content: <PAGE>   1
  
       As filed with the Securities and Exchange Commission on March 14, 2000
                                                      Registration No. 333-_______
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                 ------------------
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                 ------------------
  
                                  NETSILICON, INC.
               (Exact Name of Registrant as specified in its charter)
  
  
  
              MASSACHUSETTS                                04-2826579
    (State or other jurisdiction of           (I.R.S. Employer Identification No.)
     incorporation or organization)
  
  
                       ---------------------------------------
                          411 WAVERLEY OAKS ROAD, BLDG. 227
                                  WALTHAM, MA 02454
                                   (781) 647-1234
                 (Address of Principal Executive Offices) (Zip Code)
  
                       ---------------------------------------
  
  
                                  NETSILICON, INC.
       AMENDED AND RESTATED 1998 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
                AMENDED AND RESTATED 1998 DIRECTOR STOCK OPTION PLAN
                              (Full title of the plan)
  
                       ---------------------------------------
  
                               CORNELIUS PETERSON VIII
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                  NETSILICON, INC.
                          411 WAVERLEY OAKS ROAD, BLDG. 227
                                  WALTHAM, MA 02454
                 (Name and Address of Agent for Service of Process)
  
                                   (781) 647-1234
            (Telephone Number, Including Area Code, of Agent For Service)
  
                       ---------------------------------------
  
                                      Copy to:
  
  
  
                             EDWIN L. MILLER, JR., ESQ.
                           TESTA, HURWITZ & THIBEAULT, LLP
                                   125 HIGH STREET
                             BOSTON, MASSACHUSETTS 02110
                                   (617) 248-7000
  
  ================================================================================
  <PAGE>   2
  
  
                           CALCULATION OF REGISTRATION FEE
  
  ================================================================================
  
  
  <TABLE>
  <CAPTION>
                                                                          Proposed
                                                                          Maximum        Proposed
                                                                          Offering        Maximum
  Title of Securities                                  Amount to be       Price Per      Aggregate              Amount of
  to be Registered                                     Registered          Share       Offering Price       Registration Fee(4)
  
  <S>                                                       <C>             <C>        <C>                      <C>
  Amended and Restated 1998 Incentive and                   2,957,728       $7.00(1)   $20,704,096.00           $5,465.88
  Non-qualified Stock Option Plan                               3,500      $10.75(1)       $37,625.00               $9.93
  COMMON STOCK (PAR VALUE $.01 PER SHARE)                       3,000      $11.75(1)       $35,250.00               $9.31
                                                               10,000      $12.44(1)      $124,400.00              $32.84
                                                               75,000      $12.88(1)      $966,000.00             $255.02
                                                               16,000      $13.13(1)      $210,080.00              $55.46
                                                                2,500      $13.25(1)       $33,125.00               $8.75
                                                                  750      $13.81(1)       $10,357.50               $2.73
                                                               60,000      $15.38(1)      $922,800.00             $243.62
                                                               13,500      $19.75(1)      $266,625.00              $70.39
                                                               32,050      $22.13(1)      $709,266.50             $187.25
                                                               28,000      $22.38(1)      $626,640.00             $165.43
                                                                  500      $22.75(1)       $11,375.00               $3.00
                                                               18,500      $29.50(1)      $545,750.00             $144.08
                                                               10,000      $32.06(1)      $320,600.00              $84.64
                                                               20,000      $34.13(1)      $682,600.00             $180.21
                                                            2,748,247      $30.75(2)   $84,508,595.25          $22,310.27
                                                                  725      $30.75(3)       $22,293.75               $5.89
  
  Amended and Restated 1998 Director Stock Option             125,000       $7.00(1)      $875,000.00             $231.00
  Plan                                                        675,000      $30.75(2)   $20,756,250.00           $5,479.65
  COMMON STOCK (PAR VALUE $.01 PER SHARE)
                                                            ---------                 ---------------  -------------------
                                                            6,800,000                    $132,368,729          $34,945.34
  </TABLE>
  
  
  
  (1)  All of these shares are issuable upon exercise of outstanding options with
       fixed exercise prices. Pursuant to Rule 457(h), the aggregate offering
       price and the fee have been calculated upon the basis of the price at which
       such options may be exercised.
  
  (2)  These shares are not subject to outstanding options. The price of $30.75
       per share, which is the average of the high and low prices reported on the
       Nasdaq National Market on March 7, 2000, is set forth solely for purposes
       of calculating the filing fee pursuant to Rule 457(c) and (h) and has been
       used for shares without a fixed exercise or purchase price.
  
  (3)  All of these shares are issued and outstanding and available for resale
       hereunder. The price of $30.75 per share, which is the average of the high
       and low prices reported on the Nasdaq National Market on March 7, 2000, is
       set forth solely for purposes of calculating the filing fee pursuant to
       Rule 457(c) and (h).
  
  (4)  Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
       amended.
  
  
  
  <PAGE>   3
  
  
                                       PART I
  
  
       A.    INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           The documents containing the information required by Part I of Form S-8
  will be sent or given to employees, directors or others as specified by Rule
  428(b)(1). In accordance with the rules and regulations of the Securities and
  Exchange Commission (the "Commission") and the instructions to Form S-8, such
  documents are not being filed with the Commission either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
       B.    REOFFER PROSPECTUS STATEMENT
  
           The materials that follow, up to but not including the page beginning
  Part II of this Registration Statement, constitute a Reoffer Prospectus prepared
  in accordance with the requirements of Part I of Form S-3 pursuant to General
  Instruction C to Form S-8. The Reoffer Prospectus may be utilized for
  reofferings and resales of up to 725 shares of common stock acquired by certain
  unnamed non-affiliates pursuant to NETsilicon, Inc.'s Amended and Restated 1998
  Incentive and Non-qualified Stock Option Plan.
  
  
  
  <PAGE>   4
  
  
                                 REOFFER PROSPECTUS
  
                                     725 SHARES
  
                                  NETSILICON, INC.
  
                                    COMMON STOCK
  
                             (PAR VALUE $0.01 PER SHARE)
  
                               -----------------------
  
  
           This reoffer prospectus relates to 725 shares of the common stock of
  NETsilicon, Inc., a Massachusetts corporation ("NETsilicon"), which may be sold
  from time to time by certain selling security holders of NETsilicon. These
  shares were issued pursuant to our Amended and Restated 1998 Incentive and
  Non-qualified Stock Option Plan. The selling security holders may sell the
  shares from time to time, subject to certain restrictions. NETsilicon will
  receive no proceeds from the sale of the shares.
  
           Our common stock is traded on the Nasdaq National Market under the
  symbol "NSIL." On March 10, 2000, the last reported sale price of our common
  stock on the Nasdaq National Market was $30.50 per share.
  
  
  
                                   ---------------
  
  
  
           INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
  BEGINNING ON PAGE 3.
  
                                   ---------------
  
  
  
           THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS
  HAVE NOT APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF THIS
  PROSPECTUS IS TRUTHFUL OR COMPLETE. IT IS ILLEGAL FOR ANY PERSON TO TELL YOU
  OTHERWISE.
  
                                   ---------------
  
               The date of this Reoffer Prospectus is March 14, 2000.
  
  
  
  <PAGE>   5
  
  
                                AVAILABLE INFORMATION
  
           This prospectus is part of the registration statement and does not
  contain all of the information included in the registration statement. Whenever
  a reference is made in this prospectus to any contract or other document of
  ours, the reference may not be complete, and you should refer to the exhibits
  that are a part of the registration statement for a copy of the contract or
  document.
  
           We have filed a registration statement on Form S-8 with the Securities
  and Exchange Commission in connection with this offering. In addition, we file
  annual, quarterly and current reports, proxy statements and other information
  with the Securities and Exchange Commission. You may read and copy the
  registration statement and any other documents we file at the Securities and
  Exchange Commission's Public Reference Room at 450 Fifth Street, N.W.,
  Washington, DC 20549. Please call the Securities and Exchange Commission at
  1-800-SEC-0330 for further information on the Public Reference Room. Our
  Securities and Exchange Commission filings are also available to the public at
  the Securities and Exchange Commission's Internet site at http://www.sec.gov.
  
           We will provide without charge to each person who is delivered a
  prospectus, if requested, a copy of any or all of the documents incorporated by
  reference herein (other than exhibits to those documents unless those exhibits
  are specifically incorporated by reference into those documents). Requests for
  copies should be directed to, NETsilicon, Inc., 411 Waverley Oaks Road, Bldg.
  227, Waltham, Massachusetts 02452 (telephone: (800) 243-2333).
  
  
  
                                         2
  <PAGE>   6
  
  
  
                                     NETSILICON
  
           NETsilicon, based in Waltham, Massachusetts, develops and markets
  semiconductor devices and software designed to meet the networking requirements
  of embedded systems. Customers incorporate our products into the design of
  embedded systems to provide them with the ability to communicate over
  standards-based local area networks, wide-area networks and the Internet,
  enabling the development of new embedded systems applications. We believe that
  we offer the first comprehensive products that, in conjunction with a physical
  interface and memory, encompass all of the hardware and software necessary to
  allow electronic devices incorporating embedded systems to communicate with
  other devices. We design our technology to have broad applicability and it
  therefore may add network functionality to many embedded systems. Our products
  are currently contained in a broad array of imaging products, including
  printers, scanners, fax machines, copiers and multi-function peripherals
  manufactured by over 20 manufacturers.
  
           Our principal offices are located at 411 Waverley Oaks Road, Bldg. 227,
  Waltham, Massachusetts 02452, and the our telephone number is (781) 647-1234.
  
  
                                    RISK FACTORS
  
           You should carefully consider the following risks before investing in
  our common stock. These are not the only risks facing our company. Additional
  risks may also impair our business operations. If any of the following risks
  come to fruition, our business, results of operations or financial condition
  could be materially adversely affected. In that case, the trading price of our
  common stock could decline, and you may lose all or part of your investment. You
  should also refer to the other information set forth in this prospectus, and
  incorporated by reference, including our financial statements and the
  accompanying notes.
  
           This prospectus contains certain "forward-looking statements"
  (statements that are not historical fact) based on our current expectations,
  assumptions, estimates and projections about our company and our industry. These
  forward-looking statements involve risks and uncertainties. Our actual results
  could differ materially from those anticipated in those forward-looking
  statements as a result of many factors, as more fully described in this section
  and elsewhere in this prospectus.
  
  WE HAVE A HISTORY OF LOSSES AND AN ACCUMULATED DEFICIT THAT MAKE FUTURE
  OPERATING RESULTS AND PROFITABILITY DIFFICULT TO PREDICT.
  
             We incurred net losses from continuing operations for the fiscal
  years ended January 31, 1997, 1998 and 1999. Although we were profitable in
  fiscal year 2000, there can be no assurance that we will be able to maintain
  profitability on a quarterly or annual basis in the future. In addition, revenue
  growth is not necessarily indicative of future operating results and there can
  be no assurance that we will be able to sustain revenue growth. We continue to
  invest significant financial resources in product development, marketing and
  sales, and a failure of such expenditures to result in significant increases in
  revenue could have a material adverse effect on us. Due to the limited history
  and undetermined market acceptance of our new products, the rapidly evolving
  nature of our business and markets, potential changes in product standards that
  significantly influence many of the markets for our products, the high level of
  competition in the industries in which we operate and the other factors
  described elsewhere in Risk Factors, there can be no assurance that our
  investment in these areas will result in increases in revenue or that any
  revenue growth that is achieved can be sustained. Our history of losses, coupled
  with the factors described under the Risk Factor "Potential Fluctuations in
  Operating Results," make future operating results difficult to predict. We
  
  
                                         3
  <PAGE>   7
  
  and our future prospects must be considered in light of the risks, costs and
  difficulties frequently encountered by emerging companies. As a result, there
  can be no assurance that we will be profitable in any future period.
  
