content: <PAGE>   1
  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 9, 2000
                                                             Registration No. 333-
  
  ================================================================================
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                --------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                          UNDER THE SECURITIES ACT OF 1933
  
                                --------------------
  
                                 McDATA CORPORATION
  
               (Exact name of registrant as specified in its charter)
  
            Delaware                                               84-1421844
  (State or other jurisdiction of                               (I.R.S. Employer
   incorporation or organization)                              Identification No.)
  
                               310 Interlocken Parkway
                             Broomfield, Colorado 80021
                                   (303) 460-9200
   (Address, zip code, telephone number, and area code, of registrant's principal
                                 executive offices)
  
                                --------------------
  
                               1997 STOCK OPTION PLAN
                              (Full title of the Plan)
  
                               ----------------------
  
                              Thomas O. McGimpsey, Esq.
                         Vice President and General Counsel
                                 McDATA Corporation
                               310 Interlocken Parkway
                             Broomfield, Colorado 80021
                                   (303) 460-4348
   (Name, address, zip code, telephone number and area code, of agent for service)
  
                                --------------------
  
  
  <PAGE>   2
  
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ===============================================================================================================
  Title of each class of             Amount to be       Proposed maximum      Proposed maximum       Amount of
  securities to be registered         registered       offering price per    aggregate offering    registration
                                                             share                 price                fee
  ---------------------------------------------------------------------------------------------------------------
  
  <S>                                <C>               <C>                    <C>                   <C>
  Class B Common Stock, $.01 par      3,523,525 (1)      $28.00 (2)           $ 98,658,700.00 (2)
  value                               5,550,176          $ 1.00 (3)           $  5,559,176.00 (3)
                                        344,250          $ 1.13 (3)           $    389,002.50 (3)
                                        224,788          $ 1.25 (3)           $    280,985.00 (3)
                                        850,346          $ 1.63 (3)           $  1,386,063.98 (3)
                                        303,189          $ 2.00 (3)           $    606,378.00 (3)
                                      1,237,588          $ 2.50 (3)           $  3,093,970.00 (3)
                                        966,950          $ 2.75 (3)           $  2,659,112.50 (3)
                                      1,315,450          $11.54 (3)           $ 15,180,293.00 (3)
                                        799,950          $13.75 (3)           $ 10,999,312.50 (3)
  
  ---------------------------------------------------------------------------------------------------------------
  
  Total                              15,116,212 (4)                           $138,812,993.48        $36,647.00
  
  ===============================================================================================================
  </TABLE>
  
  
  (1)  Shares issuable under the 1997 Stock Option Plan.
  (2)  As set forth in Rule 457(c) and (h) under the Securities Act of 1933, as
       amended (the "Securities Act"), based upon the initial public offering
       price of $28.00 per share set forth in the Prospectus, dated August 8,
       2000, relating to the Registrant's initial public offering of Class B
       Common Stock.
  (3)  As set forth in Rule 457(h)(1) of the Securities Act, based on the price at
       which the options may be exercised.
  
       Of the shares being registered hereunder: (i) 5,550,176 shares are subject
       to presently outstanding options exercisable at $1.00 per share; (ii)
       344,250 shares are subject to presently outstanding options exercisable at
       $1.13 per share; (iii) 224,788 shares are subject to presently outstanding
       options exercisable at $1.25 per share; (iv) 850,346 shares are subject to
       presently outstanding options exercisable at $1.63 per share; (v) 303,189
       shares are subject to presently outstanding options exercisable at $2.00
       per share; (vi) 1,237,588 shares are subject to presently outstanding
       options exercisable at $2.50 per share; (vii) 966,950 shares are subject to
       presently outstanding options exercisable at $2.75 per share; (viii)
       1,315,450 shares are subject to presently outstanding options exercisable
       at $11.54 per share; and (ix) 799,950 shares are subject to presently
       outstanding options exercisable at $13.75 per share. The remaining
       3,523,525 shares are not subject to outstanding awards and are covered in
       footnote (1) above.
  
