content: <PAGE>   1
  
  
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 7, 2000
                                                           Registration No. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
  
                           ARROWPOINT COMMUNICATIONS, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
              DELAWARE                                          04-3364184
  (State or Other Jurisdiction of                            (I.R.S. Employer
  Incorporation or Organization)                          Identification Number)
  
  50 NAGOG PARK, ACTON, MA                                         02210
  (Address of Principal Executive Offices)                       (Zip Code)
  
  
                   1997 STOCK INCENTIVE PLAN (15,709,463 Shares)
                 2000 EMPLOYEE STOCK PURCHASE PLAN (400,000 Shares)
           2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN (300,000 Shares)
                              (Full Title of the Plan)
  
  
                                    CHIN-CHENG WU
                        CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                           ARROWPOINT COMMUNICATIONS, INC.
                                    50 NAGOG PARK
                                   ACTON, MA 01720
                       (Name and Address of Agent for Service)
  
                                   (978) 206-3000
            (Telephone Number, Including Area Code, of Agent for Service)
  
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  
  --------------------------------------------------------------------------------------------------------------------
                                                       Proposed              Proposed
            Title of                                    Maximum               Maximum
           Securities                                  Offering              Aggregate               Amount of
             to be                  Amount               Price               Offering              Registration
           Registered          to be Registered        Per Share               Price                   Fee
  --------------------------------------------------------------------------------------------------------------------
  
  <S>                          <C>                     <C>                 <C>                       <C>
  Common Stock, $.001         16,409,463 shares         $99.85(1)          $1,638,484,881(1)         $432,560
  par value
  --------------------------------------------------------------------------------------------------------------------
  </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 as reported by Nasdaq National Market on
           April 4, 2000.
  
  
  
  
  <PAGE>   2
  
  
  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 Registrant's 1997 Stock Incentive Plan,
  2000 Employee Stock Purchase Plan and/or 2000 Non-Employee Director Stock Option
  Plan pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (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 of the
           Registrant, $.001 par value per share (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.
  
  
           Item 4.  DESCRIPTION OF SECURITIES
  
                    Not applicable.
  
  
           Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
                    The legality of the Common Stock being offered hereby will be
  passed upon for the registrant by Hale and Dorr LLP, Boston, MA. H&D Investments
  97, a fund affiliated with Hale and Dorr LLP, owns 9,802 shares of the
  Registrant's Common Stock.
  
  
                                        -2-
  <PAGE>   3
  
           Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
  
  The Delaware General Corporation Law and the Registrant's Certificate of
  Incorporation provide for indemnification of the Registrant's directors and
  officers for liabilities and expenses that they may incur in such capacities. In
  general, directors and officers are indemnified with respect to actions taken in
  good faith in a manner reasonably believed to be in, or not opposed to, the best
  interests of the Registrant and, with respect to any criminal action or
  proceeding, actions that the indemnitee had no reasonable cause to believe were
  unlawful.
  
  In addition, the Registrant has purchased a directors and officers liability
  insurance policy.
  
  
  
  
                                        -3-
  <PAGE>   4
  
           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
  
                    1.       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 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.
  
  
                                        -4-
  <PAGE>   5
  
                             (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.
  
                    2.       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.
  
                    3.       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 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 Acton, Massachusetts on April 5, 2000.
  
                                         ARROWPOINT COMMUNICATIONS, INC.
  
  
  
                                         By: /s/ Cynthia M. Deysher
                                             ---------------------------------
                                             Cynthia M. Deysher
                                             Chief Financial Officer
  
           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/ Chin-Cheng Wu                               Chairman of the Board of                      April 5, 2000
  -----------------------------                   Directors, Chief Executive
  Chin-Cheng Wu                                   Officer (Principal Executive
                                                  Officer)
  
  /s/ Cynthia M. Deysher                          Chief Financial Officer                       April 5, 2000
  -----------------------------                   (Principal Financial and
  Cynthia M. Deysher                              Accounting Officer)
  
  /s/ Edward T. Anderson                          Director                                      April 5, 2000
  -----------------------------
  Edward T. Anderson
  
  /s/ James A. Dolce, Jr.                         Director                                      April 5, 2000
  -----------------------------
  James A. Dolce, Jr.
  
  /s/ Paul J. Ferri                               Director                                      April 5, 2000
  -----------------------------
  Paul J. Ferri
  
  /s/ Louis J. Volpe                              Director                                      April 5, 2000
  -----------------------------
  Louis J. Volpe
  </TABLE>
  
  
                                        -6-
  <PAGE>   7
  
  
                                    EXHIBIT INDEX
  
  
   Exhibit
   Number                             Description
   -------                            -----------
  
     4.1 (1)        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 Arthur Andersen LLP
  
  
  
  
  
  
  
  
  
  
  
  (1)      Incorporated herein by reference from the Registrant's Registration
           Statement on Form S-1, as amended (File No. 333-95509).
  