  THE UNPREDICTABILITY OF OUR QUARTERLY RESULTS MAY ADVERSELY AFFECT THE TRADING
  PRICE OF OUR COMMON STOCK.
  
            Our net sales and operating results have in the past and may in the
  future fluctuate substantially from quarter to quarter and from year to year.
  These results have varied significantly due to a number of factors, including:
  
            -  market acceptance of and demand for our products and those of our
               customers;
  
            -  unanticipated delays or problems in the introduction of our
               products;
  
            -  the timing of large customer orders;
  
            -  the timing and success of our customers' development cycles;
  
            -   our ability to introduce new products in accordance with customer
                design requirements and design cycles;
  
            -   new product announcements or product introductions by us and our
                competitors;
  
            -   availability and cost of manufacturing sources for our products;
  
            -   the volume of orders that are received and can be filled in a
                quarter;
  
            -   the rescheduling or cancellation of orders by customers;
  
            -   changes in product mix;
  
            -   timing of "design wins" with our customers and related revenue;
                and
  
            -   changes in currency exchange rates.
  
  Our operating results could also be harmed by:
  
            -   the growth rate of markets into which we sell our products;
  
            -   changes in the mix of sales to customers and sales
                representatives;
  
            -   costs associated with protecting our intellectual property; and
  
            -   changes in product costs and pricing by us and our competitors.
  
  
            We budget expenses based in part on future revenue projections. We may
  be unable to adjust spending in a timely manner in response to any unanticipated
  declines in revenues.
  
            Delays or lost sales have been and could be caused by other factors
  beyond our control, including late deliveries by vendors of components. In the
  three months ended October 31, 1998, we experienced delays in the delivery of
  our product from Atmel Corporation.
  
            As a result of these and other factors, investors should not rely
  solely upon period-to-period comparisons of our operating results as an
  indication of future performance. It is likely that in some future period our
  operating results or business outlook will be below the expectations of
  securities analysts or
  
  
                                         4
  <PAGE>   8
  
  investors, which would likely result in a significant reduction in the market
  price of the shares of common stock.
  
  OUR FAILURE TO INCREASE SALES TO EMBEDDED SYSTEMS MANUFACTURERS WILL ADVERSELY
  AFFECT OUR FINANCIAL RESULTS.
  
            Our financial performance and future growth is dependent upon our
  ability to sell our products to embedded systems developers in various markets,
  including markets in which networking solutions for embedded systems have not
  historically been sold, such as the industrial automation equipment, data
  acquisition and test equipment, Internet devices and security equipment markets.
  A substantial portion of our recent development efforts have been directed
  toward the development of new products for markets that are new and rapidly
  evolving. There can be no assurance that
  
        -  the additional embedded systems markets targeted by us for our
           products and services will develop;
  
        -  developers within each market targeted by us will choose our
           products and services to meet their needs;
  
        -  we will successfully develop products to meet the industry-specific
           requirements of developers in our targeted markets or that design
           wins will result in significant sales; or
  
        -  developers in our targeted markets will gain market acceptance for
           their devices which incorporate our products.
  
            We have limited experience in designing our products to meet the
  requirements of developers in these industries. Moreover, our products and
  services have, to date, achieved limited acceptance in these industries.
  
  WE ARE DEPENDENT ON THE IMAGING MARKET FOR A LARGE PORTION OF OUR REVENUES.
  
            The imaging market has historically accounted for substantially all of
  our revenues. In the fiscal years ended January 31, 1998 and 1999, 100% and 95%,
  respectively, of our revenues were generated from customers in the imaging
  market. Our success has been and continues to be dependent on the continued
  growth and success of the imaging market. Many of our customers face competition
  from larger, more established companies which may exert competitive or other
  pressures on them. Any decline in sales to the imaging market would have a
  material adverse effect on our business, results of operations and financial
  condition.
  
            The imaging market is characterized by declining prices of existing
  products. Therefore, continual improvements in manufacturing efficiencies and
  the introduction of new products and enhancements to existing products are
  required for us to maintain our gross margins. In response to customer demands
  or competitive pressures, or to pursue new product or market opportunities, we
  may take certain pricing or marketing actions, such as price reductions or
  volume discounts. These actions could have a material adverse effect on us.
  
        A significant amount of our customers in the imaging market are
  headquartered in Japan. Our customers are subject to declines in their local
  economies, which have affected them from time to time in the past and may affect
  them in the future. The success of our customers affects their purchases from
  us.
  
  
                                          5
  <PAGE>   9
  
  OUR HIGHLY CONCENTRATED CUSTOMER BASE INCREASES THE POTENTIAL ADVERSE EFFECT ON
  US FROM THE LOSS OF ONE OR MORE CUSTOMERS.
  
            Our products have historically been sold into the imaging markets for
  use in products such as printers, scanners, fax machines, copiers and
  multi-function peripherals. This market is highly concentrated. Accordingly, our
  sales are derived from a limited number of customers, with the top five OEM
  customers accounting for 78% and 52% of total revenues for the six months ended
  July 31, 1999, and the fiscal year ended 1999, respectively. In particular,
  sales to Ricoh, Dimatech and Minolta each accounted for 39%, 15% and 11% of
  total revenues, respectively, for the six months ended July 31, 1999. Sales to
  Minolta and Kyocera accounted for 12% and 12% of total revenues, respectively,
  for the fiscal year ended January 31, 1999. We expect that a small number of
  customers will continue to account for a substantial portion of our total
  revenues for the foreseeable future. All of our sales are made on the basis of
  purchase orders rather than under long-term agreements, and therefore, any
  customer could cease purchasing our products at any time without penalty. The
  decision of any key customer to cease using our products or a material decline
  in the number of units purchased by a significant customer would have a material
  adverse effect on us.
  
  THE LONG AND VARIABLE SALES CYCLE FOR OUR PRODUCTS MAKE IT MORE DIFFICULT FOR US
  TO PREDICT OUR OPERATING RESULTS AND MANAGE OUR BUSINESS.
  
            The sale of our products typically involves a significant technical
  evaluation and commitment of capital and other resources by potential customers,
  as well as delays frequently associated with customers' internal procedures to
  deploy new technologies within their products and to test and accept new
  technologies. For these and other reasons, the sales cycle associated with our
  products is typically lengthy, lasting nine months or longer, and is subject to
  a number of significant risks, including customers' internal acceptance reviews,
  that are beyond our control. Because of the lengthy sales cycle and the large
  size of customer orders, if orders forecasted for a specific customer for a
  particular quarter are not realized in that quarter, our operating results for
  that quarter could be materially adversely affected.
  
  OUR RELATIVELY LOW LEVEL OF BACKLOG INCREASES THE POTENTIAL VARIABILITY OF OUR
  QUARTERLY OPERATING RESULTS.
  
            Our backlog at the beginning of each quarter typically is not
  sufficient to achieve expected sales for the quarter. To achieve our sales
  objectives, we are dependent upon obtaining orders during each quarter for
  shipment during that quarter. Furthermore, our agreements with our customers
  typically permit them to change delivery schedules. Non-imaging customers may
  cancel orders within specified time frames (typically 30 days or more prior to
  the scheduled shipment date under our policies) without significant penalty. Our
  customers have in the past built, and may in the future build, significant
  inventory in order to facilitate more rapid deployment of anticipated major
  products or for other reasons. Decisions by such customers to reduce their
  inventory levels have led and could lead to reductions in their purchases from
  us. These reductions, in turn, have caused and could cause adverse fluctuations
  in our operating results.
  
  OUR DEPENDENCE ON NEW PRODUCT DEVELOPMENT AND THE RAPID TECHNOLOGICAL CHANGE
  THAT CHARACTERIZES OUR INDUSTRY MAKE US SUSCEPTIBLE TO LOSS OF MARKET SHARE
  RESULTING FROM COMPETITORS' PRODUCT INTRODUCTIONS AND SIMILAR RISKS.
  
            The semiconductor and networking industries are characterized by
  rapidly changing technologies, evolving industry standards, frequent new product
  introductions, short product life cycles and rapidly changing customer
  requirements. The introduction of products embodying new technologies and the
  emergence of new industry standards can render existing products obsolete and
  unmarketable. Our future success will depend on our ability to enhance our
  existing products, to introduce new products to meet
  
  
                                         6
  <PAGE>   10
  
  changing customer requirements and emerging technologies, and to demonstrate the
  performance advantages and cost-effectiveness of our products over competing
  products. Any failure by us to modify our products to support new local-area
  network , or LAN, wide-area network, or WAN, and Internet technologies, or
  alternative technologies, or any failure to achieve widespread customer
  acceptance of such modified products could have a material adverse effect on us.
  We have been developing products based on the Linux operating system and on the
  Java programming language, and the failure of these products to achieve
  widespread acceptance could have a material adverse effect on us.
  
            We have in the past and may in the future experience delays in
  developing and marketing product enhancements or new products that respond to
  technological change, evolving industry standards and changing customer
  requirements. There can be no assurance that we will not experience difficulties
  that could delay or prevent the successful development, introduction and
  marketing of these products or product enhancements, or that our new products
  and product enhancements will adequately meet the requirements of the
  marketplace and achieve any significant or sustainable degree of market
  acceptance in existing or additional markets. Failure by us, for technological
  or other reasons, to develop and introduce new products and product enhancements
  in a timely and cost-effective manner would have a material adverse effect on
  us. In addition, the future introductions or announcements of products by us or
  one of our competitors embodying new technologies or changes in industry
  standards or customer requirements could render our then-existing products
  obsolete or unmarketable. There can be no assurance that the introduction or
  announcement of new product offerings by us or one or more of our competitors
  will not cause customers to defer the purchase of existing Company products.
  Such deferment of purchases could have a material adverse effect on us.
  
  OUR FAILURE TO EFFECTIVELY MANAGE PRODUCT TRANSITIONS COULD HAVE A MATERIAL
  ADVERSE EFFECT ON US.
  
            From time to time, we or our competitors may announce new products,
  capabilities or technologies that may replace or shorten the life cycles of our
  existing products. Announcements of currently planned or other new products may
  cause customers to defer or stop purchasing our products until new products
  become available. Furthermore, the introduction of new or enhanced products
  requires us to manage the transition from older product inventories and ensure
  that adequate supplies of new products can be delivered to meet customer demand.
  Our failure to effectively manage transitions from older products could have a
  material adverse effect on our business, results of operations and financial
  condition.
  
  OUR FAILURE TO COMPETE SUCCESSFULLY IN OUR HIGHLY COMPETITIVE MARKET COULD
  RESULT IN REDUCED PRICES AND LOSS OF MARKET SHARE.
  
            The markets in which we operate are intensely competitive and
  characterized by rapidly changing technology, evolving industry standards,
  declining average selling prices and frequent new product introductions. A
  number of companies offer products that compete with one or more elements of our
  products. We believe that the competitive factors affecting the market for our
  products include product performance, price and quality, product functionality
  and features, the availability of products for existing and future platforms,
  the ease of integration with other hardware and software components of the
  customer's products, and the quality of support services, product documentation
  and training. The relative importance of each of these factors depends upon the
  specific customer involved. There can be no assurance that we will be able to
  compete successfully against current and future competitors, or that competitive
  factors faced by us will not have a material adverse effect on us.
  
