  incur in such capacities, except with respect to any matter that the indemnified
  person shall have been adjudicated in any proceeding not to have acted in good
  faith in the reasonable belief that his or her action was in the best interest
  of the Company. Reference is made to the Registrant's Restated Articles of
  Organization filed as Exhibit 3.1 to the Registrant's Registration Statement on
  Form S-1 (File No. 333-62231).
  
           The underwriting agreement, dated September 15, 1999, by and between
  the Registrant and the underwriters listed therein provides that the
  underwriters are obligated, under certain circumstances, to indemnify directors,
  officers and controlling persons of the Registrant against certain liabilities,
  including liabilities under the Securities Act. Reference is made to the Form of
  Underwriting Agreement filed as Exhibit 1.1 to the Registrant's Registration
  Statement on Form S-1 (File No. 333-62231).
  
           The Registrant has in effect a directors' and officers' insurance
  policy.
  
  Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  Item 8.  EXHIBITS.
  
  EXHIBIT NO.                          DESCRIPTION OF EXHIBIT
  -----------                          ----------------------
  4.1          Specimen Certificate for shares of the Registrant's Common Stock
               (filed as Exhibit 4 to the Registrant's Registration Statement on
               Form S-1 (File No. 333-62231) and incorporated herein by reference)
  
  4.2          Restated Articles of Organization, as amended (filed as Exhibit 3.1
               to the Registrant's Registration Statement on Form S-1 (File No.
               333-62231) and incorporated herein by reference)
  
  4.3          Amended and Restated By-Laws of the Registrant (filed as Exhibit
               3.2 to the Company's Quarterly Report on Form 10-Q filed on
               September 12, 2000, and incorporated herein by reference)
  
                                         4
  <PAGE>   5
  
  4.4          NetSilicon, Inc. 2001 Stock Option and Incentive Plan
  
  5.1          Opinion of Testa, Hurwitz & Thibeault, LLP
  
  23.1         Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
               5.1)
  
  23.2         Consent of BDO Seidman, LLP
  
  24.1         Power of Attorney (included as part of the signature page of this
               Registration Statement)
  
  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.
                             Notwithstanding the foregoing, any increase or
                             decrease in volume of securities offered (if the
                             total dollar value of securities offered would not
                             exceed that which was registered) and any deviation
                             from the low or high end of the estimated maximum
                             offering range may be reflected in the form of
                             prospectus filed with the Commission pursuant to Rule
                             424(b) if, in the aggregate, the changes in volume
                             and price represent no more than a 20 percent change
                             in the maximum aggregate offering price set forth in
                             the "Calculation of Registration Fee" table in the
                             effective registration statement;
  
                             (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 registration statement
                             is on Form S-3, Form S-8 or Form F-3, and the
                             information required to be included in a
                             post-effective amendment by those paragraphs is
                             contained in periodic reports filed with or furnished
                             to the Commission 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.
  
                                         5
  <PAGE>   6
  
                    (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 therein, and the offering of such
                    securities at that time shall be deemed to be the initial bona
                    fide offering thereof;
  
                    (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 (and, where applicable,
           each filing of an employee benefit plan's annual report pursuant to
           Section 15(d) of the Securities Exchange Act of 1934) that is
           incorporated by reference in the registration statement shall be deemed
           to be a new registration statement relating to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be the initial bona fide offering thereof.
  
           (c) Insofar as indemnification for liabilities arising under the
           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.
  
                                         6
  
  <PAGE>   7
                                     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 Waltham in the Commonwealth of Massachusetts, on this
  20th day of July, 2001.
  
                                        NetSilicon, Inc.
  