  (4)  Pursuant to Rule 416 under the Securities Act, this Registration Statement
       covers, in addition to the number of shares of Class B Common Stock shown
       in the table above, an indeterminate number of shares that may be subject
       to grant or otherwise issuable after the operation of the provisions of the
       1997 Stock Option Plan governing the adjustment of the number of shares
       subject to the 1997 Stock Option Plan. In addition, pursuant to Instruction
       F to this Form S-8 and Rule 416(c) under the Securities Act, this
       Registration Statement also covers an indeterminate amount of interests to
       be offered or sold pursuant to the 1997 Stock Option Plan.
  
  
  ================================================================================
  
  
                                         2
  <PAGE>   3
  
  
                                       PART I
  
                  INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
  
       Note: The document(s) containing the information concerning the Company's
  1997 Stock Option Plan (the "Plan") required by Item 1 of Form S-8 and the
  statement of availability of registrant information, Plan information and other
  information required by Item 2 of Form S-8 will be sent or given to employees as
  specified by Rule 428 ("Rule 428") under the Securities Act of 1933, as amended
  (the "Securities Act"), under the Act. In accordance with Rule 428 and the
  requirements of Part I of Form S-8, such documents are not being filed with the
  Securities and Exchange Commission (the "Commission") either as part of this
  registration statement or as prospectuses or prospectus supplements pursuant to
  Rule 424 under the Securities Act. McDATA Corporation ("McDATA" or the
  "Company," which may also be referred to as "we," "us" or "our") will maintain a
  file of such documents in accordance with the provisions of Rule 428. Upon
  request, we will furnish the Commission or its staff with a copy or copies of
  any or all documents included in such file.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The Commission allows us to "incorporate by reference" certain information
  that we file with the Commission. Information incorporated by reference is
  considered a part of this registration statement, and later information filed by
  us with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
  filing of a post-effective amendment which indicates that all securities offered
  have been sold or which deregisters all securities that remain unsold, shall
  be deemed to be incorporated by reference in this registration statement and to
  be a part hereof from the date of filing of such documents. We incorporate by
  reference the documents listed below and any future filings made pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act:
  
       -    The Prospectus filed with the Commission pursuant to Rule 424(b) of
            the Securities Act relating to the Company's Registration Statement
            on Form S-1 (Registration No. 333-38106) and
  
       -    The description of our Class B Common Stock contained in our
            Registration Statement on Form 8-A filed with the Commission on August
            4, 2000.
  
       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
  
  
  
  <PAGE>   4
  
  
  supersedes such statement. Any such statement so modified or superseded shall
  not be deemed, except as so modified or superseded, to constitute a part of this
  registration statement.
  
  
  Item 4.  DESCRIPTION OF SECURITIES.
  
       The class of securities to be offered hereby is registered under Section 12
  of the Exchange Act.
  
  Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Not Applicable.
  
  Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Section 145 of the Delaware General Corporate Law permits indemnification
  of officers, directors and other corporate agents under certain circumstances
  and subject to certain limitations. Our amended and restated certificate of
  incorporation and our amended and restated by-laws provide that we shall
  indemnify our directors and officers to the fullest extent authorized or
  permitted by law.
  
       Our amended and restated certificate of incorporation further provides that
  our directors will not be personally liable to us or any stockholder for
  monetary damages for breach of fiduciary duty, except to the extent such
  exemption is not permitted by law. Section 102 of the Delaware General Corporate
  Law provides that officers and directors will not be personally liable for
  monetary damages for breach of their fiduciary duties as directors, except
  liability for:
  
    -    any breach of their duty of loyalty to the corporation or its
         stockholders;
  
    -    acts or omissions not in good faith or which involve intentional
         misconduct or a knowing violation of law;
  
    -    unlawful payments of dividends or unlawful stock repurchases or
         redemption; or
  
    -    any transaction from which the director derived an improper personal
         benefit.
  
       This provision has no effect on any non-monetary remedies that may be
  available to us or our stockholders, nor does it relieve us or our officers or
  directors from compliance with federal or state securities laws.
  
       Insofar as indemnification for liabilities arising under the Securities Act
  may be permitted to directors, officers or persons controlling us pursuant to
  the foregoing provisions or otherwise, we have been informed that in the opinion
  of the Commission such indemnification is against public policy as expressed in
  the Securities Act and is therefore unenforceable.
  