            We primarily compete with the internal development departments of
  large manufacturing companies that have developed their own networking
  solutions, as well as established developers of embedded systems software and
  chips such as Axis Communications, Echelon, Emulex, Hitachi, Integrated
  
  
                                         7
  <PAGE>   11
  
  Systems, Intel, Milan Technology, a division of Digi International, Motorola,
  Peerless Systems, Samsung and Wind River. In addition, we are aware of certain
  companies which have recently introduced products that address the markets
  targeted by us. We have experienced and expect to continue to experience
  increased competition from current and potential competitors, many of which have
  substantially greater financial, technical, sales, marketing and other
  resources, as well as greater name recognition and larger customer bases than
  us. In particular, established companies in the networking or semiconductor
  industries may seek to expand their product offerings by designing and selling
  products using competitive technology that could render our products obsolete or
  have a material adverse effect on our sales. Increased competition may result in
  further price reductions, reduced gross margins and loss of market share.
  
  WE DEPEND ON THIRD-PARTY SOFTWARE THAT WE USE UNDER LICENSES THAT MAY EXPIRE.
  
            We rely on certain software that we license from third parties,
  including software that is integrated with internally developed software and
  used in our products to perform key functions. Our material software license
  agreements are with Integrated Systems, which terminates only if we default
  under the agreement; with Novell, which is renewable annually at the option of
  both parties, and with Peerless Systems, which expires in 2004 and is subject to
  year-to-year renewals thereafter at the option of both parties. These
  third-party software licenses may not continue to be available to us on
  commercially reasonable terms, and the related software may not continue to be
  appropriately supported, maintained or enhanced by the licensors. The loss of
  licenses to use, or the inability of licensors to support, maintain, and enhance
  any of such software, could result in increased costs, delays or reductions in
  product shipments until equivalent software is developed or licensed, if at all,
  and integrated.
  
  WE DEPEND ON MANUFACTURING, ASSEMBLING AND PRODUCT TESTING RELATIONSHIPS AND ON
  LIMITED SOURCE SUPPLIERS, AND ANY DISRUPTIONS IN THESE RELATIONSHIPS MAY CAUSE
  DAMAGE TO OUR CUSTOMER RELATIONSHIPS.
  
            We do not have our own semiconductor fabrication assembly or testing
  operations or contract manufacturing capabilities. Instead, we rely upon
  independent contractors to manufacture our components, subassemblies, systems
  and products. Currently, all of our semiconductor devices are being
  manufactured, assembled and tested by Atmel Corporation in the United States,
  and we expect that we will continue to rely upon Atmel to manufacture, assemble
  and test a significant portion of our semiconductor devices in the future. We
  experienced delays in the receipt of semiconductor devices from Atmel which
  adversely affected our operating results in the three months ended October 31,
  1998. In addition, we recently experienced a delay in the introduction of one of
  our products due to a problem with Atmel's design tools. While we are in the
  process of qualifying other suppliers, any qualification and pre-production
  periods could be lengthy and may cause delays in providing products to customers
  in the event that the sole source supplier of the semiconductor devices fails to
  meet our requirements. For example, Atmel uses its manufacturing facilities for
  its own products as well as those it manufactures on a contract basis. There is
  no assurance that Atmel will have adequate capacity to meet the needs of its
  contract manufacturing customers. In addition, semiconductor manufacturers
  generally experience periodic constraints on their manufacturing capacity.
  
            We also rely upon limited-source suppliers for a number of other
  components used in our products. There can be no assurance that these
  independent contractors and suppliers will be able to meet our future
  requirements for manufactured products, components and subassemblies in a timely
  fashion. We generally purchase limited-source components under purchase orders
  and have no guaranteed supply arrangements with these suppliers. In addition,
  the availability of many of these components to us is dependent in part on our
  ability to provide our suppliers with accurate forecasts of our future
  requirements. Any extended interruption in the supply of any of the key
  components currently obtained from limited sources would
  
  
                                         8
  <PAGE>   12
  
  disrupt our operations and have a material adverse effect on our business,
  results of operations and financial condition.
  
            Delays or lost sales have been and could be caused by other factors
  beyond our control, including late deliveries by vendors of components, changes
  in implementation priorities or slower than anticipated growth in the market for
  networking solutions for embedded systems. During the three months ended October
  31, 1998, we experienced delays in the delivery of our product from Atmel
  Corporation. Such delays affected our ability to fill our orders to customers,
  negatively impacting our third quarter financial results. Operating results in
  the past have also been adversely affected by delays in receipt of significant
  purchase orders from customers. In addition, we have experienced delays as a
  result of the need to modify our products to comply with unique customer
  specifications. In general, the timing and magnitude of our revenues are highly
  dependent upon our achievement of design wins, the timing and success of our
  customers' development cycles, and our customers' product sales. Any of these
  factors could have a material adverse effect on our business, results of
  operations and financial condition.
  
  THE CYCLICALITY OF THE SEMICONDUCTOR INDUSTRY MAY RESULT IN SUBSTANTIAL
  PERIOD-TO-PERIOD FLUCTUATIONS.
  
            Our semiconductor devices provide networking capabilities for embedded
  systems. The semiconductor industry is highly cyclical and subject to rapid
  technological change and has been subject to significant economic downturns at
  various times, characterized by diminished product demand, accelerated erosion
  of average selling prices and production overcapacity. The semiconductor
  industry also periodically experiences increased demand and production capacity
  constraints. As a result, we may experience substantial period-to-period
  fluctuations in future operating results due to general semiconductor industry
  conditions, overall economic conditions or other factors.
  
  OUR ABILITY TO COMPETE COULD BE JEOPARDIZED IF WE ARE UNABLE TO PROTECT OUR
  INTELLECTUAL PROPERTY RIGHTS.
  
            Our ability to compete depends in part on our proprietary rights and
  technology. We have no patents and rely primarily on a combination of copyright
  and trademark laws, trade secrets, confidentiality procedures and contract
  provisions to protect our proprietary rights. We generally enter into
  confidentiality agreements with our employees, and sometimes with our customers
  and potential customers and limit access to the distribution of our software,
  hardware designs, documentation and other proprietary information. There can be
  no assurance that the steps taken by us in this regard will be adequate to
  prevent the misappropriation of our technology. While we have filed one patent
  application and plan to file various additional applications, such applications
  may be denied. Any patents, once issued, may be circumvented by our competitors.
  Furthermore, there can be no assurance that others will not develop technologies
  that are superior to ours. Despite our efforts to protect our proprietary
  rights, unauthorized parties may attempt to copy aspects of our products or to
  obtain and use information that we regard as proprietary. In addition, the laws
  of some foreign countries do not protect our proprietary rights as fully as do
  the laws of the United States. There can be no assurance that our means of
  protecting our proprietary rights in the United States or abroad will be
  adequate or that competing companies will not independently develop similar
  technology. Our failure to adequately protect our proprietary rights could have
  a material adverse effect on our business, results of operations and financial
  condition.
  
            We exclusively license the right to use the NET+ARM trademark from ARM
  Limited according to a royalty-free agreement expiring in 2008. We depend on ARM
  to enforce its rights to the trademark against third-party infringement. There
  can be no assurance that ARM will promptly and adequately enforce these rights
  which could have a material adverse effect on our business, results of
  operations and financial condition.
  
  
                                         9
  <PAGE>   13
  
  WE COULD BECOME SUBJECT TO CLAIMS AND LITIGATION REGARDING INTELLECTUAL PROPERTY
  RIGHTS, WHICH COULD SERIOUSLY HARM US AND REQUIRE US TO INCUR SIGNIFICANT COSTS.
  
            The semiconductor industry is characterized by frequent litigation
  regarding patent and other intellectual property rights. Although we have not
  been notified that our products infringe any third-party intellectual property
  rights, there can be no assurance that we will not receive such notification in
  the future. Any litigation to determine the validity of third-party infringement
  claims, whether or not determined in our favor or settled by us, would at a
  minimum be costly and divert the efforts and attention of our management and
  technical personnel from productive tasks, which could have a material adverse
  effect on our business, results of operations and financial condition. There can
  be no assurance that any infringement claims by third parties or any claims for
  indemnification by customers or end users of our products resulting from
  infringement claims will not be asserted in the future or that such assertions,
  if proven to have merit, will not materially adversely affect our business,
  results of operations or financial condition. In the event of an adverse ruling
  in any such matter, we would be required to pay substantial damages, cease the
  manufacture, use and sale of infringing products, discontinue the use of certain
  processes or be required to obtain a license under the intellectual property
  rights of the third party claiming infringement. There can be no assurance that
  a license would be available on reasonable terms or at all. Any limitations on
  our ability to market our products, or delays and costs associated with
  redesigning our products or payments of license fees to third parties, or any
  failure by us to develop or license a substitute technology on commercially
  reasonable terms could have a material adverse effect on our business, results
  of operations and financial condition.
  
  WE FACE RISKS ASSOCIATED WITH OUR INTERNATIONAL OPERATIONS AND EXPANSION THAT
  COULD IMPAIR OUR ABILITY TO GROW OUR REVENUES ABROAD.
  
            In the fiscal years ended January 31, 1998 and 1999, international
  sales constituted approximately 30% and 51% of our net sales, respectively, and
  approximately 31% and 46% of our domestic sales, respectively, were to customers
  headquartered in Asia. We believe that our future growth is dependent in part
  upon our ability to increase sales in international markets, and particularly to
  manufacturers located in Japan, which sell their products worldwide. These sales
  are subject to a variety of risks, including fluctuations in currency exchange
  rates, tariffs, import restrictions and other trade barriers, unexpected changes
  in regulatory requirements, longer accounts receivable payment cycles and
  potentially adverse tax consequences and export license requirements. In
  addition, we are subject to the risks inherent in conducting business
  internationally, including political and economic instability and unexpected
  changes in diplomatic and trade relationships. In particular, the economies of
  certain countries in the Asia-Pacific region are experiencing considerable
  economic instability and downturns. Because our sales to date have been
  denominated in United States dollars, increases in the value of the United
  States dollar could increase the price in local currencies of our products in
  non-US markets and make our products more expensive than competitors' products
  denominated in local currencies. In addition, an integral part of our business
  strategy is to form strategic alliances for the manufacture and distribution of
  our products with third parties, including foreign corporations. There can be no
  assurance that one or more of the factors described above will not have a
  material adverse effect on our business, results of operations and financial
  condition.
  
            We intend to expand our presence in Europe to address new markets. One
  change resulting from the formation of a European Economic and Monetary Union
  ("EMU") required EMU member states to irrevocably fix their respective
  currencies to a new currency, the euro, as of January 1, 1999. During the next
  three years, business in the EMU member states will be conducted in both the
  existing national currency such as the French franc or the Deutsche mark, and
  the euro. As a result, companies operating or conducting business in EMU member
  states will need to ensure that their financial and other software
  
  
                                         10
  <PAGE>   14
  
  systems are capable of processing transactions and properly handling these
  currencies, including the euro. There can be no assurance that the conversion to
  the euro will not have a material adverse effect on our business, results of
  operations and financial condition.
  
  IF WE LOSE KEY PERSONNEL IT COULD PREVENT US FROM EXECUTING OUR BUSINESS
  STRATEGY.
  
            Our business and prospects depend to a significant degree upon the
  continuing contributions of our executive officers and our key technical
  personnel. We do not have employment contracts with any of our key personnel,
  with the exception of our Vice President, Industrial Automation, Embedded
  Markets Europe and do not maintain any key-man life insurance policies.
  Competition for such personnel is intense, and there can be no assurance that we
  will be successful in attracting and retaining qualified personnel. Failure to
  attract and retain key personnel could result in our failure to execute our
  business strategy and have a material adverse effect on us.
  