  
                                        By: /s/ Cornelius Peterson, VIII
                                            --------------------------------------
                                            Cornelius Peterson, VIII
                                            Chairman and Chief Executive Officer
  
  
                          POWER OF ATTORNEY AND SIGNATURES
  
           We, the undersigned officers and directors of NetSilicon, Inc., hereby
  severally constitute and appoint Cornelius Peterson, VIII and Daniel J.
  Sullivan, and each of them singly, our true and lawful attorneys, with full
  power to them and each of them singly, to sign for us in our names in the
  capacities indicated below, any amendments to this Registration Statement on
  Form S-8 (including post-effective amendments), and to file the same, with all
  exhibits thereto and other documents in connection therewith, with the
  Securities and Exchange Commission, and generally to do all things in our names
  and on our behalf in our capacities as officers and directors to enable
  NetSilicon, Inc., to comply with the provisions of the Securities Act of 1933,
  as amended, hereby ratifying and confirming our signatures as they may be signed
  by our said attorneys, or any of them, to said Registration Statement 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 date indicated.
  
  <TABLE>
  <CAPTION>
  
               SIGNATURE                                       TITLE                           DATE
               ---------                                       -----                           ----
  <S>                                    <C>                                              <C>
  /s/ Cornelius Peterson, VIII           Chairman, Chief Executive Officer and            July 20, 2001
  -------------------------------------  Director (Principal Executive Officer)
  Cornelius Peterson, VIII
  
  
  /s/ Daniel J. Sullivan                 Chief Financial Officer                          July 20, 2001
  -------------------------------------  (Principal Financial and Accounting Officer)
  Daniel J. Sullivan
  
  
  /s/ Michael K. Ballard                 Director                                         July 20, 2001
  -------------------------------------
  Michael K. Ballard
  
  
  /s/ Francis E. Girard                  Director                                         July 20, 2001
  -------------------------------------
  Francis E. Girard
  
  
  /s/ William Johnson                    Director                                         July 20, 2001
  -------------------------------------
  William Johnson
  
  
  /s/ Edward B. Roberts                  Director                                         July 20, 2001
  -------------------------------------
  Edward B. Roberts
  
  
  /s/ F. Grant Saviers                  Director                                          July 20, 2001
  -------------------------------------
  F. Grant Saviers
  </TABLE>
  
                                         7
  <PAGE>   8
  
                                  INDEX TO EXHIBITS
  
   EXHIBIT NO.                           DESCRIPTION OF EXHIBIT
   ----------                            ----------------------
      4.1          Specimen Certificate for shares of the Registrant's Common
                   Stock (filed as Exhibit 4 to the Registrant's Registration
                   Statement on Form S-1 (File No. 333-62231) and incorporated
                   herein by reference)
  
      4.2          Restated Articles of Organization, as amended (filed as
                   Exhibit 3.1 to the Registrant's Registration Statement on Form
                   S-1 (File No. 333-62231) and incorporated herein by reference)
  
      4.3          Amended and Restated By-Laws of the Registrant (filed as
                   Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q
                   filed on September 12, 2000, and incorporated herein by
                   reference)
  
      4.4          NetSilicon, Inc. 2001 Stock Option and Incentive Plan
  
      5.1          Opinion of Testa, Hurwitz & Thibeault, LLP
  
      23.1         Consent of Testa, Hurwitz & Thibeault, LLP (included in
                   Exhibit 5.1)
  
      23.2         Consent of BDO Seidman, LLP
  
      24.1         Power of Attorney (included as part of the signature page of
                   this Registration Statement)
  
  
                                         8
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metadata_filer: {"company-data": {"conformed-name": "NETSILICON INC", "cik": "0001068885", "assigned-sic": "3577", "irs-number": "042826579", "state-of-incorporation": "MA", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65572", "film-number": "1685545"}, "business-address": {"street1": "411 WAVERLY OAKS ROAD, SUITE 227", "city": "WALTHAM", "state": "MA", "zip": "02154", "phone": "7816471234"}, "mail-address": {"street1": "411WAVERLY OAKS ROAD", "street2": "SUITE 227", "city": "WALTHAM", "state": "MA", "zip": "02154"}}
text: 1
  
        As filed with the Securities and Exchange Commission on July 20, 2001
  
                                                      Registration No. 333-_______
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                -------------------
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                  NETSILICON, INC.
               (Exact Name of Registrant as specified in its charter)
  