  
  <PAGE>   5
  
  
       Our amended and restated by-laws also permit us to purchase and maintain
  insurance on behalf of any officer or director for any liability arising out of
  his or her actions in such capacity, regardless of whether our by-laws would
  otherwise permit indemnification for that liability. We currently have
  directors' and officers' liability insurance which would indemnify our directors
  and officers against damages arising out of claims which might be made against
  them based on their negligent acts or omissions while acting in their capacity
  as officers and directors.
  
  Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not Applicable.
  
  Item 8.  EXHIBITS.
  
       Exhibits identified with an asterisk below are on file with the Commission,
  and are incorporated herein by reference to such previous filings.
  
  <TABLE>
  <CAPTION>
  Exhibit
  Number         Description
  -------        -----------
  
  <S>            <C>
   4.1 *         Amended and Restated Certificate of Incorporation of the Registrant
                 (Exhibit 3.1 to the Company's Registration Statement, File No. 333-38106).
  
   4.2 *         Amended and Restated By-laws of the Registrant (Exhibit 3.2 to the
                 Company's Registration Statement, File No. 333-38106).
  
   5             Opinion of Thomas O. McGimpsey, Vice President and General Counsel
                 of Registrant, regarding the legality of the securities being registered.
  
  23.1           Consent of PricewaterhouseCoopers LLP, Independent Accountants.
  
  23.2           Consent of Thomas O. McGimpsey, Vice President and General Counsel
                 of Registrant, included in Exhibit 5.
  
  24             Powers of Attorney executed by directors and officers who signed
                 this registration statement.
  </TABLE>
  
  Item 9.  UNDERTAKINGS.
  
  (a)  Registrant Offerings.
  
       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:
  
  
  <PAGE>   6
  
  
            (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) (ss. 230.424(b) of this chapter) if, in the
       aggregate, the changes in volume and price represent no more than 20%
       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 information required to be included in a post-effective amendment
  by those paragraphs is contained in periodic reports filed by the registrant
  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
  incorporated by reference in the registration statement.
  
       (2)  That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed to be
  a new registration statement relating to the securities offered 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)  Filings Incorporating Subsequent Exchange Act Documents by Reference.
  
       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)  Form S-8 Undertakings.
  
  
  <PAGE>   7
  
  
       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.
  
  
  <PAGE>   8
  
  
                                     SIGNATURES
  
       THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
  McDATA Corporation certifies that it has reasonable grounds to believe that it
  meets all 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 Broomfield, state of Colorado, on the 8th day of
  August, 2000.
  
                                            McDATA Corporation
  
                                            By: /s/ THOMAS O. MCGIMPSEY
                                                ----------------------------------
                                                      Thomas O. McGimpsey
                                                      Assistant Secretary
  
       Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed below by the following persons in the
  capacities and on the date indicated.
  
  <TABLE>
  <CAPTION>
  <S>                                                           <C>
  PRINCIPAL EXECUTIVE OFFICER:
                     /s/ JOHN F. McDONNELL                      Chairman, President and
  ------------------------------------------------------------- Chief Executive Officer
                       John F. McDonnell
  
  PRINCIPAL FINANCIAL AND CHIEF ACCOUNTING OFFICER:
                        /s/ DEE J. PERRY                        Chief Financial Officer and
  ------------------------------------------------------------- Vice President of Finance
                          Dee J. Perry                          and Administration
  </TABLE>
  
  
  
  DIRECTORS:
  
  
            /s/ DAVID A. DONATELLI                       /s/ JOHN W. GERDELMAN
            ----------------------                       ---------------------
              David A. Donatelli                           John W. Gerdelman
  
           /s/ CHARLES C. JOHNSTON                        /s/ D. VAN SKILLING
           -----------------------                        -------------------
             Charles C. Johnston                            D. Van Skilling
  
             /s/ THOMAS M. UHLMAN                        /s/ LAURENCE G. WALKER
             --------------------                        ----------------------
              Thomas M. Uhlman                            Laurence G. Walker
  