  ANY FAILURE TO COMPLY WITH SIGNIFICANT REGULATIONS AND EVOLVING INDUSTRY
  STANDARDS COULD DELAY INTRODUCTION OF OUR PRODUCTS, WHICH COULD HURT OUR
  BUSINESS.
  
            The market for our products is subject to a significant number of
  communications regulations and industry standards, some of which are evolving as
  new technologies are deployed. In the United States, our products must comply
  with various regulations defined by the Federal Communications Commission and
  standards established by Underwriters' Laboratories. Some of our products may
  not comply with current industry standards, and this noncompliance must be
  addressed in the design of those products. Standards for networking are still
  evolving. As the standards evolve, we may be required to modify our products or
  develop and support new versions of our products. The failure of our products to
  comply or delays in compliance, with the various existing and evolving industry
  standards could delay introduction of our products, which could have a material
  adverse effect on our business, results of operations and financial condition.
  
  ANY MATERIAL PRODUCT DEFECTS COULD RESULT IN LOSS OF MARKET SHARE, DELAY OF
  MARKET ACCEPTANCE OR PRODUCT LIABILITY CLAIMS OR LOSSES.
  
            Complex products such as those offered by us may contain undetected or
  unresolved defects when first introduced or as new versions are released. The
  occurrence of material errors in the future could, and the failure or inability
  to correct such errors would, result in the loss of market share, the delay or
  loss of market acceptance of our products, material warranty expense, diversion
  of engineering and other resources from our product development efforts, the
  loss of credibility with our customers or product recall. The use of our
  products for applications in devices that interact directly with the general
  public, where the failure of the embedded system could cause property damage or
  personal injury, could expose us to significant product liability claims.
  Although we have not experienced any product liability or economic loss claims
  to date, the sale and support of our products may entail the risk of such
  claims. Any of such occurrences could have a material adverse effect upon our
  business, results of operations and financial condition.
  
  IF WE DO NOT SUCCESSFULLY MANAGE OUR GROWTH, IT COULD HAVE A MATERIAL ADVERSE
  EFFECT ON US.
  
            We have limited internal infrastructure and any significant growth
  would place a substantial strain on our financial and management personnel and
  information systems and controls. Such growth would require us to implement new
  and enhance existing financial and management information systems and controls
  and add and train personnel to operate such systems effectively. Our intention
  to continue to pursue our growth strategy through efforts to increase sales of
  existing products and new products can be expected to place even greater
  pressure on our existing personnel and compound the need for increased
  personnel,
  
  
                                         11
  <PAGE>   15
  
  expanded information systems, and additional financial and administrative
  control procedures. There can be no assurance that we will be able to
  successfully manage expanding operations. Our inability to manage our expanded
  operations effectively could have a material adverse effect on our business,
  results of operations and financial condition.
  
  A SUBSTANTIAL NUMBER OF SHARES OF OUR COMMON STOCK COULD BE SOLD INTO THE PUBLIC
  MARKET, WHICH COULD DEPRESS OUR STOCK PRICE.
  
            Sales of a substantial number of shares of common stock in the public
  market could adversely affect the market price for our common stock and reported
  earnings per share and could make it more difficult for us to raise funds
  through equity offerings in the future.
  
            Subject to applicable federal and securities laws and the restrictions
  set forth below, after completion of the offering, Osicom may sell any and all
  of the shares of common stock beneficially owned by it or distribute any or all
  such shares of common stock to its stockholders. Sales or distributions by
  Osicom of substantial amounts of common stock in the public market or to its
  stockholders, or the perception that such sales or distribution could occur,
  could adversely affect the prevailing market prices for the common stock. Osicom
  is not subject to any obligation to retain its shares in NETsilicon, except that
  in connection with our initial public offering, Osicom agreed not to sell or
  otherwise dispose of any shares of common stock for a period of 365 days after
  September 15, 1999, without the prior written consent of CIBC World Markets
  Corp. As a result, there can be no assurance concerning the period of time
  during which Osicom will maintain its beneficial ownership of common stock owned
  by it following the offering. Moreover, there can be no assurance that, in any
  transfer by Osicom of a controlling interest in us, any holders of common stock
  will be able to participate in such transaction or will realize any premium with
  respect to their shares of common stock.
  
            Upon the completion of this offering, we will have outstanding
  13,537,500 shares of common stock, based on the number of shares of common stock
  outstanding as of January 31, 2000 and no exercise of outstanding options or
  warrants.
  
            No other significant shares of common stock are outstanding. At
  January 31, 2000, we had granted options to purchase an aggregate of 3,320,778
  shares of common stock to over 136 persons. Of these options, 378,516 were
  exercisable as of January 31, 2000, with additional vesting to occur from time
  to time.
  
  ANY ACQUISITIONS WE MAKE COULD DISRUPT OUR BUSINESS AND SERIOUSLY HARM OUR
  FINANCIAL CONDITION.
  
            We intend to consider investments in complementary companies, products
  or technologies. While we have no current agreements to do so, we may buy
  businesses, products or technologies in the future. In the event of any future
  purchases, we could:
  
            -  issue stock that would dilute our current stockholders' percentage
               ownership;
  
            -  incur debt;
  
            -  assume liabilities;
  
            -  incur amortization expenses related to goodwill and other
               intangible assets; or
  
            -  incur large and immediate write-offs.
  
  Our operation of any acquired business will also involve numerous risks,
  including:
  
  
                                         12
  <PAGE>   16
  
            -  problems combining the purchased operations, technologies or
               products;
  
            -  unanticipated costs;
  
            -  diversion of management's attention from our core business;
  
            -  adverse effects on existing business relationships with suppliers
               and customers;
  
            -  risks associated with entering markets in which we have no or
               limited prior experience; and
  
            -  potential loss of key employees, particularly those of the
               purchased organizations.
  
            We cannot assure you that we will be able to successfully integrate
  any businesses, products, technologies or personnel that we might acquire in the
  future and any failure to do so could disrupt our business and seriously harm
  our financial condition.
  
  BECAUSE THE NASDAQ NATIONAL MARKET IS LIKELY TO EXPERIENCE EXTREME PRICE AND
  VOLUME FLUCTUATIONS, THE PRICE OF OUR COMMON STOCK MAY DECLINE.
  
            The market price of our shares is likely to be highly volatile and
  could be subject to wide fluctuations in response to numerous factors, including
  the following:
  
            -  actual or anticipated variations in our quarterly operating results
               or those of our competitors;
  
            -  announcements by us or our competitors of new products or
               technological innovations;
  
            -  introduction and adoption of new industry standards;
  
            -  changes in financial estimates or recommendations by securities
               analysts;
  
            -  changes in the market valuations of our competitors;
  
            -  announcements by us or our competitors of significant acquisitions
               or partnerships; and
  
            -  sales of our common stock.
  
  
            Many of these factors are beyond our control and may negatively impact
  the market price of our common stock, regardless of our performance. In
  addition, the stock market in general, and the market for technology companies
  in particular, has been highly volatile. Our common stock may not trade at the
  same levels of shares as that of other technology companies and shares of
  technology companies, in general, may not sustain their current market prices.
  In the past, securities class action litigation has often been brought against a
  company following periods of volatility in the market price of its securities.
  We may be the target of similar litigation in the future. Securities litigation
  could result in substantial costs and divert management's attention and
  resources, which could seriously harm our business and operating results.
  
  PROVISIONS OF OUR CHARTER DOCUMENTS MAY HAVE ANTI-TAKEOVER EFFECTS THAT COULD
  PREVENT A CHANGE OF CONTROL.
  
            Provisions of our amended and restated certificate of incorporation
  and bylaws could make it more difficult for a third party to acquire us, even if
  doing so would be beneficial to our stockholders.
  
  
                                         13
  <PAGE>   17
  
                                   USE OF PROCEEDS
  
            NETsilicon will not receive any proceeds from the sale of shares by
  the selling security holders. See "Selling Security Holders" and "Plan of
  Distribution."
  
                              SELLING SECURITY HOLDERS
  
            This prospectus relates to 725 shares of our common stock issued in
  the aggregate to certain unnamed security holders under our Amended and Restated
  1998 Incentive and Non-qualified Stock Option Plan. These selling security
  holders each own less than 1,000 shares of common stock and are not affiliates
  of NETsilicon. Since the selling security holders may sell all, some or none of
  their shares pursuant to this prospectus, we cannot estimate the actual number
  of shares of common stock that they might sell or the aggregate number or
  percentage of shares of our common stock that they will own upon completion of
  this offering. See "Plan of Distribution."
  
                                PLAN OF DISTRIBUTION
  
            The shares of our common stock offered hereby may be sold from time to
  time by the selling security holders for each of their own account, subject to
  certain restrictions. NETsilicon will receive no proceeds from this offering.
  The selling security holders will pay or assume brokerage commissions or other
  charges and expenses incurred in the sale of the shares.
  
            The selling security holders' sale of their shares is not currently
  subject to any underwriting agreement. The shares covered by this prospectus may
  be sold by the selling security holders or by pledgees, donees, transferees,
  distributees or other successors in interest of the selling security holders
  from time to time. The selling security holders may sell their shares from time
  to time at fixed prices that may be changed, at market prices prevailing at the
  time of sale, at prices related to prevailing market prices or at negotiated
  prices. Sales may be effected in the over-the-counter market, on the National
  Association of Securities Dealers Automated Quotation System, on the Nasdaq
  National Market, or on any exchange on which the shares may then be listed. The
  selling security holders may sell the shares by one or more of the following:
  (a) in one or more block trades in which a broker or dealer so engaged will
  attempt to sell all or a portion of the shares held by the selling security
  holders as agent but may position and resell a portion of the block as principal
  to facilitate the transaction; (b) through purchases by a broker or dealer as
  principal and resale by such broker or dealer for its account pursuant to this
  prospectus; (c) in ordinary brokerage transactions and transactions in which the
  broker solicits purchasers; (d) in negotiated transactions; and (e) through
  other means.
  
            The selling security holders may effect these transactions by selling
  shares to or through broker-dealers, and those broker-dealers may receive
  compensation in the form of underwriting discounts, concessions, commissions, or
  fees from the selling security holders and/or purchasers of the shares for whom
  such broker-dealers may act as agent or to whom they may sell as principal, or
  both (which compensation to a particular broker-dealer might be in excess of
  customary commissions). These broker-dealers and the selling security holders
  may be deemed to be "underwriters" within the meaning of the Securities Act, in
  connection with those sales, and any commissions received by them and any profit
  on the resale of shares placed by them might be deemed to be underwriting
  compensation.
  
            Any shares of our common stock covered by this Prospectus that qualify
  for sale pursuant to Rule 144 under the Securities Act may be sold under Rule
  144 rather than pursuant to this Prospectus. The selling security holders are
  not restricted as to the price or prices at which they may sell their shares.
  Sales of shares of common stock at less than the market prices may depress the
  market price of our
  
  
                                         14
  <PAGE>   18
  
  common stock. The selling security holders are restricted as to the number of
  shares which may be sold at any one time. In addition, the selling security
  holders may decide not to sell all, none or a portion of their shares.
  
            We have informed the selling security holders that the
  anti-manipulation rules under the Exchange Act (including, without limitation,
  Rule 10b-5 and Regulation M - Rule 102) may apply to sales in the market and we
  will furnish the selling security holders upon request with a copy of these
  Rules. We will also inform the selling security holders of the need for delivery
  of copies of this prospectus.
  
            American Stock Transfer and Trust Company, 40 Wall Street, New York,
  New York, 10005, is the transfer agent for our common stock.
  
                                    LEGAL MATTERS
  
            Certain legal matters with respect to the issuance of the shares of
  common stock offered hereby will be passed upon for NETsilicon by Testa, Hurwitz
  & Thibeault, LLP, Boston, Massachusetts.
  
