content: <PAGE>   1
  
      As filed with the Securities and Exchange Commission on February 1, 2001
                                              Registration Statement No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                              -------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                              -------------------------
  
                                  FAIRMARKET, INC.
               (Exact name of Registrant as specified in its charter)
  
              DELAWARE                                   04-3351937
    (State or other jurisdiction                      (I.R.S. Employer
  of incorporation or organization)                  Identification No.)
  
                               500 UNICORN PARK DRIVE
                                  WOBURN, MA 01801
                                   (781) 376-5600
  
      (Address, including zip code, and telephone number, including area code,
                    of Registrant's principal executive offices)
  
  
                   2000 Employee Stock Option and Incentive Plan
                              (Full Title of the Plan)
  
                           -------------------------------
  
                                    EILEEN RUDDEN
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                  FAIRMARKET, INC.
                               500 UNICORN PARK DRIVE
                                  WOBURN, MA 01801
  
         (Name, address, including zip code, and telephone number, including
                   area code, of Registrant's agent for service)
  
                                   With a copy to:
  
                                DAVID F. DIETZ, P.C.
                                 GOODWIN PROCTER LLP
                                   EXCHANGE PLACE
                          BOSTON, MASSACHUSETTS 02109-2881
                                   (617) 570-1000
  
                                --------------------
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ============================ ===================== ====================== ======================= =====================
                                                       PROPOSED MAXIMUM        PROPOSED MAXIMUM
   TITLE OF SECURITIES TO BE       AMOUNT TO BE       OFFERING PRICE PER      AGGREGATE OFFERING         AMOUNT OF
          REGISTERED              REGISTERED (1)             SHARE                  PRICE             REGISTRATION FEE
  ---------------------------- --------------------- ---------------------- ----------------------- ---------------------
  <S>                          <C>                   <C>                    <C>                     <C>
  2000 Employee Stock Option        1,154,750               $2.1875               $2,526,016                $632
  and Incentive Plan
   (THE "PLAN")
  
  Common Stock, $.001 par
  value
  ---------------------------- --------------------- ---------------------- ----------------------- ---------------------
  </TABLE>
  
  (1)  Plus such additional number of shares as may be required pursuant to the
       Plan in the event of a stock dividend, reverse stock split, split-up,
       recapitalization or other similar event.
  
  
  <PAGE>   2
  
  
  INCORPORATION OF DOCUMENTS BY REFERENCE
  
       This Registration Statement on Form S-8 registers additional securities of
  the same class as other securities for which a Registration Statement on Form
  S-8 relating to the same employee benefit plan was filed with the Securities and
  Exchange Commission on October 18, 2000. Accordingly, pursuant to General
  Instruction E of Form S-8, promulgated under the Securities Act of 1933, as
  amended, the contents of the Registration Statement on Form S-8 (File No.
  333-48170), filed with the Securities and Exchange Commission on October 18,
  2000, are incorporated herein by reference.
  
  EXPLANATORY NOTE
  
       On January 16, 2001, the Option Committee of the Board of Directors of
  FairMarket, Inc. granted, pursuant to an employee stock option exchange offer
  and the Company's 2000 Employee Stock Option and Incentive Plan, options
  covering a total of 1,154,750 shares of the Company's common stock in exchange
  for options covering an equal number of shares. Such options were granted with
  an exercise price of $2.1875 per share, being the closing price of the Company's
  common stock on the date of such grant. The Board of Directors approved an
  increase in the number of shares available for grant under the 2000 Employee
  Stock Option and Incentive Plan equal to the number of options granted in the
  exchange.
  
  EXHIBITS
  
       See Index to Exhibits, attached hereto.
  
  <PAGE>   3
  
                                     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 Woburn, Massachusetts, on February 1, 2001.
  
                                     FAIRMARKET, INC.
  
  
                                     By:  /s/ Eileen Rudden
                                         -----------------------------------------
                                         Eileen Rudden
                                         President and Chief Executive Officer
  
  
  
                                  POWER OF ATTORNEY
  
       Each person whose signature appears below constitutes and appoints Eileen
  Rudden and Lisa McGrath, and each of them, as his or her true and lawful
  attorney-in-fact and agent, with full power of substitution, for his or her and
  in her or his name, place and stead, in any and all capacities to sign any or
  all amendments or post-effective amendments to this registration statement (or
  any registration statement for the same offering that is to be effective upon
  filing pursuant to Rule 462(b) under the Securities Act) and to file the same,
  with all exhibits thereto and other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto said attorney-in-fact and
  agent full power and authority to do and perform each and every act and thing
  requisite and necessary to be done in and about the premises, as fully to all
  intents and purposes as she or he might or could do in person, hereby ratifying
  and confirming all that said attorney-in-fact and agent or his substitute may
  lawfully do or cause to be done by virtue hereof.
  