  Dated: August 8, 2000
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "MCDATA CORPORATION", "secsgml_size_bytes": 20236}]
metadata_filer: {"company-data": {"conformed-name": "MCDATA CORP", "cik": "0000731502", "assigned-sic": "3669", "irs-number": "840100844", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43316", "film-number": "688952"}, "business-address": {"street1": "310 INTERLOCKEN PARKWAY", "city": "BROOMFIELD", "state": "CO", "zip": "80021", "phone": "3034609200"}, "mail-address": {"street1": "310 INTERLOCKEN PARKWAY", "city": "BROOMFIELD", "state": "CO", "zip": "80021"}}
text: 1
  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 9, 2000
                                                             Registration No. 333-
  
  ================================================================================
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                --------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                          UNDER THE SECURITIES ACT OF 1933
  
                                --------------------
  
                                 McDATA CORPORATION
  
               (Exact name of registrant as specified in its charter)
  
            Delaware                                               84-1421844
  (State or other jurisdiction of                               (I.R.S. Employer
   incorporation or organization)                              Identification No.)
  
                               310 Interlocken Parkway
                             Broomfield, Colorado 80021
                                   (303) 460-9200
   (Address, zip code, telephone number, and area code, of registrant's principal
                                 executive offices)
  
                                --------------------
  
                               1997 STOCK OPTION PLAN
                              (Full title of the Plan)
  
                               ----------------------
  
                              Thomas O. McGimpsey, Esq.
                         Vice President and General Counsel
                                 McDATA Corporation
                               310 Interlocken Parkway
                             Broomfield, Colorado 80021
                                   (303) 460-4348
   (Name, address, zip code, telephone number and area code, of agent for service)
  
                                --------------------
  2
  
                           CALCULATION OF REGISTRATION FEE
  ===============================================================================================================
  Title of each class of             Amount to be       Proposed maximum      Proposed maximum       Amount of
  securities to be registered         registered       offering price per    aggregate offering    registration
                                                             share                 price                fee
  ---------------------------------------------------------------------------------------------------------------
  Class B Common Stock, $.01 par      3,523,525 (1)      $28.00 (2)           $ 98,658,700.00 (2)
  value                               5,550,176          $ 1.00 (3)           $  5,559,176.00 (3)
                                        344,250          $ 1.13 (3)           $    389,002.50 (3)
                                        224,788          $ 1.25 (3)           $    280,985.00 (3)
                                        850,346          $ 1.63 (3)           $  1,386,063.98 (3)
                                        303,189          $ 2.00 (3)           $    606,378.00 (3)
                                      1,237,588          $ 2.50 (3)           $  3,093,970.00 (3)
                                        966,950          $ 2.75 (3)           $  2,659,112.50 (3)
                                      1,315,450          $11.54 (3)           $ 15,180,293.00 (3)
                                        799,950          $13.75 (3)           $ 10,999,312.50 (3)
  
  ---------------------------------------------------------------------------------------------------------------
  
  Total                              15,116,212 (4)                           $138,812,993.48        $36,647.00
  
  ===============================================================================================================
  (1)  Shares issuable under the 1997 Stock Option Plan.
  (2)  As set forth in Rule 457(c) and (h) under the Securities Act of 1933, as
       amended (the "Securities Act"), based upon the initial public offering
       price of $28.00 per share set forth in the Prospectus, dated August 8,
       2000, relating to the Registrant's initial public offering of Class B
       Common Stock.
  (3)  As set forth in Rule 457(h)(1) of the Securities Act, based on the price at
       which the options may be exercised.
  
       Of the shares being registered hereunder: (i) 5,550,176 shares are subject
       to presently outstanding options exercisable at $1.00 per share; (ii)
       344,250 shares are subject to presently outstanding options exercisable at
       $1.13 per share; (iii) 224,788 shares are subject to presently outstanding
       options exercisable at $1.25 per share; (iv) 850,346 shares are subject to
       presently outstanding options exercisable at $1.63 per share; (v) 303,189
       shares are subject to presently outstanding options exercisable at $2.00
       per share; (vi) 1,237,588 shares are subject to presently outstanding
       options exercisable at $2.50 per share; (vii) 966,950 shares are subject to
       presently outstanding options exercisable at $2.75 per share; (viii)
       1,315,450 shares are subject to presently outstanding options exercisable
       at $11.54 per share; and (ix) 799,950 shares are subject to presently
       outstanding options exercisable at $13.75 per share. The remaining
       3,523,525 shares are not subject to outstanding awards and are covered in
       footnote (1) above.
  