                                       EXPERTS
  
            The financial statements incorporated by reference in this prospectus
  have been audited by BDO Seidman, LLP, independent certified public accountants,
  to the extent and for the periods set forth in their report incorporated by
  reference herein, and are incorporated herein in reliance upon such report,
  given upon the authority of said firm as an expert in accounting and auditing.
  
                  INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
  
            The following documents filed by us with the Commission pursuant to
  the Exchange Act are incorporated in this prospectus by reference (File No.
  000-26761):
  
            1.      NETsilicon's Prospectus filed September 15, 1999 pursuant to
                    Rule 424(b)(1) of the Securities Act of 1933, as amended (the
                    "Securities Act").
  
            2.      NETsilicon's Quarterly Report on Form 10-Q for the Period
                    ended October 31, 1999.
  
            3.      The description of NETsilicon's Common Stock, $.01 par value
                    per share, contained in the section entitled "Description of
                    Capital Stock" contained in NETsilicon's Registration
                    Statement on Form S-1 (File No. 333-62231), including any
                    amendment or report filed for the purpose of updating that
                    description.
  
            All documents subsequently filed by NETsilicon pursuant to Section
  13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the end of the offering
  of the shares, shall be deemed incorporated by reference in this prospectus and
  made a part hereof from the date of filing of those documents. Any statement
  contained in a document incorporated or deemed incorporated by reference in this
  prospectus shall be deemed modified or superseded for purposes of this
  prospectus to the extent that a statement contained herein or in any other
  subsequently filed document which also is or is deemed incorporated by reference
  herein or in any prospectus supplement modifies or supersedes that statement.
  Any statement so modified or superseded shall not be deemed, except as so
  modified or superseded, to constitute a part of this prospectus.
  
  
                                         15
  <PAGE>   19
  
  ================================================================================
  
  You should rely only on the information contained in this prospectus. We have
  not authorized anyone to provide you with information different from that
  contained in this prospectus. The selling security holders are offering to sell,
  and seeking offers to buy, shares of Common Stock only in jurisdictions where
  offers and sales are permitted. The information contained in this prospectus is
  accurate only as of the date of this prospectus, regardless of the time of
  delivery of this prospectus or of any sale of the Common Stock. In this
  prospectus, references to "NETsilicon," "we," "our" and "us" refer to
  NETsilicon, Inc.
  
       --------------------
  
                 TABLE OF CONTENTS
                                                 Page
                                                 ----
  
  Available Information ......................     2
  NETsilicon..................................     3
  Risk Factors ...............................     3
  Use of Proceeds ............................    14
  Selling Security Holder.....................    14
  Plan of Distribution .......................    14
  Legal Matters ..............................    15
  Experts ....................................    15
  Incorporation of Certain Information
    by Reference..............................    15
  
  
  ================================================================================
  
  
  
  
                                     725 SHARES
  
  
  
  
  
  
                                [NETSILICON GRAPHIC]
  
                                  NETSILICON, INC.
  
  
                                     725 SHARES
  
  
                                    COMMON STOCK
  
  
  
                                   ---------------
  
                                       REOFFER
                                     PROSPECTUS
  
                                   ---------------
  
  
  
  
                                   March 14, 2000
  
  
  
  
  ================================================================================
  <PAGE>   20
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed with the Commission are incorporated by
  reference in this Registration Statement:
  
  (a)      Registrant's Prospectus dated September 15, 1999, as filed with the
           Commission pursuant to Rule 424(b)(1) of the Securities Act of 1933, as
           amended (the "Securities Act"), on September 15, 1999;
  
  (b)      All other reports filed pursuant to Section 13(a) or 15(d) of the
           Securities Exchange Act of 1934 (the "Exchange Act") since the end of
           the fiscal year covered by the registrant document referred to in (a)
           above.
  
  (c)      The section entitled "Description of Registrant's Securities to be
           Registered" contained in the Registrant's Registration Statement on
           Form 8-A (File No. 000-26761) filed on July 20, 1999 pursuant to
           Section 12(g) of the Exchange Act.
  
           All documents subsequently filed with the Commission by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered herein have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference in this Registration
  Statement and to be a part thereof from the date of filing of such documents.
  
  Item 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Restated Articles of Organization and the Amended and Restated
  By-Laws of the Company provide for indemnification of the Company's directors
  and officers unless such indemnification is prohibited by the Massachusetts
  Business Corporation Law. The Massachusetts Business Corporation Law generally
  permits indemnification of the Company's directors and officers for liabilities
  and expenses that they may incur in such capacities, except with respect to any
  matter that the indemnified person shall have been adjudicated in any proceeding
  not to have acted in good faith in the reasonable belief that his or her action
  was in the best interest of the Company. Reference is made to the Registrant's
  Restated Articles of Organization filed as Exhibit 3.1 to the Registrant's
  Registration Statement on Form S-1 (File No. 333-62231) and the Registrant's
  Amended and Restated By-Laws filed as Exhibit 3.3 to the Registrant's
  Registration Statement on Form S-1 (File No. 333-62231).
  
  
                                        II-1
  <PAGE>   21
  
           The underwriting agreement, dated September 15, 1999, by and between
  the Registrant and the underwriters listed therein provides that the
  underwriters are obligated, under certain circumstances, to indemnify directors,
  officers and controlling persons of the Registrant against certain liabilities,
  including liabilities under the Securities Act. Reference is made to the Form of
  Underwriting Agreement filed as Exhibit 1.1 to the Registrant's Registration
  Statement on Form S-1 (File No. 333-62231).
  
           The Registrant has in effect a directors' and officers' insurance
  policy.
  
  Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           NETsilicon issued an aggregate of 725 shares of common stock to certain
  unnamed nonaffiliated security holders under the Amended and Restated 1998
  Incentive and Non-qualified Stock Option Plan. These issuances were exempt from
  registration under Section 4(2) of the Securities Act.
  
  Item 8.  EXHIBITS.
  
  Exhibit No.                              Description of Exhibit
  -----------                              ----------------------
  
   4.1          Restated Articles of Organization (filed as Exhibit 3.1 to the
                Registrant's Registration Statement on Form S-1 (File No.
                333-62231) and incorporated herein by reference)
  
   4.2          Amended and Restated By-Laws of the Registrant (filed as Exhibit
                3.3 to the Registration Statement on Form S-1 (File No. 333-62231)
                and incorporated herein by reference)
  
   4.3          NETsilicon, Inc. Amended and Restated 1998 Incentive and
                Non-qualified Stock Option Plan
  
   4.4          NETsilicon, Inc. Amended and Restated 1998 Director Stock Option
                Plan
  
   5.1          Opinion of Testa, Hurwitz & Thibeault, LLP
  
  23.1          Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
                5.1)
  
  23.2          Consent of BDO Seidman, LLP
  
  24.1          Power of Attorney (included as part of the signature page of this
                Registration Statement)
  
  
  Item 9.  UNDERTAKINGS.
  
  
           (a)      The undersigned Registrant hereby undertakes:
  
                    (1)    To file, during any period in which offers or sales are
                    being made, a post-effective amendment to this registration
                    statement:
  
  
                                        II-2
  <PAGE>   22
  
                             (i)      To include any prospectus required by
                             Section 10(a)(3) of the Securities Act of 1933;
  
                             (ii)     To reflect in the prospectus any facts or
                             events arising after the effective date of the
                             registration statement (or the most recent
                             post-effective amendment thereof) which, individually
                             or in the aggregate, represent a fundamental change
                             in the information set forth in the registration
                             statement. Notwithstanding the foregoing, any
                             increase or decrease in volume of securities offered
                             (if the total dollar value of securities offered
                             would not exceed that which was registered) and any
                             deviation from the low or high end of the estimated
                             maximum offering range may be reflected in the form
                             of prospectus filed with the Commission pursuant to
                             Rule 424(b) if, in the aggregate, the changes in
                             volume and price represent no more than a 20 percent
                             change in the maximum aggregate offering price set
                             forth in the "Calculation of Registration Fee" table
                             in the effective registration statement;
  
                             (iii)    To include any material information with
                             respect to the plan of distribution not previously
                             disclosed in the registration statement or any
                             material change to such information in the
                             registration statement;
  
                             provided, however, that paragraphs (a)(1)(i) and
                             (a)(1)(ii) do not apply if the information required
                             to be included in a post-effective amendment by those
                             paragraphs is contained in periodic reports filed
                             with or furnished to the Commission by the Registrant
                             pursuant to Section 13 or Section 15(d) of the
                             Securities Exchange Act of 1934 that are incorporated
                             by reference in the Registration Statement.
  
                    (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.
  
                    (4)      If the registrant is a foreign private issuer, to
                    file a post-effective amendment to the registration statement
                    to include any financial statements required by Rule 3-19 of
                    this chapter at the start of any delayed offering or
                    throughout a continuous offering. Financial statements and
                    information otherwise required by Section 10(a)(3) of the Act
                    need not be furnished, provided, that the registrant includes
                    in the prospectus, by means of a post-effective amendment,
                    financial statements required pursuant to this paragraph
                    (a)(4) and other information necessary to ensure that all
                    other information in the prospectus is at least as current as
                    the date of those financial statements. Notwithstanding the
                    foregoing, with respect to registration statements on Form
                    F-3, a post-effective amendment need not be filed to include
                    financial statements and information required by Section
                    10(a)(3) of the Act or Rule 3-19 of this chapter if such
                    financial statements and information are contained in periodic
                    reports filed with or furnished to the Commission by the
                    registrant pursuant to Section 13 or Section 15(d) of the
                    Securities Exchange Act of 1934 that are incorporated by
                    reference in the Form F-3.
  
  
                                        II-3
  <PAGE>   23
  
           (b)      The undersigned Registrant hereby undertakes that, for
           purposes of determining any liability under the Securities Act of 1933,
           each filing of the Registrant's annual report pursuant to Section 13(a)
           or Section 15(d) of the Securities Exchange Act of 1934 (and, where
           applicable, each filing of an employee benefit plan's annual report
           pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
           is incorporated by reference in the registration statement shall be
           deemed to be a new registration statement relating to the securities
           offered therein, and the offering of such securities at that time shall
           be deemed to be the initial bona fide offering thereof.
  
           (c)      Insofar as indemnification for liabilities arising under the
           Securities Act of 1933 may be permitted to directors, officers and
           controlling persons of the Registrant pursuant to the foregoing
           provisions, or otherwise, the Registrant has been advised that in the
           opinion of the Securities and Exchange Commission such indemnification
           is against public policy as expressed in the Act and is, therefore,
           unenforceable. In the event that a claim for indemnification against
           such liabilities (other than the payment by the Registrant of expenses
           incurred or paid by a director, officer or controlling person of the
           Registrant in the successful defense of any action, suit or proceeding)
           is asserted by such director, officer or controlling person in
           connection with the securities being registered, the Registrant will,
           unless in the opinion of its counsel the matter has been settled by
           controlling precedent, submit to a court of appropriate jurisdiction
           the question whether such indemnification by it is against public
           policy as expressed in the Act and will be governed by the final
           adjudication of such issue.
  
  
                                        II-4
  <PAGE>   24
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Waltham in the State of Massachusetts, on this 13th
  day of March, 2000.
  
                                      NETsilicon, Inc.
  