           MASSACHUSETTS                                  04-2826579
  (State or other jurisdiction of            (I.R.S. Employer Identification No.)
   incorporation or organization)
  
                                -------------------
  
                          411 WAVERLEY OAKS ROAD, BLDG. 227
                                  WALTHAM, MA 02452
                                   (781) 647-1234
                 (Address of Principal Executive Offices) (Zip Code)
  
                                -------------------
  
                                  NETSILICON, INC.
                        2001 STOCK OPTION AND INCENTIVE PLAN
                              (Full title of the plan)
  
                                -------------------
  
                              CORNELIUS PETERSON, VIII
                        CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                                  NETSILICON, INC.
                          411 WAVERLEY OAKS ROAD, SUITE 227
                                  WALTHAM, MA 02452
                 (Name and Address of Agent for Service of Process)
  
                                   (781) 647-1234
            (Telephone Number, Including Area Code, of Agent For Service)
  
                                -------------------
  
                                      Copy to:
  
                             EDWIN L. MILLER, JR., ESQ.
                           TESTA, HURWITZ & THIBEAULT, LLP
                                   125 HIGH STREET
                             BOSTON, MASSACHUSETTS 02110
                                   (617) 248-7000
  
  ================================================================================
  2
  CALCULATION OF REGISTRATION FEE
  
  ======================================================================================================================
  
                                                                          Proposed
                                                                          Maximum       Proposed
                                                                          Offering      Maximum              Amount of
  Title of Securities                                  Amount to be      Price Per      Aggregate          Registration
  to be Registered                                      Registered          Share     Offering Price          Fee(3)
  -------------------                                  -------------     ---------    --------------        -------------
  2001 Stock Option and Incentive Plan                   40,000           $5.08(1)     $203,200.00             $50.80
  COMMON STOCK (PAR VALUE $.01 PER SHARE)
                                                          3,000            4.95(1)       14,850.00               3.71
                                                          3,000            3.63(1)       10,890.00               2.72
                                                      1,954,000            3.92(2)    7,647,920.00           1,911.98
  Preferred Stock Purchase Rights(4)                         --              --                 --                 --
                                                      ---------                      -------------          ---------
                                                      2,000,000                      $7,876,860.00          $1,969.21
  (1)  Such shares are issuable upon exercise of outstanding options with fixed
       exercise prices. Pursuant to Rule 457(h), the aggregate offering price and
       the fee have been calculated upon the basis of the price at which such
       options may be exercised.
  
  (2)  These shares are not subject to outstanding options. The price of $3.92 per
       share, which is the average of the high and low prices reported on the
       Nasdaq National Market on July 13, 2001, is set forth solely for purposes
       of calculating the filing fee pursuant to Rule 457(c) and (h) and has been
       used for shares without a fixed exercise or purchase price.
  
  (3)  Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
       amended.
  
  (4)  Preferred Stock purchase rights will be distributed without charge with
       respect to each share of common stock of the Registrant registered hereby.
  
                                         2
  3
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  Item 1. PLAN INFORMATION.
  
           The documents containing the information specified in this Item 1 will
  be sent or given to employees as specified by Rule 428(b). In accordance with
  the rules and regulations of the Securities and Exchange Commission (the
  "Commission") and the instructions to Form S-8, such documents are not being
  filed with the Commission either as part of this Registration Statement or as
  prospectuses or prospectus supplements pursuant to Rule 424.
  
  Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           The documents containing the information specified in this Item 2 will
  be sent or given to employees as specified by Rule 428(b). In accordance with
  the rules and regulations of the Commission and the instructions to Form S-8,
  such documents are not being filed with the Commission either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed with the Commission are incorporated by
  reference in this Registration Statement:
  
  (a)      Registrant's Annual Report on Form 10-K for the year ended January 31,
           2001, as filed with the Commission pursuant to Section 13(a) or 15(d)
           of the Securities Exchange Act of 1934, as amended (the "Exchange
           Act");
  
  (b)      All other reports filed pursuant to Section 13(a) or 15(d) of the
           Exchange Act since the end of the fiscal year covered by the
           Registrant's document referred to in (a) above; and
  
  (c)      The section entitled "Description of Registrant's Securities to be
           Registered" contained in the Registrant's Registration Statement on
           Form 8-A (File No. 000-26761) filed on July 20, 1999 pursuant to
           Section 12(g) of the Exchange Act.
  
           All documents subsequently filed with the Commission by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered herein have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference in this Registration
  Statement and to be a part thereof from the date of filing of such documents.
  
                                         3
  4
  
  Item 4.   DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Restated Articles of Organization, as amended, of the Company
  provide for indemnification of the Company's directors and officers unless such
  indemnification is prohibited by the Massachusetts Business Corporation Law. The
  Massachusetts Business Corporation Law generally permits indemnification of the
  Company's directors and officers for liabilities and expenses that they may
  incur in such capacities, except with respect to any matter that the indemnified
  person shall have been adjudicated in any proceeding not to have acted in good
  faith in the reasonable belief that his or her action was in the best interest
  of the Company. Reference is made to the Registrant's Restated Articles of
  Organization filed as Exhibit 3.1 to the Registrant's Registration Statement on
  Form S-1 (File No. 333-62231).
  
           The underwriting agreement, dated September 15, 1999, by and between
  the Registrant and the underwriters listed therein provides that the
  underwriters are obligated, under certain circumstances, to indemnify directors,
  officers and controlling persons of the Registrant against certain liabilities,
  including liabilities under the Securities Act. Reference is made to the Form of
  Underwriting Agreement filed as Exhibit 1.1 to the Registrant's Registration
  Statement on Form S-1 (File No. 333-62231).
  
           The Registrant has in effect a directors' and officers' insurance
  policy.
  
  Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  Item 8.  EXHIBITS.
  
  EXHIBIT NO.                          DESCRIPTION OF EXHIBIT
  -----------                          ----------------------
  4.1          Specimen Certificate for shares of the Registrant's Common Stock
               (filed as Exhibit 4 to the Registrant's Registration Statement on
               Form S-1 (File No. 333-62231) and incorporated herein by reference)
  
  4.2          Restated Articles of Organization, as amended (filed as Exhibit 3.1
               to the Registrant's Registration Statement on Form S-1 (File No.
               333-62231) and incorporated herein by reference)
  
  4.3          Amended and Restated By-Laws of the Registrant (filed as Exhibit
               3.2 to the Company's Quarterly Report on Form 10-Q filed on
               September 12, 2000, and incorporated herein by reference)
  
                                         4
  5
  
  4.4          NetSilicon, Inc. 2001 Stock Option and Incentive Plan
  
  5.1          Opinion of Testa, Hurwitz & Thibeault, LLP
  
  23.1         Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
               5.1)
  
  23.2         Consent of BDO Seidman, LLP
  
  24.1         Power of Attorney (included as part of the signature page of this
               Registration Statement)
  
  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.
                             Notwithstanding the foregoing, any increase or
                             decrease in volume of securities offered (if the
                             total dollar value of securities offered would not
                             exceed that which was registered) and any deviation
                             from the low or high end of the estimated maximum
                             offering range may be reflected in the form of
                             prospectus filed with the Commission pursuant to Rule
                             424(b) if, in the aggregate, the changes in volume
                             and price represent no more than a 20 percent change
                             in the maximum aggregate offering price set forth in
                             the "Calculation of Registration Fee" table in the
                             effective registration statement;
  
                             (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 registration statement
                             is on Form S-3, Form S-8 or Form F-3, and the
                             information required to be included in a
                             post-effective amendment by those paragraphs is
                             contained in periodic reports filed with or furnished
                             to the Commission 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.
  
