content: <PAGE>   1
                                                     Registration No. 333-________
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             SILVERSTREAM SOFTWARE, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
                  DELAWARE                                    04-3318325
      (State or Other Jurisdiction of                      (I.R.S. Employer
       Incorporation or Organization)                   Identification Number)
  
     TWO FEDERAL STREET, BILLERICA, MA                          01821
  (Address of Principal Executive Offices)                    (Zip Code)
  
  
             BONDI SOFTWARE, INC. EMPLOYEE STOCK OPTION PLAN, AS AMENDED
                              (Full Title of the Plan)
  
                                  DAVID A. LITWACK
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             SILVERSTREAM SOFTWARE, INC.
                                 TWO FEDERAL STREET
                                 BILLERICA, MA 01821
                       (Name and Address of Agent for Service)
  
                                   (978) 262-3000
            (Telephone Number, Including Area Code, of Agent for Service)
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  
  -------------------------------------------------------------------------------------------------------------------
                                                                                  PROPOSED
                                                       PROPOSED MAXIMUM            MAXIMUM
  TITLE OF SECURITIES TO BE         AMOUNT TO BE      OFFERING PRICE PER          AGGREGATE              AMOUNT OF
          REGISTERED                 REGISTERED              SHARE             OFFERING PRICE        REGISTRATION FEE
  -------------------------------------------------------------------------------------------------------------------
  <S>                              <C>                    <C>                 <C>                        <C>
  Common Stock, $.001 par
   value per share                 580,120 shares         $19.5625 (1)        $11,348,597.50 (1)         $2,996.03
  -------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)      Computed in accordance with Rules 457(c) and (h) under the Securities
           Act of 1933, as amended, based upon the average of the high and low
           prices of the Common Stock on the Nasdaq National Market on December
           11, 2000.
  
                                        - 1 -
  <PAGE>   2
  
  
           This registration statement has been prepared in accordance with the
  requirements of Form S-8 under the Securities Act of 1933, as amended (the
  "Securities Act"), to register 580,120 shares of the common stock, $.001 par
  value per share (the "Common Stock"), of SilverStream Software, Inc., a Delaware
  corporation (the "Registrant"), issuable to eligible employees under the Bondi
  Software, Inc. Employee Stock Option Plan, as amended (the "Plan"). The Plan was
  assumed by the Registrant upon the acquisition by the Registrant of Bondi
  Software, Inc. pursuant to that Agreement and Plan of Merger dated December 6,
  2000 between the Registrant, Bondi Software, Inc. and certain other parties.
  
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           The information required by Part I is included in documents sent or
  given to participants in the plan specified on the cover page of this prospectus
  pursuant to Rule 428(b)(1) of the Securities Act.
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
           ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The Registrant is subject to the informational and reporting
  requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
  1934, as amended (the "Exchange Act"), and in accordance therewith files
  reports, proxy statements and other information with the Securities and Exchange
  Commission (the "Commission"). The following documents, which are on file with
  the Commission, are incorporated in this Registration Statement by reference:
  
                    (1) The Registrant's latest annual report filed pursuant to
           Section 13(a) or 15(d) of the Exchange Act, or the latest prospectus
           filed pursuant to Rule 424(b) under the Securities Act that contains
           audited financial statements for the Registrant's latest fiscal year
           for which such statements have been filed.
  
                    (2) 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
           document referred to in (1) above.
  
                    (3) The description of the Common Stock contained in a
           registration statement filed under the Exchange Act, including any
           amendment or report filed for the purpose of updating such description.
  
           All documents subsequently filed 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 shares of Common Stock offered
  hereby have been sold or which deregisters all shares of Common Stock then
  remaining unsold, shall be deemed to be incorporated by reference herein and to
  be part hereof from the date of the filing of such documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for purposes of this
  Registration Statement to the extent that a statement contained herein or in any
  other subsequently filed document which also is or is deemed to be incorporated
  by reference herein modifies or supersedes such statement. Any statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this Registration Statement.
  
                                        - 2 -
  <PAGE>   3
  
           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 Registrant's Second Amended and Restated Certificate of
  Incorporation (the "Restated Certificate of Incorporation") provides that no
  director of the Registrant shall be personally liable for any monetary damages
  for any breach of fiduciary duty as a director, except to the extent that the
  Delaware General Corporation Law (the "Law") prohibits the elimination or
  limitation of liability of directors for breach of fiduciary duty.
  