  
                                        -7-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "ARROWPOINT COMMUNICATIONS", "secsgml_size_bytes": 14751}]
metadata_filer: {"company-data": {"conformed-name": "ARROWPOINT COMMUNICATIONS INC", "cik": "0001039198", "assigned-sic": "7370", "irs-number": "043364184"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34228", "film-number": "595370"}, "business-address": {"street1": "235 LITTLETON RD", "city": "WESTFORD", "state": "MA", "zip": "01886"}, "mail-address": {"street1": "50 NAGOG PARK", "city": "ACTON", "state": "MA", "zip": "01720"}}
text: 1
  
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 7, 2000
                                                           Registration No. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                           ARROWPOINT COMMUNICATIONS, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
              DELAWARE                                          04-3364184
  (State or Other Jurisdiction of                            (I.R.S. Employer
  Incorporation or Organization)                          Identification Number)
  
  50 NAGOG PARK, ACTON, MA                                         02210
  (Address of Principal Executive Offices)                       (Zip Code)
  
                   1997 STOCK INCENTIVE PLAN (15,709,463 Shares)
                 2000 EMPLOYEE STOCK PURCHASE PLAN (400,000 Shares)
           2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN (300,000 Shares)
                              (Full Title of the Plan)
  
                                    CHIN-CHENG WU
                        CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                           ARROWPOINT COMMUNICATIONS, INC.
                                    50 NAGOG PARK
                                   ACTON, MA 01720
                       (Name and Address of Agent for Service)
  
                                   (978) 206-3000
            (Telephone Number, Including Area Code, of Agent for Service)
  
                           CALCULATION OF REGISTRATION FEE
  --------------------------------------------------------------------------------------------------------------------
                                                       Proposed              Proposed
            Title of                                    Maximum               Maximum
           Securities                                  Offering              Aggregate               Amount of
             to be                  Amount               Price               Offering              Registration
           Registered          to be Registered        Per Share               Price                   Fee
  --------------------------------------------------------------------------------------------------------------------
  Common Stock, $.001         16,409,463 shares         $99.85(1)          $1,638,484,881(1)         $432,560
  par value
  --------------------------------------------------------------------------------------------------------------------
  (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 as reported by Nasdaq National Market on
           April 4, 2000.
  2
  
  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 Registrant's 1997 Stock Incentive Plan,
  2000 Employee Stock Purchase Plan and/or 2000 Non-Employee Director Stock Option
  Plan pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (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 of the
           Registrant, $.001 par value per share (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.
  
           Item 4.  DESCRIPTION OF SECURITIES
  
                    Not applicable.
  
           Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
                    The legality of the Common Stock being offered hereby will be
  passed upon for the registrant by Hale and Dorr LLP, Boston, MA. H&D Investments
  97, a fund affiliated with Hale and Dorr LLP, owns 9,802 shares of the
  Registrant's Common Stock.
  
                                        -2-
  3
  
           Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
  The Delaware General Corporation Law and the Registrant's Certificate of
  Incorporation provide for indemnification of the Registrant's directors and
  officers for liabilities and expenses that they may incur in such capacities. In
  general, directors and officers are indemnified with respect to actions taken in
  good faith in a manner reasonably believed to be in, or not opposed to, the best
  interests of the Registrant and, with respect to any criminal action or
  proceeding, actions that the indemnitee had no reasonable cause to believe were
  unlawful.
  
  In addition, the Registrant has purchased a directors and officers liability
  insurance policy.
  
                                        -3-
  4
  
           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
  
                    1.       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 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.
  
                                        -4-
  5
  
                             (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.
  
                    2.       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.
  
                    3.       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 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 Acton, Massachusetts on April 5, 2000.
  
                                         ARROWPOINT COMMUNICATIONS, INC.
  
                                         By: /s/ Cynthia M. Deysher
                                             ---------------------------------
                                             Cynthia M. Deysher
                                             Chief Financial Officer
  
           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/ Chin-Cheng Wu                               Chairman of the Board of                      April 5, 2000
  -----------------------------                   Directors, Chief Executive
  Chin-Cheng Wu                                   Officer (Principal Executive
                                                  Officer)
  
  /s/ Cynthia M. Deysher                          Chief Financial Officer                       April 5, 2000
  -----------------------------                   (Principal Financial and
  Cynthia M. Deysher                              Accounting Officer)
  
  /s/ Edward T. Anderson                          Director                                      April 5, 2000
  -----------------------------
  Edward T. Anderson
  
  /s/ James A. Dolce, Jr.                         Director                                      April 5, 2000
  -----------------------------
  James A. Dolce, Jr.
  
  /s/ Paul J. Ferri                               Director                                      April 5, 2000
  -----------------------------
  Paul J. Ferri
  
  /s/ Louis J. Volpe                              Director                                      April 5, 2000
  -----------------------------
  Louis J. Volpe
  -6-
  7
  
                                    EXHIBIT INDEX
  
   Exhibit
   Number                             Description
   -------                            -----------
  
     4.1 (1)        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 Arthur Andersen LLP
  
  (1)      Incorporated herein by reference from the Registrant's Registration
           Statement on Form S-1, as amended (File No. 333-95509).
  
                                        -7-