       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>
          Signature                               Title                                        Date
          ---------                               -----                                        ----
  <S>                               <C>                                                <C>
  /s/ Eileen Rudden                 President, Chief Executive Officer and
  EILEEN RUDDEN                     Director (Principal
                                    Executive Officer)                                   February 1, 2001
  
  
  /s/ Janet Smith                   Chief Financial Officer
  JANET SMITH                       (Principal Financial and Accounting Officer)         February 1, 2001
  
  
  /s/ Scott T. Randall              Chairman, Director and
  SCOTT T. RANDALL                  Chairman of the Board of Directors                   February 1, 2001
  
  
  
  /s/ Nanda Krish                   Director                                             February 1, 2001
  NANDA KRISH
  
  
  /s/ Richard Pallen                Director                                             February 1, 2001
  RICHARD PALLEN
  
  </TABLE>
  
  <PAGE>   4
  
                                    EXHIBIT INDEX
  
  
  EXHIBIT
  NUMBER            DESCRIPTION
  ------            -----------
  
    3.1          Amended and Restated Certificate of Incorporation of the Company*
  
    3.4          Bylaws of the Company*
  
    5.1          Opinion of Goodwin Procter LLP
  
   23.1          Consent of PricewaterhouseCoopers LLP
  
   23.2          Consent of Goodwin Procter LLP (contained in Exhibit 5.1)
  
   24.1          Powers of attorney (see signature page)
  
  ------------
  * Incorporated by reference to the relevant exhibit to the FairMarket, Inc.
  Registration Statement on Form S-1 (SEC File No. 333-92677), as amended, as
  filed with the Securities and Exchange Commission.
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metadata_filer: {"company-data": {"conformed-name": "FAIRMARKET INC", "cik": "0001053676", "assigned-sic": "7389", "irs-number": "043351937", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54808", "film-number": "1521886"}, "business-address": {"street1": "500 UNICORN PARK DR", "city": "WOBURN", "state": "MA", "zip": "01801", "phone": "7813765600"}, "mail-address": {"street1": "500 UNICORN PARK DRIVE", "city": "WOBURN", "state": "MA", "zip": "01801"}}
text: 1
  
      As filed with the Securities and Exchange Commission on February 1, 2001
                                              Registration Statement No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                              -------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                              -------------------------
  
                                  FAIRMARKET, INC.
               (Exact name of Registrant as specified in its charter)
  
              DELAWARE                                   04-3351937
    (State or other jurisdiction                      (I.R.S. Employer
  of incorporation or organization)                  Identification No.)
  
                               500 UNICORN PARK DRIVE
                                  WOBURN, MA 01801
                                   (781) 376-5600
  
      (Address, including zip code, and telephone number, including area code,
                    of Registrant's principal executive offices)
  
                   2000 Employee Stock Option and Incentive Plan
                              (Full Title of the Plan)
  
                           -------------------------------
  
                                    EILEEN RUDDEN
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                  FAIRMARKET, INC.
                               500 UNICORN PARK DRIVE
                                  WOBURN, MA 01801
  
         (Name, address, including zip code, and telephone number, including
                   area code, of Registrant's agent for service)
  
                                   With a copy to:
  
                                DAVID F. DIETZ, P.C.
                                 GOODWIN PROCTER LLP
                                   EXCHANGE PLACE
                          BOSTON, MASSACHUSETTS 02109-2881
                                   (617) 570-1000
  
                                --------------------
  
                           CALCULATION OF REGISTRATION FEE
  ============================ ===================== ====================== ======================= =====================
                                                       PROPOSED MAXIMUM        PROPOSED MAXIMUM
   TITLE OF SECURITIES TO BE       AMOUNT TO BE       OFFERING PRICE PER      AGGREGATE OFFERING         AMOUNT OF
          REGISTERED              REGISTERED (1)             SHARE                  PRICE             REGISTRATION FEE
  ---------------------------- --------------------- ---------------------- ----------------------- ---------------------
  2000 Employee Stock Option        1,154,750               $2.1875               $2,526,016                $632
  and Incentive Plan
   (THE "PLAN")
  