           The Restated Certificate of Incorporation provides that a director or
  officer of the Registrant (a) shall be indemnified by the Registrant against all
  expenses (including attorneys' fees), judgments, fines and amounts paid in
  settlement incurred in connection with any litigation or other legal proceeding
  (other than an action by or in the right of the Registrant) brought against him
  by virtue of his position as a director or officer of the Registrant 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 Registrant, and, with respect to any criminal
  action or proceeding, had no reasonable cause to believe his conduct was
  unlawful and (b) shall be indemnified by the Registrant against all expenses
  (including attorneys' fees) and amounts paid in settlement incurred in
  connection with any action by or in the right of the Registrant brought against
  him by virtue of his position as a director or officer of the Registrant 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 Registrant, except that no indemnification
  shall be made with respect to any matter as to which such person shall have been
  adjudged to be liable to the Registrant, unless and only to the extent that the
  Court of Chancery of Delaware determines that, despite such adjudication but in
  view of all of the circumstances, he is entitled to indemnification of such
  expenses. Notwithstanding the foregoing, to the extent that a director or
  officer has been successful, on the merits or otherwise, including, without
  limitation, the dismissal of an action without prejudice, he is required to be
  indemnified by the Registrant against all expenses (including attorneys' fees)
  incurred in connection therewith. Expenses shall be advanced to a director or
  officer at his request, unless it is determined that he did not act in good
  faith and in a manner he reasonably believed to be in, or not opposed to, the
  best interests of the Registrant, and, with respect to any criminal action or
  proceeding had reasonable cause to believe that his conduct was unlawful,
  provided that he undertakes to repay the amount advanced if it is ultimately
  determined that he is not entitled to indemnification for such expenses.
  
           As a condition precedent to the right of indemnification, the director
  or officer must give the Registrant notice of the action for which indemnity is
  sought and the Registrant has the right to participate in such action or assume
  the defense thereof.
  
                                        - 3 -
  <PAGE>   4
  
           The Restated Certificate of Incorporation further provides that the
  indemnification provided therein is not exclusive and that Registrant may enter
  into agreements with officers and directors providing for indemnification rights
  and procedures different from those set forth in the Restated Certificate of
  Incorporation.
  
           Section 145 of the Law provides that a corporation has the power to
  indemnify a director, officer, employee or agent of the corporation and certain
  other persons serving at the request of the corporation in related capacities
  against amounts paid and expenses incurred in connection with an action or
  proceeding to which he is, or is threatened to be, made a party by reason of
  such position, if such person shall have 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, in any criminal proceeding, if such person had no reasonable
  cause to believe his conduct was unlawful; provided that, in the case of actions
  brought by or in the right of the corporation, no indemnification shall be made
  with respect to any matter as to which such person shall have been adjudged to
  be liable to the corporation unless and only to the extent that the adjudicating
  court determines that such indemnification is proper under the circumstances.
  
           ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
           ITEM 8.  EXHIBITS.
  
           The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
           ITEM 9.  UNDERTAKINGS.
  
           A.       The 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;
  
                             (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 (i) and (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 with or
           furnished to the Commission by the Registrant pursuant to Section
  
  
                                       - 4 -
  <PAGE>   5
  
  
           13 or 15(d) of the Exchange Act that are incorporated by reference in
           the Registration Statement.
  
                    (2) That, for the purpose of determining any liability under
           the Securities Act, each such post-effective amendment shall be deemed
           to be a new Registration Statement relating to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be the initial bona fide offering thereof.
  
                    (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, each filing of the
  Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
  Act (and, where applicable, each filing of an employee benefit plan's annual
  report pursuant to Section 15(d) of the Exchange Act) 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 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 Commission such
  indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
  adjudication of such issue.
  
  
                                       - 5 -
  
  <PAGE>   6
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in Billerica, Massachusetts on December 15, 2000.
  
                                        SILVERSTREAM SOFTWARE, INC.
  
  
                                        By: /s/ David A. Litwack
                                            -------------------------------------
                                            David A. Litwack
                                            President and Chief Executive Officer
  
  
  
                                       - 6 -
  <PAGE>   7
  
  
                          POWER OF ATTORNEY AND SIGNATURES
  
           We, the undersigned officers and directors of SilverStream Software,
  Inc. hereby severally constitute and appoint Craig A. Dynes and David A.
  Litwack, and each of them singly, our true and lawful attorneys with full power
  to them, and each of them singly, to sign for us and in our names in the
  capacities indicated below, the Registration Statement on Form S-8 filed
  herewith and any and all subsequent amendments to said Registration Statement,
  and generally to do all such things in our names and behalf in our capacities as
  officers and directors to enable SilverStream Software, Inc. to comply with all
  requirements of the Securities and Exchange Commission, hereby ratifying and
  confirming our signatures as they may be signed by said attorneys, or any of
  them, to said Registration Statement and any and all amendments thereto.
  
           Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates indicated.
  
  <TABLE>
  <CAPTION>
  
           Signature                                Title                            Date
           ---------                                -----                            ----
  <S>                                   <C>                                     <C>
  /s/ David R. Skok                     Chairman of the Board of Directors      December 15, 2000
  ----------------------------------
  David R. Skok
  
  /s/ David A. Litwack                  President, Chief Executive              December 15, 2000
  ----------------------------------    Officer and Director (Principal
  David A. Litwack                      Executive Officer)
  
  /s/ Craig A. Dynes                    Vice President, Chief Financial         December 15, 2000
  ----------------------------------    Officer and Treasurer and
  Craig A. Dynes                        Secretary (Principal Financial
                                        and Accounting Officer)
  
  /s/ Timothy Barrows                   Director                                December 15, 2000
  ----------------------------------
  Timothy Barrows
  
  /s/ Richard A. D'Amore                Director                                December 15, 2000
  ----------------------------------
  Richard A. D'Amore
  
  /s/ Paul J. Severino                  Director                                December 15, 2000
  ----------------------------------
  Paul J. Severino
  </TABLE>
  
  
                                       - 7 -
  <PAGE>   8
  
  
                                    EXHIBIT INDEX
  
  
   Exhibit
   Number                             Description
   -------                            -----------
  
     4.1 (1)    Second Amended and Restated Certificate of Incorporation of the
                Registrant.
  
     4.2 (1)    Amended and Restated By-Laws of the Registrant.
  
     4.3 (1)    Specimen Certificate for Common Stock of the Registrant.
  
     5          Opinion of Hale and Dorr LLP.
  
    23.1        Consent of Hale and Dorr LLP (included in Exhibit 5).
  
    23.2        Consent of Ernst & Young LLP.
  
    24          Power of Attorney (included in the signature pages of this
                Registration Statement).
  
    99.1        Bondi Software, Inc. Employee Stock Option Plan, as amended.
  
  (1) Incorporated herein by reference from the Registrant's Registration
      Statement on Form S-1, as amended (File No. 333-80553).
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b37674sss-8.txt", "description": "SILVERSTREAM SOFTWARE, INC.", "secsgml_size_bytes": 19233}]
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": "333-51980", "film-number": "790589"}, "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: 1
                                                     Registration No. 333-________
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             SILVERSTREAM SOFTWARE, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
                  DELAWARE                                    04-3318325
      (State or Other Jurisdiction of                      (I.R.S. Employer
       Incorporation or Organization)                   Identification Number)
  
     TWO FEDERAL STREET, BILLERICA, MA                          01821
  (Address of Principal Executive Offices)                    (Zip Code)
  
             BONDI SOFTWARE, INC. EMPLOYEE STOCK OPTION PLAN, AS AMENDED
                              (Full Title of the Plan)
  
                                  DAVID A. LITWACK
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             SILVERSTREAM SOFTWARE, INC.
                                 TWO FEDERAL STREET
                                 BILLERICA, MA 01821
                       (Name and Address of Agent for Service)
  
                                   (978) 262-3000
            (Telephone Number, Including Area Code, of Agent for Service)
  
                           CALCULATION OF REGISTRATION FEE
  -------------------------------------------------------------------------------------------------------------------
                                                                                  PROPOSED
                                                       PROPOSED MAXIMUM            MAXIMUM
  TITLE OF SECURITIES TO BE         AMOUNT TO BE      OFFERING PRICE PER          AGGREGATE              AMOUNT OF
          REGISTERED                 REGISTERED              SHARE             OFFERING PRICE        REGISTRATION FEE
  -------------------------------------------------------------------------------------------------------------------
  Common Stock, $.001 par
   value per share                 580,120 shares         $19.5625 (1)        $11,348,597.50 (1)         $2,996.03
  -------------------------------------------------------------------------------------------------------------------
  (1)      Computed in accordance with Rules 457(c) and (h) under the Securities
           Act of 1933, as amended, based upon the average of the high and low
           prices of the Common Stock on the Nasdaq National Market on December
           11, 2000.
  