                                         5
  6
  
                    (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 therein, and the offering of such
                    securities at that time shall be deemed to be the initial bona
                    fide offering thereof;
  
                    (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 (and, where applicable,
           each filing of an employee benefit plan's annual report pursuant to
           Section 15(d) of the Securities Exchange Act of 1934) that is
           incorporated by reference in the registration statement shall be deemed
           to be a new registration statement relating to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be the initial bona fide offering thereof.
  
           (c) Insofar as indemnification for liabilities arising under the
           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.
  
                                         6
  7
                                     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 Waltham in the Commonwealth of Massachusetts, on this
  20th day of July, 2001.
  
                                        NetSilicon, Inc.
  
                                        By: /s/ Cornelius Peterson, VIII
                                            --------------------------------------
                                            Cornelius Peterson, VIII
                                            Chairman and Chief Executive Officer
  
                          POWER OF ATTORNEY AND SIGNATURES
  
           We, the undersigned officers and directors of NetSilicon, Inc., hereby
  severally constitute and appoint Cornelius Peterson, VIII and Daniel J.
  Sullivan, and each of them singly, our true and lawful attorneys, with full
  power to them and each of them singly, to sign for us in our names in the
  capacities indicated below, any amendments to this Registration Statement on
  Form S-8 (including post-effective amendments), and to file the same, with all
  exhibits thereto and other documents in connection therewith, with the
  Securities and Exchange Commission, and generally to do all things in our names
  and on our behalf in our capacities as officers and directors to enable
  NetSilicon, Inc., to comply with the provisions of the Securities Act of 1933,
  as amended, hereby ratifying and confirming our signatures as they may be signed
  by our said attorneys, or any of them, to said Registration Statement 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 date indicated.
  SIGNATURE                                       TITLE                           DATE
               ---------                                       -----                           ----
  /s/ Cornelius Peterson, VIII           Chairman, Chief Executive Officer and            July 20, 2001
  -------------------------------------  Director (Principal Executive Officer)
  Cornelius Peterson, VIII
  
  /s/ Daniel J. Sullivan                 Chief Financial Officer                          July 20, 2001
  -------------------------------------  (Principal Financial and Accounting Officer)
  Daniel J. Sullivan
  
  /s/ Michael K. Ballard                 Director                                         July 20, 2001
  -------------------------------------
  Michael K. Ballard
  
  /s/ Francis E. Girard                  Director                                         July 20, 2001
  -------------------------------------
  Francis E. Girard
  
  /s/ William Johnson                    Director                                         July 20, 2001
  -------------------------------------
  William Johnson
  
  /s/ Edward B. Roberts                  Director                                         July 20, 2001
  -------------------------------------
  Edward B. Roberts
  
  /s/ F. Grant Saviers                  Director                                          July 20, 2001
  -------------------------------------
  F. Grant Saviers
  7
  8
  
                                  INDEX TO EXHIBITS
  
   EXHIBIT NO.                           DESCRIPTION OF EXHIBIT
   ----------                            ----------------------
      4.1          Specimen Certificate for shares of the Registrant's Common
                   Stock (filed as Exhibit 4 to the Registrant's Registration
                   Statement on Form S-1 (File No. 333-62231) and incorporated
                   herein by reference)
  
      4.2          Restated Articles of Organization, as amended (filed as
                   Exhibit 3.1 to the Registrant's Registration Statement on Form
                   S-1 (File No. 333-62231) and incorporated herein by reference)
  
      4.3          Amended and Restated By-Laws of the Registrant (filed as
                   Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q
                   filed on September 12, 2000, and incorporated herein by
                   reference)
  
      4.4          NetSilicon, Inc. 2001 Stock Option and Incentive Plan
  
      5.1          Opinion of Testa, Hurwitz & Thibeault, LLP
  
      23.1         Consent of Testa, Hurwitz & Thibeault, LLP (included in
                   Exhibit 5.1)
  
      23.2         Consent of BDO Seidman, LLP
  
      24.1         Power of Attorney (included as part of the signature page of
                   this Registration Statement)
  
                                         8