  
                                      By: /s/ Cornelius Peterson VIII
                                          ---------------------------
                                            Cornelius Peterson VIII
                                            President and Chief Executive Officer
  
  
                          POWER OF ATTORNEY AND SIGNATURES
  
           We, the undersigned officers and directors of NETsilicon, Inc., hereby
  severally constitute and appoint Cornelius Peterson VIII and Daniel J. Sullivan,
  and each of them singly, our true and lawful attorneys, with full power to them
  and each of them singly, to sign for us in our names in the capacities indicated
  below, any amendments to this Registration Statement on Form S-8 (including
  post-effective amendments), and to file the same, with all exhibits thereto and
  other documents in connection therewith, with the Securities and Exchange
  Commission, and generally to do all things in our names and on our behalf in our
  capacities as officers and directors to enable NETsilicon, Inc., to comply with
  the provisions of the Securities Act of 1933, as amended, hereby ratifying and
  confirming our signatures as they may be signed by our said attorneys, or any of
  them, to said Registration Statement and all amendments thereto.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  
  <TABLE>
  <CAPTION>
  
               SIGNATURE                                       TITLE                                  DATE
  
  <S>                                   <C>                                                      <C>
  /s/ Cornelius Peterson VIII           President, Chief Executive Officer and                   March 13, 2000
  ------------------------------------- Director (Principal Executive Officer)
  Cornelius Peterson VIII
  
  /s/ Daniel J. Sullivan                Chief Financial Officer                                  March 13, 2000
  ------------------------------------- (Principal Financial and Accounting Officer)
  Daniel J. Sullivan
  
  /s/ Michael K. Ballard                Director                                                 March 13, 2000
  -------------------------------------
  Michael K. Ballard
  
  /s/ Francis E. Girard                 Director                                                 March 13, 2000
  -------------------------------------
  Francis E. Girard
  
  /s/ William Johnson                   Director                                                 March 13, 2000
  -------------------------------------
  William Johnson
  
  /s/ Edward B. Roberts                 Director                                                 March 13, 2000
  -------------------------------------
  Edward B. Roberts
  
  /s/ F. Grant Saviers                  Director                                                 March 13, 2000
  -------------------------------------
  F. Grant Saviers
  </TABLE>
  
                                        II-5
  <PAGE>   25
  
                                  INDEX TO EXHIBITS
  
  EXHIBIT NO.        DESCRIPTION OF EXHIBIT
  
   4.1               Restated Articles of Organization (filed as Exhibit 3.1 to
                     the Registrant's Registration
                     Statement on Form S-1 (File No. 333-62231) and incorporated
                     herein by reference)
   4.2               Amended and Restated By-Laws of the Registrant (filed as
                     Exhibit 3.3 to the Registration Statement on Form S-1 (File
                     No. 333-62231) and incorporated herein by reference)
   4.3               NETsilicon, Inc. Amended and Restated 1998 Incentive and
                     Non-qualified Stock Option Plan
   4.4               NETsilicon, Inc. Amended and Restated 1998 Director Stock
                     Option Plan
   5.1               Opinion of Testa, Hurwitz & Thibeault, LLP
  23.1               Consent of Testa, Hurwitz & Thibeault, LLP (included in
                     Exhibit 5.1)
  23.2               Consent of BDO Seidman, LLP
  24.1               Power of Attorney (included as part of the signature page of
                     this Registration Statement)
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "NETSILICON, INC.", "secsgml_size_bytes": 80196}]
metadata_filer: {"company-data": {"conformed-name": "NETSILICON INC", "cik": "0001068885", "assigned-sic": "3577", "irs-number": "042826579", "state-of-incorporation": "MA", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32368", "film-number": "568415"}, "business-address": {"street1": "411 WAVERLY OAKS ROAD, SUITE 227", "city": "WALTHAM", "state": "MA", "zip": "02154", "phone": "7816471234"}, "mail-address": {"street1": "411WAVERLY OAKS ROAD", "street2": "SUITE 227", "city": "WALTHAM", "state": "MA", "zip": "02154"}}
text: 1
  
       As filed with the Securities and Exchange Commission on March 14, 2000
                                                      Registration No. 333-_______
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                 ------------------
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                 ------------------
  
                                  NETSILICON, INC.
               (Exact Name of Registrant as specified in its charter)
  
              MASSACHUSETTS                                04-2826579
    (State or other jurisdiction of           (I.R.S. Employer Identification No.)
     incorporation or organization)
  
                       ---------------------------------------
                          411 WAVERLEY OAKS ROAD, BLDG. 227
                                  WALTHAM, MA 02454
                                   (781) 647-1234
                 (Address of Principal Executive Offices) (Zip Code)
  
                       ---------------------------------------
  
                                  NETSILICON, INC.
       AMENDED AND RESTATED 1998 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
                AMENDED AND RESTATED 1998 DIRECTOR STOCK OPTION PLAN
                              (Full title of the plan)
  
                       ---------------------------------------
  
                               CORNELIUS PETERSON VIII
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                  NETSILICON, INC.
                          411 WAVERLEY OAKS ROAD, BLDG. 227
                                  WALTHAM, MA 02454
                 (Name and Address of Agent for Service of Process)
  
                                   (781) 647-1234
            (Telephone Number, Including Area Code, of Agent For Service)
  
                       ---------------------------------------
  
                                      Copy to:
  
                             EDWIN L. MILLER, JR., ESQ.
                           TESTA, HURWITZ & THIBEAULT, LLP
                                   125 HIGH STREET
                             BOSTON, MASSACHUSETTS 02110
                                   (617) 248-7000
  
  ================================================================================
  2
  
                           CALCULATION OF REGISTRATION FEE
  
  ================================================================================
  Proposed
                                                                          Maximum        Proposed
                                                                          Offering        Maximum
  Title of Securities                                  Amount to be       Price Per      Aggregate              Amount of
  to be Registered                                     Registered          Share       Offering Price       Registration Fee(4)
  Amended and Restated 1998 Incentive and                   2,957,728       $7.00(1)   $20,704,096.00           $5,465.88
  Non-qualified Stock Option Plan                               3,500      $10.75(1)       $37,625.00               $9.93
  COMMON STOCK (PAR VALUE $.01 PER SHARE)                       3,000      $11.75(1)       $35,250.00               $9.31
                                                               10,000      $12.44(1)      $124,400.00              $32.84
                                                               75,000      $12.88(1)      $966,000.00             $255.02
                                                               16,000      $13.13(1)      $210,080.00              $55.46
                                                                2,500      $13.25(1)       $33,125.00               $8.75
                                                                  750      $13.81(1)       $10,357.50               $2.73
                                                               60,000      $15.38(1)      $922,800.00             $243.62
                                                               13,500      $19.75(1)      $266,625.00              $70.39
                                                               32,050      $22.13(1)      $709,266.50             $187.25
                                                               28,000      $22.38(1)      $626,640.00             $165.43
                                                                  500      $22.75(1)       $11,375.00               $3.00
                                                               18,500      $29.50(1)      $545,750.00             $144.08
                                                               10,000      $32.06(1)      $320,600.00              $84.64
                                                               20,000      $34.13(1)      $682,600.00             $180.21
                                                            2,748,247      $30.75(2)   $84,508,595.25          $22,310.27
                                                                  725      $30.75(3)       $22,293.75               $5.89
  
  Amended and Restated 1998 Director Stock Option             125,000       $7.00(1)      $875,000.00             $231.00
  Plan                                                        675,000      $30.75(2)   $20,756,250.00           $5,479.65
  COMMON STOCK (PAR VALUE $.01 PER SHARE)
                                                            ---------                 ---------------  -------------------
                                                            6,800,000                    $132,368,729          $34,945.34
  (1)  All of these shares are issuable upon exercise of outstanding options with
       fixed exercise prices. Pursuant to Rule 457(h), the aggregate offering
       price and the fee have been calculated upon the basis of the price at which
       such options may be exercised.
  
  (2)  These shares are not subject to outstanding options. The price of $30.75
       per share, which is the average of the high and low prices reported on the
       Nasdaq National Market on March 7, 2000, is set forth solely for purposes
       of calculating the filing fee pursuant to Rule 457(c) and (h) and has been
       used for shares without a fixed exercise or purchase price.
  
  (3)  All of these shares are issued and outstanding and available for resale
       hereunder. The price of $30.75 per share, which is the average of the high
       and low prices reported on the Nasdaq National Market on March 7, 2000, is
       set forth solely for purposes of calculating the filing fee pursuant to
       Rule 457(c) and (h).
  
  (4)  Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
       amended.
  3
  
                                       PART I
  
       A.    INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           The documents containing the information required by Part I of Form S-8
  will be sent or given to employees, directors or others as specified by Rule
  428(b)(1). In accordance with the rules and regulations of the Securities and
  Exchange Commission (the "Commission") and the instructions to Form S-8, such
  documents are not being filed with the Commission either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
       B.    REOFFER PROSPECTUS STATEMENT
  
           The materials that follow, up to but not including the page beginning
  Part II of this Registration Statement, constitute a Reoffer Prospectus prepared
  in accordance with the requirements of Part I of Form S-3 pursuant to General
  Instruction C to Form S-8. The Reoffer Prospectus may be utilized for
  reofferings and resales of up to 725 shares of common stock acquired by certain
  unnamed non-affiliates pursuant to NETsilicon, Inc.'s Amended and Restated 1998
  Incentive and Non-qualified Stock Option Plan.
  4
  
                                 REOFFER PROSPECTUS
  
                                     725 SHARES
  
                                  NETSILICON, INC.
  
                                    COMMON STOCK
  
                             (PAR VALUE $0.01 PER SHARE)
  
                               -----------------------
  
           This reoffer prospectus relates to 725 shares of the common stock of
  NETsilicon, Inc., a Massachusetts corporation ("NETsilicon"), which may be sold
  from time to time by certain selling security holders of NETsilicon. These
  shares were issued pursuant to our Amended and Restated 1998 Incentive and
  Non-qualified Stock Option Plan. The selling security holders may sell the
  shares from time to time, subject to certain restrictions. NETsilicon will
  receive no proceeds from the sale of the shares.
  
           Our common stock is traded on the Nasdaq National Market under the
  symbol "NSIL." On March 10, 2000, the last reported sale price of our common
  stock on the Nasdaq National Market was $30.50 per share.
  
                                   ---------------
  
           INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
  BEGINNING ON PAGE 3.
  
                                   ---------------
  
           THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS
  HAVE NOT APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF THIS
  PROSPECTUS IS TRUTHFUL OR COMPLETE. IT IS ILLEGAL FOR ANY PERSON TO TELL YOU
  OTHERWISE.
  
                                   ---------------
  
               The date of this Reoffer Prospectus is March 14, 2000.
  5
  
                                AVAILABLE INFORMATION
  
           This prospectus is part of the registration statement and does not
  contain all of the information included in the registration statement. Whenever
  a reference is made in this prospectus to any contract or other document of
  ours, the reference may not be complete, and you should refer to the exhibits
  that are a part of the registration statement for a copy of the contract or
  document.
  
           We have filed a registration statement on Form S-8 with the Securities
  and Exchange Commission in connection with this offering. In addition, we file
  annual, quarterly and current reports, proxy statements and other information
  with the Securities and Exchange Commission. You may read and copy the
  registration statement and any other documents we file at the Securities and
  Exchange Commission's Public Reference Room at 450 Fifth Street, N.W.,
  Washington, DC 20549. Please call the Securities and Exchange Commission at
  1-800-SEC-0330 for further information on the Public Reference Room. Our
  Securities and Exchange Commission filings are also available to the public at
  the Securities and Exchange Commission's Internet site at http://www.sec.gov.
  
           We will provide without charge to each person who is delivered a
  prospectus, if requested, a copy of any or all of the documents incorporated by
  reference herein (other than exhibits to those documents unless those exhibits
  are specifically incorporated by reference into those documents). Requests for
  copies should be directed to, NETsilicon, Inc., 411 Waverley Oaks Road, Bldg.
  227, Waltham, Massachusetts 02452 (telephone: (800) 243-2333).
  