  (4)  Pursuant to Rule 416 under the Securities Act, this Registration Statement
       covers, in addition to the number of shares of Class B Common Stock shown
       in the table above, an indeterminate number of shares that may be subject
       to grant or otherwise issuable after the operation of the provisions of the
       1997 Stock Option Plan governing the adjustment of the number of shares
       subject to the 1997 Stock Option Plan. In addition, pursuant to Instruction
       F to this Form S-8 and Rule 416(c) under the Securities Act, this
       Registration Statement also covers an indeterminate amount of interests to
       be offered or sold pursuant to the 1997 Stock Option Plan.
  
  ================================================================================
  
                                         2
  3
  
                                       PART I
  
                  INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
  
       Note: The document(s) containing the information concerning the Company's
  1997 Stock Option Plan (the "Plan") required by Item 1 of Form S-8 and the
  statement of availability of registrant information, Plan information and other
  information required by Item 2 of Form S-8 will be sent or given to employees as
  specified by Rule 428 ("Rule 428") under the Securities Act of 1933, as amended
  (the "Securities Act"), under the Act. In accordance with Rule 428 and the
  requirements of Part I of Form S-8, such documents are not being filed with the
  Securities and Exchange Commission (the "Commission") either as part of this
  registration statement or as prospectuses or prospectus supplements pursuant to
  Rule 424 under the Securities Act. McDATA Corporation ("McDATA" or the
  "Company," which may also be referred to as "we," "us" or "our") will maintain a
  file of such documents in accordance with the provisions of Rule 428. Upon
  request, we will furnish the Commission or its staff with a copy or copies of
  any or all documents included in such file.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The Commission allows us to "incorporate by reference" certain information
  that we file with the Commission. Information incorporated by reference is
  considered a part of this registration statement, and later information filed by
  us with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
  filing of a post-effective amendment which indicates that all securities offered
  have been sold or which deregisters all securities that remain unsold, shall
  be deemed to be incorporated by reference in this registration statement and to
  be a part hereof from the date of filing of such documents. We incorporate by
  reference the documents listed below and any future filings made pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act:
  
       -    The Prospectus filed with the Commission pursuant to Rule 424(b) of
            the Securities Act relating to the Company's Registration Statement
            on Form S-1 (Registration No. 333-38106) and
  
       -    The description of our Class B Common Stock contained in our
            Registration Statement on Form 8-A filed with the Commission on August
            4, 2000.
  
       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
  4
  
  supersedes such statement. Any such statement so modified or superseded shall
  not be deemed, except as so modified or superseded, to constitute a part of this
  registration statement.
  
  Item 4.  DESCRIPTION OF SECURITIES.
  
       The class of securities to be offered hereby is registered under Section 12
  of the Exchange Act.
  
  Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Not Applicable.
  
  Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Section 145 of the Delaware General Corporate Law permits indemnification
  of officers, directors and other corporate agents under certain circumstances
  and subject to certain limitations. Our amended and restated certificate of
  incorporation and our amended and restated by-laws provide that we shall
  indemnify our directors and officers to the fullest extent authorized or
  permitted by law.
  
       Our amended and restated certificate of incorporation further provides that
  our directors will not be personally liable to us or any stockholder for
  monetary damages for breach of fiduciary duty, except to the extent such
  exemption is not permitted by law. Section 102 of the Delaware General Corporate
  Law provides that officers and directors will not be personally liable for
  monetary damages for breach of their fiduciary duties as directors, except
  liability for:
  
    -    any breach of their duty of loyalty to the corporation or its
         stockholders;
  
    -    acts or omissions not in good faith or which involve intentional
         misconduct or a knowing violation of law;
  
    -    unlawful payments of dividends or unlawful stock repurchases or
         redemption; or
  
    -    any transaction from which the director derived an improper personal
         benefit.
  