                                        - 1 -
  2
  
           This registration statement has been prepared in accordance with the
  requirements of Form S-8 under the Securities Act of 1933, as amended (the
  "Securities Act"), to register 580,120 shares of the common stock, $.001 par
  value per share (the "Common Stock"), of SilverStream Software, Inc., a Delaware
  corporation (the "Registrant"), issuable to eligible employees under the Bondi
  Software, Inc. Employee Stock Option Plan, as amended (the "Plan"). The Plan was
  assumed by the Registrant upon the acquisition by the Registrant of Bondi
  Software, Inc. pursuant to that Agreement and Plan of Merger dated December 6,
  2000 between the Registrant, Bondi Software, Inc. and certain other parties.
  
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           The information required by Part I is included in documents sent or
  given to participants in the plan specified on the cover page of this prospectus
  pursuant to Rule 428(b)(1) of the Securities Act.
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
           ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The Registrant is subject to the informational and reporting
  requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
  1934, as amended (the "Exchange Act"), and in accordance therewith files
  reports, proxy statements and other information with the Securities and Exchange
  Commission (the "Commission"). The following documents, which are on file with
  the Commission, are incorporated in this Registration Statement by reference:
  
                    (1) The Registrant's latest annual report filed pursuant to
           Section 13(a) or 15(d) of the Exchange Act, or the latest prospectus
           filed pursuant to Rule 424(b) under the Securities Act that contains
           audited financial statements for the Registrant's latest fiscal year
           for which such statements have been filed.
  
                    (2) 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
           document referred to in (1) above.
  
                    (3) The description of the Common Stock contained in a
           registration statement filed under the Exchange Act, including any
           amendment or report filed for the purpose of updating such description.
  
           All documents subsequently filed 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 shares of Common Stock offered
  hereby have been sold or which deregisters all shares of Common Stock then
  remaining unsold, shall be deemed to be incorporated by reference herein and to
  be part hereof from the date of the filing of such documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for purposes of this
  Registration Statement to the extent that a statement contained herein or in any
  other subsequently filed document which also is or is deemed to be incorporated
  by reference herein modifies or supersedes such statement. Any statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this Registration Statement.
  
                                        - 2 -
  3
  
           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 Registrant's Second Amended and Restated Certificate of
  Incorporation (the "Restated Certificate of Incorporation") provides that no
  director of the Registrant shall be personally liable for any monetary damages
  for any breach of fiduciary duty as a director, except to the extent that the
  Delaware General Corporation Law (the "Law") prohibits the elimination or
  limitation of liability of directors for breach of fiduciary duty.
  
           The Restated Certificate of Incorporation provides that a director or
  officer of the Registrant (a) shall be indemnified by the Registrant against all
  expenses (including attorneys' fees), judgments, fines and amounts paid in
  settlement incurred in connection with any litigation or other legal proceeding
  (other than an action by or in the right of the Registrant) brought against him
  by virtue of his position as a director or officer of the Registrant 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 Registrant, and, with respect to any criminal
  action or proceeding, had no reasonable cause to believe his conduct was
  unlawful and (b) shall be indemnified by the Registrant against all expenses
  (including attorneys' fees) and amounts paid in settlement incurred in
  connection with any action by or in the right of the Registrant brought against
  him by virtue of his position as a director or officer of the Registrant 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 Registrant, except that no indemnification
  shall be made with respect to any matter as to which such person shall have been
  adjudged to be liable to the Registrant, unless and only to the extent that the
  Court of Chancery of Delaware determines that, despite such adjudication but in
  view of all of the circumstances, he is entitled to indemnification of such
  expenses. Notwithstanding the foregoing, to the extent that a director or
  officer has been successful, on the merits or otherwise, including, without
  limitation, the dismissal of an action without prejudice, he is required to be
  indemnified by the Registrant against all expenses (including attorneys' fees)
  incurred in connection therewith. Expenses shall be advanced to a director or
  officer at his request, unless it is determined that he did not act in good
  faith and in a manner he reasonably believed to be in, or not opposed to, the
  best interests of the Registrant, and, with respect to any criminal action or
  proceeding had reasonable cause to believe that his conduct was unlawful,
  provided that he undertakes to repay the amount advanced if it is ultimately
  determined that he is not entitled to indemnification for such expenses.
  
           As a condition precedent to the right of indemnification, the director
  or officer must give the Registrant notice of the action for which indemnity is
  sought and the Registrant has the right to participate in such action or assume
  the defense thereof.
  
                                        - 3 -
  4
  
           The Restated Certificate of Incorporation further provides that the
  indemnification provided therein is not exclusive and that Registrant may enter
  into agreements with officers and directors providing for indemnification rights
  and procedures different from those set forth in the Restated Certificate of
  Incorporation.
  