                                         2
  6
  
                                     NETSILICON
  
           NETsilicon, based in Waltham, Massachusetts, develops and markets
  semiconductor devices and software designed to meet the networking requirements
  of embedded systems. Customers incorporate our products into the design of
  embedded systems to provide them with the ability to communicate over
  standards-based local area networks, wide-area networks and the Internet,
  enabling the development of new embedded systems applications. We believe that
  we offer the first comprehensive products that, in conjunction with a physical
  interface and memory, encompass all of the hardware and software necessary to
  allow electronic devices incorporating embedded systems to communicate with
  other devices. We design our technology to have broad applicability and it
  therefore may add network functionality to many embedded systems. Our products
  are currently contained in a broad array of imaging products, including
  printers, scanners, fax machines, copiers and multi-function peripherals
  manufactured by over 20 manufacturers.
  
           Our principal offices are located at 411 Waverley Oaks Road, Bldg. 227,
  Waltham, Massachusetts 02452, and the our telephone number is (781) 647-1234.
  
                                    RISK FACTORS
  
           You should carefully consider the following risks before investing in
  our common stock. These are not the only risks facing our company. Additional
  risks may also impair our business operations. If any of the following risks
  come to fruition, our business, results of operations or financial condition
  could be materially adversely affected. In that case, the trading price of our
  common stock could decline, and you may lose all or part of your investment. You
  should also refer to the other information set forth in this prospectus, and
  incorporated by reference, including our financial statements and the
  accompanying notes.
  
           This prospectus contains certain "forward-looking statements"
  (statements that are not historical fact) based on our current expectations,
  assumptions, estimates and projections about our company and our industry. These
  forward-looking statements involve risks and uncertainties. Our actual results
  could differ materially from those anticipated in those forward-looking
  statements as a result of many factors, as more fully described in this section
  and elsewhere in this prospectus.
  
  WE HAVE A HISTORY OF LOSSES AND AN ACCUMULATED DEFICIT THAT MAKE FUTURE
  OPERATING RESULTS AND PROFITABILITY DIFFICULT TO PREDICT.
  
             We incurred net losses from continuing operations for the fiscal
  years ended January 31, 1997, 1998 and 1999. Although we were profitable in
  fiscal year 2000, there can be no assurance that we will be able to maintain
  profitability on a quarterly or annual basis in the future. In addition, revenue
  growth is not necessarily indicative of future operating results and there can
  be no assurance that we will be able to sustain revenue growth. We continue to
  invest significant financial resources in product development, marketing and
  sales, and a failure of such expenditures to result in significant increases in
  revenue could have a material adverse effect on us. Due to the limited history
  and undetermined market acceptance of our new products, the rapidly evolving
  nature of our business and markets, potential changes in product standards that
  significantly influence many of the markets for our products, the high level of
  competition in the industries in which we operate and the other factors
  described elsewhere in Risk Factors, there can be no assurance that our
  investment in these areas will result in increases in revenue or that any
  revenue growth that is achieved can be sustained. Our history of losses, coupled
  with the factors described under the Risk Factor "Potential Fluctuations in
  Operating Results," make future operating results difficult to predict. We
  
                                         3
  7
  
  and our future prospects must be considered in light of the risks, costs and
  difficulties frequently encountered by emerging companies. As a result, there
  can be no assurance that we will be profitable in any future period.
  
  THE UNPREDICTABILITY OF OUR QUARTERLY RESULTS MAY ADVERSELY AFFECT THE TRADING
  PRICE OF OUR COMMON STOCK.
  
            Our net sales and operating results have in the past and may in the
  future fluctuate substantially from quarter to quarter and from year to year.
  These results have varied significantly due to a number of factors, including:
  
            -  market acceptance of and demand for our products and those of our
               customers;
  
            -  unanticipated delays or problems in the introduction of our
               products;
  
            -  the timing of large customer orders;
  
            -  the timing and success of our customers' development cycles;
  
            -   our ability to introduce new products in accordance with customer
                design requirements and design cycles;
  
            -   new product announcements or product introductions by us and our
                competitors;
  
            -   availability and cost of manufacturing sources for our products;
  
            -   the volume of orders that are received and can be filled in a
                quarter;
  
            -   the rescheduling or cancellation of orders by customers;
  
            -   changes in product mix;
  
            -   timing of "design wins" with our customers and related revenue;
                and
  
            -   changes in currency exchange rates.
  
  Our operating results could also be harmed by:
  
            -   the growth rate of markets into which we sell our products;
  
            -   changes in the mix of sales to customers and sales
                representatives;
  
            -   costs associated with protecting our intellectual property; and
  
            -   changes in product costs and pricing by us and our competitors.
  
            We budget expenses based in part on future revenue projections. We may
  be unable to adjust spending in a timely manner in response to any unanticipated
  declines in revenues.
  
            Delays or lost sales have been and could be caused by other factors
  beyond our control, including late deliveries by vendors of components. In the
  three months ended October 31, 1998, we experienced delays in the delivery of
  our product from Atmel Corporation.
  
            As a result of these and other factors, investors should not rely
  solely upon period-to-period comparisons of our operating results as an
  indication of future performance. It is likely that in some future period our
  operating results or business outlook will be below the expectations of
  securities analysts or
  
                                         4
  8
  
  investors, which would likely result in a significant reduction in the market
  price of the shares of common stock.
  
  OUR FAILURE TO INCREASE SALES TO EMBEDDED SYSTEMS MANUFACTURERS WILL ADVERSELY
  AFFECT OUR FINANCIAL RESULTS.
  
            Our financial performance and future growth is dependent upon our
  ability to sell our products to embedded systems developers in various markets,
  including markets in which networking solutions for embedded systems have not
  historically been sold, such as the industrial automation equipment, data
  acquisition and test equipment, Internet devices and security equipment markets.
  A substantial portion of our recent development efforts have been directed
  toward the development of new products for markets that are new and rapidly
  evolving. There can be no assurance that
  
        -  the additional embedded systems markets targeted by us for our
           products and services will develop;
  
        -  developers within each market targeted by us will choose our
           products and services to meet their needs;
  
        -  we will successfully develop products to meet the industry-specific
           requirements of developers in our targeted markets or that design
           wins will result in significant sales; or
  
        -  developers in our targeted markets will gain market acceptance for
           their devices which incorporate our products.
  
            We have limited experience in designing our products to meet the
  requirements of developers in these industries. Moreover, our products and
  services have, to date, achieved limited acceptance in these industries.
  
  WE ARE DEPENDENT ON THE IMAGING MARKET FOR A LARGE PORTION OF OUR REVENUES.
  
            The imaging market has historically accounted for substantially all of
  our revenues. In the fiscal years ended January 31, 1998 and 1999, 100% and 95%,
  respectively, of our revenues were generated from customers in the imaging
  market. Our success has been and continues to be dependent on the continued
  growth and success of the imaging market. Many of our customers face competition
  from larger, more established companies which may exert competitive or other
  pressures on them. Any decline in sales to the imaging market would have a
  material adverse effect on our business, results of operations and financial
  condition.
  
            The imaging market is characterized by declining prices of existing
  products. Therefore, continual improvements in manufacturing efficiencies and
  the introduction of new products and enhancements to existing products are
  required for us to maintain our gross margins. In response to customer demands
  or competitive pressures, or to pursue new product or market opportunities, we
  may take certain pricing or marketing actions, such as price reductions or
  volume discounts. These actions could have a material adverse effect on us.
  
        A significant amount of our customers in the imaging market are
  headquartered in Japan. Our customers are subject to declines in their local
  economies, which have affected them from time to time in the past and may affect
  them in the future. The success of our customers affects their purchases from
  us.
  
                                          5
  9
  
  OUR HIGHLY CONCENTRATED CUSTOMER BASE INCREASES THE POTENTIAL ADVERSE EFFECT ON
  US FROM THE LOSS OF ONE OR MORE CUSTOMERS.
  
            Our products have historically been sold into the imaging markets for
  use in products such as printers, scanners, fax machines, copiers and
  multi-function peripherals. This market is highly concentrated. Accordingly, our
  sales are derived from a limited number of customers, with the top five OEM
  customers accounting for 78% and 52% of total revenues for the six months ended
  July 31, 1999, and the fiscal year ended 1999, respectively. In particular,
  sales to Ricoh, Dimatech and Minolta each accounted for 39%, 15% and 11% of
  total revenues, respectively, for the six months ended July 31, 1999. Sales to
  Minolta and Kyocera accounted for 12% and 12% of total revenues, respectively,
  for the fiscal year ended January 31, 1999. We expect that a small number of
  customers will continue to account for a substantial portion of our total
  revenues for the foreseeable future. All of our sales are made on the basis of
  purchase orders rather than under long-term agreements, and therefore, any
  customer could cease purchasing our products at any time without penalty. The
  decision of any key customer to cease using our products or a material decline
  in the number of units purchased by a significant customer would have a material
  adverse effect on us.
  
  THE LONG AND VARIABLE SALES CYCLE FOR OUR PRODUCTS MAKE IT MORE DIFFICULT FOR US
  TO PREDICT OUR OPERATING RESULTS AND MANAGE OUR BUSINESS.
  
            The sale of our products typically involves a significant technical
  evaluation and commitment of capital and other resources by potential customers,
  as well as delays frequently associated with customers' internal procedures to
  deploy new technologies within their products and to test and accept new
  technologies. For these and other reasons, the sales cycle associated with our
  products is typically lengthy, lasting nine months or longer, and is subject to
  a number of significant risks, including customers' internal acceptance reviews,
  that are beyond our control. Because of the lengthy sales cycle and the large
  size of customer orders, if orders forecasted for a specific customer for a
  particular quarter are not realized in that quarter, our operating results for
  that quarter could be materially adversely affected.
  
  OUR RELATIVELY LOW LEVEL OF BACKLOG INCREASES THE POTENTIAL VARIABILITY OF OUR
  QUARTERLY OPERATING RESULTS.
  
            Our backlog at the beginning of each quarter typically is not
  sufficient to achieve expected sales for the quarter. To achieve our sales
  objectives, we are dependent upon obtaining orders during each quarter for
  shipment during that quarter. Furthermore, our agreements with our customers
  typically permit them to change delivery schedules. Non-imaging customers may
  cancel orders within specified time frames (typically 30 days or more prior to
  the scheduled shipment date under our policies) without significant penalty. Our
  customers have in the past built, and may in the future build, significant
  inventory in order to facilitate more rapid deployment of anticipated major
  products or for other reasons. Decisions by such customers to reduce their
  inventory levels have led and could lead to reductions in their purchases from
  us. These reductions, in turn, have caused and could cause adverse fluctuations
  in our operating results.
  
  OUR DEPENDENCE ON NEW PRODUCT DEVELOPMENT AND THE RAPID TECHNOLOGICAL CHANGE
  THAT CHARACTERIZES OUR INDUSTRY MAKE US SUSCEPTIBLE TO LOSS OF MARKET SHARE
  RESULTING FROM COMPETITORS' PRODUCT INTRODUCTIONS AND SIMILAR RISKS.
  
            The semiconductor and networking industries are characterized by
  rapidly changing technologies, evolving industry standards, frequent new product
  introductions, short product life cycles and rapidly changing customer
  requirements. The introduction of products embodying new technologies and the
  emergence of new industry standards can render existing products obsolete and
  unmarketable. Our future success will depend on our ability to enhance our
  existing products, to introduce new products to meet
  
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  changing customer requirements and emerging technologies, and to demonstrate the
  performance advantages and cost-effectiveness of our products over competing
  products. Any failure by us to modify our products to support new local-area
  network , or LAN, wide-area network, or WAN, and Internet technologies, or
  alternative technologies, or any failure to achieve widespread customer
  acceptance of such modified products could have a material adverse effect on us.
  We have been developing products based on the Linux operating system and on the
  Java programming language, and the failure of these products to achieve
  widespread acceptance could have a material adverse effect on us.
  