  Common Stock, $.001 par
  value
  ---------------------------- --------------------- ---------------------- ----------------------- ---------------------
  (1)  Plus such additional number of shares as may be required pursuant to the
       Plan in the event of a stock dividend, reverse stock split, split-up,
       recapitalization or other similar event.
  2
  
  INCORPORATION OF DOCUMENTS BY REFERENCE
  
       This Registration Statement on Form S-8 registers additional securities of
  the same class as other securities for which a Registration Statement on Form
  S-8 relating to the same employee benefit plan was filed with the Securities and
  Exchange Commission on October 18, 2000. Accordingly, pursuant to General
  Instruction E of Form S-8, promulgated under the Securities Act of 1933, as
  amended, the contents of the Registration Statement on Form S-8 (File No.
  333-48170), filed with the Securities and Exchange Commission on October 18,
  2000, are incorporated herein by reference.
  
  EXPLANATORY NOTE
  
       On January 16, 2001, the Option Committee of the Board of Directors of
  FairMarket, Inc. granted, pursuant to an employee stock option exchange offer
  and the Company's 2000 Employee Stock Option and Incentive Plan, options
  covering a total of 1,154,750 shares of the Company's common stock in exchange
  for options covering an equal number of shares. Such options were granted with
  an exercise price of $2.1875 per share, being the closing price of the Company's
  common stock on the date of such grant. The Board of Directors approved an
  increase in the number of shares available for grant under the 2000 Employee
  Stock Option and Incentive Plan equal to the number of options granted in the
  exchange.
  
  EXHIBITS
  
       See Index to Exhibits, attached hereto.
  3
  
                                     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 Woburn, Massachusetts, on February 1, 2001.
  
                                     FAIRMARKET, INC.
  
                                     By:  /s/ Eileen Rudden
                                         -----------------------------------------
                                         Eileen Rudden
                                         President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
       Each person whose signature appears below constitutes and appoints Eileen
  Rudden and Lisa McGrath, and each of them, as his or her true and lawful
  attorney-in-fact and agent, with full power of substitution, for his or her and
  in her or his name, place and stead, in any and all capacities to sign any or
  all amendments or post-effective amendments to this registration statement (or
  any registration statement for the same offering that is to be effective upon
  filing pursuant to Rule 462(b) under the Securities Act) and to file the same,
  with all exhibits thereto and other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto said attorney-in-fact and
  agent full power and authority to do and perform each and every act and thing
  requisite and necessary to be done in and about the premises, as fully to all
  intents and purposes as she or he might or could do in person, hereby ratifying
  and confirming all that said attorney-in-fact and agent or his substitute may
  lawfully do or cause to be done by virtue hereof.
  
       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.
  Signature                               Title                                        Date
          ---------                               -----                                        ----
  /s/ Eileen Rudden                 President, Chief Executive Officer and
  EILEEN RUDDEN                     Director (Principal
                                    Executive Officer)                                   February 1, 2001
  
  /s/ Janet Smith                   Chief Financial Officer
  JANET SMITH                       (Principal Financial and Accounting Officer)         February 1, 2001
  
  /s/ Scott T. Randall              Chairman, Director and
  SCOTT T. RANDALL                  Chairman of the Board of Directors                   February 1, 2001
  
  /s/ Nanda Krish                   Director                                             February 1, 2001
  NANDA KRISH
  
  /s/ Richard Pallen                Director                                             February 1, 2001
  RICHARD PALLEN
  4
  
                                    EXHIBIT INDEX
  
  EXHIBIT
  NUMBER            DESCRIPTION
  ------            -----------
  
    3.1          Amended and Restated Certificate of Incorporation of the Company*
  
    3.4          Bylaws of the Company*
  
    5.1          Opinion of Goodwin Procter LLP
  
   23.1          Consent of PricewaterhouseCoopers LLP
  
   23.2          Consent of Goodwin Procter LLP (contained in Exhibit 5.1)
  
   24.1          Powers of attorney (see signature page)
  
  ------------
  * Incorporated by reference to the relevant exhibit to the FairMarket, Inc.
  Registration Statement on Form S-1 (SEC File No. 333-92677), as amended, as
  filed with the Securities and Exchange Commission.