       This provision has no effect on any non-monetary remedies that may be
  available to us or our stockholders, nor does it relieve us or our officers or
  directors from compliance with federal or state securities laws.
  
       Insofar as indemnification for liabilities arising under the Securities Act
  may be permitted to directors, officers or persons controlling us pursuant to
  the foregoing provisions or otherwise, we have been informed that in the opinion
  of the Commission such indemnification is against public policy as expressed in
  the Securities Act and is therefore unenforceable.
  5
  
       Our amended and restated by-laws also permit us to purchase and maintain
  insurance on behalf of any officer or director for any liability arising out of
  his or her actions in such capacity, regardless of whether our by-laws would
  otherwise permit indemnification for that liability. We currently have
  directors' and officers' liability insurance which would indemnify our directors
  and officers against damages arising out of claims which might be made against
  them based on their negligent acts or omissions while acting in their capacity
  as officers and directors.
  
  Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not Applicable.
  
  Item 8.  EXHIBITS.
  
       Exhibits identified with an asterisk below are on file with the Commission,
  and are incorporated herein by reference to such previous filings.
  Exhibit
  Number         Description
  -------        -----------
  4.1 *         Amended and Restated Certificate of Incorporation of the Registrant
                 (Exhibit 3.1 to the Company's Registration Statement, File No. 333-38106).
  
   4.2 *         Amended and Restated By-laws of the Registrant (Exhibit 3.2 to the
                 Company's Registration Statement, File No. 333-38106).
  
   5             Opinion of Thomas O. McGimpsey, Vice President and General Counsel
                 of Registrant, regarding the legality of the securities being registered.
  
  23.1           Consent of PricewaterhouseCoopers LLP, Independent Accountants.
  
  23.2           Consent of Thomas O. McGimpsey, Vice President and General Counsel
                 of Registrant, included in Exhibit 5.
  
  24             Powers of Attorney executed by directors and officers who signed
                 this registration statement.
  Item 9.  UNDERTAKINGS.
  
  (a)  Registrant Offerings.
  
       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:
  6
  
            (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) (ss. 230.424(b) of this chapter) if, in the
       aggregate, the changes in volume and price represent no more than 20%
       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 information required to be included in a post-effective amendment
  by those paragraphs is contained in periodic reports filed by the registrant
  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
  incorporated by reference in the registration statement.
  
       (2)  That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed to be
  a new registration statement relating to the securities offered 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)  Filings Incorporating Subsequent Exchange Act Documents by Reference.
  
       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)  Form S-8 Undertakings.
  7
  
       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.
  8
  
                                     SIGNATURES
  
       THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
  McDATA Corporation certifies that it has reasonable grounds to believe that it
  meets all 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 Broomfield, state of Colorado, on the 8th day of
  August, 2000.
  
                                            McDATA Corporation
  
                                            By: /s/ THOMAS O. MCGIMPSEY
                                                ----------------------------------
                                                      Thomas O. McGimpsey
                                                      Assistant Secretary
  
       Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed below by the following persons in the
  capacities and on the date indicated.
  PRINCIPAL EXECUTIVE OFFICER:
                     /s/ JOHN F. McDONNELL                      Chairman, President and
  ------------------------------------------------------------- Chief Executive Officer
                       John F. McDonnell
  
  PRINCIPAL FINANCIAL AND CHIEF ACCOUNTING OFFICER:
                        /s/ DEE J. PERRY                        Chief Financial Officer and
  ------------------------------------------------------------- Vice President of Finance
                          Dee J. Perry                          and Administration
  DIRECTORS:
  
            /s/ DAVID A. DONATELLI                       /s/ JOHN W. GERDELMAN
            ----------------------                       ---------------------
              David A. Donatelli                           John W. Gerdelman
  
           /s/ CHARLES C. JOHNSTON                        /s/ D. VAN SKILLING
           -----------------------                        -------------------
             Charles C. Johnston                            D. Van Skilling
  
             /s/ THOMAS M. UHLMAN                        /s/ LAURENCE G. WALKER
             --------------------                        ----------------------
              Thomas M. Uhlman                            Laurence G. Walker
  
  Dated: August 8, 2000