           Section 145 of the Law provides that a corporation has the power to
  indemnify a director, officer, employee or agent of the corporation and certain
  other persons serving at the request of the corporation in related capacities
  against amounts paid and expenses incurred in connection with an action or
  proceeding to which he is, or is threatened to be, made a party by reason of
  such position, if such person shall have 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, in any criminal proceeding, if such person had no reasonable
  cause to believe his conduct was unlawful; provided that, in the case of actions
  brought by or in the right of the corporation, no indemnification shall be made
  with respect to any matter as to which such person shall have been adjudged to
  be liable to the corporation unless and only to the extent that the adjudicating
  court determines that such indemnification is proper under the circumstances.
  
           ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
           ITEM 8.  EXHIBITS.
  
           The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
           ITEM 9.  UNDERTAKINGS.
  
           A.       The 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;
  
                             (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 (i) and (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 with or
           furnished to the Commission by the Registrant pursuant to Section
  
                                       - 4 -
  5
  
           13 or 15(d) of the Exchange Act that are incorporated by reference in
           the Registration Statement.
  
                    (2) That, for the purpose of determining any liability under
           the Securities Act, each such post-effective amendment shall be deemed
           to be a new Registration Statement relating to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be the initial bona fide offering thereof.
  
                    (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, each filing of the
  Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
  Act (and, where applicable, each filing of an employee benefit plan's annual
  report pursuant to Section 15(d) of the Exchange Act) 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 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 Commission such
  indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
  adjudication of such issue.
  
                                       - 5 -
  6
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in Billerica, Massachusetts on December 15, 2000.
  
                                        SILVERSTREAM SOFTWARE, INC.
  
                                        By: /s/ David A. Litwack
                                            -------------------------------------
                                            David A. Litwack
                                            President and Chief Executive Officer
  
                                       - 6 -
  7
  
                          POWER OF ATTORNEY AND SIGNATURES
  
           We, the undersigned officers and directors of SilverStream Software,
  Inc. hereby severally constitute and appoint Craig A. Dynes and David A.
  Litwack, and each of them singly, our true and lawful attorneys with full power
  to them, and each of them singly, to sign for us and in our names in the
  capacities indicated below, the Registration Statement on Form S-8 filed
  herewith and any and all subsequent amendments to said Registration Statement,
  and generally to do all such things in our names and behalf in our capacities as
  officers and directors to enable SilverStream Software, Inc. to comply with all
  requirements of the Securities and Exchange Commission, hereby ratifying and
  confirming our signatures as they may be signed by said attorneys, or any of
  them, to said Registration Statement and any and all amendments thereto.
  
           Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates indicated.
  Signature                                Title                            Date
           ---------                                -----                            ----
  /s/ David R. Skok                     Chairman of the Board of Directors      December 15, 2000
  ----------------------------------
  David R. Skok
  
  /s/ David A. Litwack                  President, Chief Executive              December 15, 2000
  ----------------------------------    Officer and Director (Principal
  David A. Litwack                      Executive Officer)
  
  /s/ Craig A. Dynes                    Vice President, Chief Financial         December 15, 2000
  ----------------------------------    Officer and Treasurer and
  Craig A. Dynes                        Secretary (Principal Financial
                                        and Accounting Officer)
  
  /s/ Timothy Barrows                   Director                                December 15, 2000
  ----------------------------------
  Timothy Barrows
  
  /s/ Richard A. D'Amore                Director                                December 15, 2000
  ----------------------------------
  Richard A. D'Amore
  
  /s/ Paul J. Severino                  Director                                December 15, 2000
  ----------------------------------
  Paul J. Severino
  - 7 -
  8
  
                                    EXHIBIT INDEX
  
   Exhibit
   Number                             Description
   -------                            -----------
  
     4.1 (1)    Second Amended and Restated Certificate of Incorporation of the
                Registrant.
  
     4.2 (1)    Amended and Restated By-Laws of the Registrant.
  
     4.3 (1)    Specimen Certificate for Common Stock of the Registrant.
  
     5          Opinion of Hale and Dorr LLP.
  
    23.1        Consent of Hale and Dorr LLP (included in Exhibit 5).
  
    23.2        Consent of Ernst & Young LLP.
  
    24          Power of Attorney (included in the signature pages of this
                Registration Statement).
  
    99.1        Bondi Software, Inc. Employee Stock Option Plan, as amended.
  
  (1) Incorporated herein by reference from the Registrant's Registration
      Statement on Form S-1, as amended (File No. 333-80553).