            We have in the past and may in the future experience delays in
  developing and marketing product enhancements or new products that respond to
  technological change, evolving industry standards and changing customer
  requirements. There can be no assurance that we will not experience difficulties
  that could delay or prevent the successful development, introduction and
  marketing of these products or product enhancements, or that our new products
  and product enhancements will adequately meet the requirements of the
  marketplace and achieve any significant or sustainable degree of market
  acceptance in existing or additional markets. Failure by us, for technological
  or other reasons, to develop and introduce new products and product enhancements
  in a timely and cost-effective manner would have a material adverse effect on
  us. In addition, the future introductions or announcements of products by us or
  one of our competitors embodying new technologies or changes in industry
  standards or customer requirements could render our then-existing products
  obsolete or unmarketable. There can be no assurance that the introduction or
  announcement of new product offerings by us or one or more of our competitors
  will not cause customers to defer the purchase of existing Company products.
  Such deferment of purchases could have a material adverse effect on us.
  
  OUR FAILURE TO EFFECTIVELY MANAGE PRODUCT TRANSITIONS COULD HAVE A MATERIAL
  ADVERSE EFFECT ON US.
  
            From time to time, we or our competitors may announce new products,
  capabilities or technologies that may replace or shorten the life cycles of our
  existing products. Announcements of currently planned or other new products may
  cause customers to defer or stop purchasing our products until new products
  become available. Furthermore, the introduction of new or enhanced products
  requires us to manage the transition from older product inventories and ensure
  that adequate supplies of new products can be delivered to meet customer demand.
  Our failure to effectively manage transitions from older products could have a
  material adverse effect on our business, results of operations and financial
  condition.
  
  OUR FAILURE TO COMPETE SUCCESSFULLY IN OUR HIGHLY COMPETITIVE MARKET COULD
  RESULT IN REDUCED PRICES AND LOSS OF MARKET SHARE.
  
            The markets in which we operate are intensely competitive and
  characterized by rapidly changing technology, evolving industry standards,
  declining average selling prices and frequent new product introductions. A
  number of companies offer products that compete with one or more elements of our
  products. We believe that the competitive factors affecting the market for our
  products include product performance, price and quality, product functionality
  and features, the availability of products for existing and future platforms,
  the ease of integration with other hardware and software components of the
  customer's products, and the quality of support services, product documentation
  and training. The relative importance of each of these factors depends upon the
  specific customer involved. There can be no assurance that we will be able to
  compete successfully against current and future competitors, or that competitive
  factors faced by us will not have a material adverse effect on us.
  
            We primarily compete with the internal development departments of
  large manufacturing companies that have developed their own networking
  solutions, as well as established developers of embedded systems software and
  chips such as Axis Communications, Echelon, Emulex, Hitachi, Integrated
  
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  Systems, Intel, Milan Technology, a division of Digi International, Motorola,
  Peerless Systems, Samsung and Wind River. In addition, we are aware of certain
  companies which have recently introduced products that address the markets
  targeted by us. We have experienced and expect to continue to experience
  increased competition from current and potential competitors, many of which have
  substantially greater financial, technical, sales, marketing and other
  resources, as well as greater name recognition and larger customer bases than
  us. In particular, established companies in the networking or semiconductor
  industries may seek to expand their product offerings by designing and selling
  products using competitive technology that could render our products obsolete or
  have a material adverse effect on our sales. Increased competition may result in
  further price reductions, reduced gross margins and loss of market share.
  
  WE DEPEND ON THIRD-PARTY SOFTWARE THAT WE USE UNDER LICENSES THAT MAY EXPIRE.
  
            We rely on certain software that we license from third parties,
  including software that is integrated with internally developed software and
  used in our products to perform key functions. Our material software license
  agreements are with Integrated Systems, which terminates only if we default
  under the agreement; with Novell, which is renewable annually at the option of
  both parties, and with Peerless Systems, which expires in 2004 and is subject to
  year-to-year renewals thereafter at the option of both parties. These
  third-party software licenses may not continue to be available to us on
  commercially reasonable terms, and the related software may not continue to be
  appropriately supported, maintained or enhanced by the licensors. The loss of
  licenses to use, or the inability of licensors to support, maintain, and enhance
  any of such software, could result in increased costs, delays or reductions in
  product shipments until equivalent software is developed or licensed, if at all,
  and integrated.
  
  WE DEPEND ON MANUFACTURING, ASSEMBLING AND PRODUCT TESTING RELATIONSHIPS AND ON
  LIMITED SOURCE SUPPLIERS, AND ANY DISRUPTIONS IN THESE RELATIONSHIPS MAY CAUSE
  DAMAGE TO OUR CUSTOMER RELATIONSHIPS.
  
            We do not have our own semiconductor fabrication assembly or testing
  operations or contract manufacturing capabilities. Instead, we rely upon
  independent contractors to manufacture our components, subassemblies, systems
  and products. Currently, all of our semiconductor devices are being
  manufactured, assembled and tested by Atmel Corporation in the United States,
  and we expect that we will continue to rely upon Atmel to manufacture, assemble
  and test a significant portion of our semiconductor devices in the future. We
  experienced delays in the receipt of semiconductor devices from Atmel which
  adversely affected our operating results in the three months ended October 31,
  1998. In addition, we recently experienced a delay in the introduction of one of
  our products due to a problem with Atmel's design tools. While we are in the
  process of qualifying other suppliers, any qualification and pre-production
  periods could be lengthy and may cause delays in providing products to customers
  in the event that the sole source supplier of the semiconductor devices fails to
  meet our requirements. For example, Atmel uses its manufacturing facilities for
  its own products as well as those it manufactures on a contract basis. There is
  no assurance that Atmel will have adequate capacity to meet the needs of its
  contract manufacturing customers. In addition, semiconductor manufacturers
  generally experience periodic constraints on their manufacturing capacity.
  
            We also rely upon limited-source suppliers for a number of other
  components used in our products. There can be no assurance that these
  independent contractors and suppliers will be able to meet our future
  requirements for manufactured products, components and subassemblies in a timely
  fashion. We generally purchase limited-source components under purchase orders
  and have no guaranteed supply arrangements with these suppliers. In addition,
  the availability of many of these components to us is dependent in part on our
  ability to provide our suppliers with accurate forecasts of our future
  requirements. Any extended interruption in the supply of any of the key
  components currently obtained from limited sources would
  
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  disrupt our operations and have a material adverse effect on our business,
  results of operations and financial condition.
  
            Delays or lost sales have been and could be caused by other factors
  beyond our control, including late deliveries by vendors of components, changes
  in implementation priorities or slower than anticipated growth in the market for
  networking solutions for embedded systems. During the three months ended October
  31, 1998, we experienced delays in the delivery of our product from Atmel
  Corporation. Such delays affected our ability to fill our orders to customers,
  negatively impacting our third quarter financial results. Operating results in
  the past have also been adversely affected by delays in receipt of significant
  purchase orders from customers. In addition, we have experienced delays as a
  result of the need to modify our products to comply with unique customer
  specifications. In general, the timing and magnitude of our revenues are highly
  dependent upon our achievement of design wins, the timing and success of our
  customers' development cycles, and our customers' product sales. Any of these
  factors could have a material adverse effect on our business, results of
  operations and financial condition.
  
  THE CYCLICALITY OF THE SEMICONDUCTOR INDUSTRY MAY RESULT IN SUBSTANTIAL
  PERIOD-TO-PERIOD FLUCTUATIONS.
  
            Our semiconductor devices provide networking capabilities for embedded
  systems. The semiconductor industry is highly cyclical and subject to rapid
  technological change and has been subject to significant economic downturns at
  various times, characterized by diminished product demand, accelerated erosion
  of average selling prices and production overcapacity. The semiconductor
  industry also periodically experiences increased demand and production capacity
  constraints. As a result, we may experience substantial period-to-period
  fluctuations in future operating results due to general semiconductor industry
  conditions, overall economic conditions or other factors.
  
  OUR ABILITY TO COMPETE COULD BE JEOPARDIZED IF WE ARE UNABLE TO PROTECT OUR
  INTELLECTUAL PROPERTY RIGHTS.
  
            Our ability to compete depends in part on our proprietary rights and
  technology. We have no patents and rely primarily on a combination of copyright
  and trademark laws, trade secrets, confidentiality procedures and contract
  provisions to protect our proprietary rights. We generally enter into
  confidentiality agreements with our employees, and sometimes with our customers
  and potential customers and limit access to the distribution of our software,
  hardware designs, documentation and other proprietary information. There can be
  no assurance that the steps taken by us in this regard will be adequate to
  prevent the misappropriation of our technology. While we have filed one patent
  application and plan to file various additional applications, such applications
  may be denied. Any patents, once issued, may be circumvented by our competitors.
  Furthermore, there can be no assurance that others will not develop technologies
  that are superior to ours. Despite our efforts to protect our proprietary
  rights, unauthorized parties may attempt to copy aspects of our products or to
  obtain and use information that we regard as proprietary. In addition, the laws
  of some foreign countries do not protect our proprietary rights as fully as do
  the laws of the United States. There can be no assurance that our means of
  protecting our proprietary rights in the United States or abroad will be
  adequate or that competing companies will not independently develop similar
  technology. Our failure to adequately protect our proprietary rights could have
  a material adverse effect on our business, results of operations and financial
  condition.
  
            We exclusively license the right to use the NET+ARM trademark from ARM
  Limited according to a royalty-free agreement expiring in 2008. We depend on ARM
  to enforce its rights to the trademark against third-party infringement. There
  can be no assurance that ARM will promptly and adequately enforce these rights
  which could have a material adverse effect on our business, results of
  operations and financial condition.
  
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  WE COULD BECOME SUBJECT TO CLAIMS AND LITIGATION REGARDING INTELLECTUAL PROPERTY
  RIGHTS, WHICH COULD SERIOUSLY HARM US AND REQUIRE US TO INCUR SIGNIFICANT COSTS.
  
            The semiconductor industry is characterized by frequent litigation
  regarding patent and other intellectual property rights. Although we have not
  been notified that our products infringe any third-party intellectual property
  rights, there can be no assurance that we will not receive such notification in
  the future. Any litigation to determine the validity of third-party infringement
  claims, whether or not determined in our favor or settled by us, would at a
  minimum be costly and divert the efforts and attention of our management and
  technical personnel from productive tasks, which could have a material adverse
  effect on our business, results of operations and financial condition. There can
  be no assurance that any infringement claims by third parties or any claims for
  indemnification by customers or end users of our products resulting from
  infringement claims will not be asserted in the future or that such assertions,
  if proven to have merit, will not materially adversely affect our business,
  results of operations or financial condition. In the event of an adverse ruling
  in any such matter, we would be required to pay substantial damages, cease the
  manufacture, use and sale of infringing products, discontinue the use of certain
  processes or be required to obtain a license under the intellectual property
  rights of the third party claiming infringement. There can be no assurance that
  a license would be available on reasonable terms or at all. Any limitations on
  our ability to market our products, or delays and costs associated with
  redesigning our products or payments of license fees to third parties, or any
  failure by us to develop or license a substitute technology on commercially
  reasonable terms could have a material adverse effect on our business, results
  of operations and financial condition.
  
  WE FACE RISKS ASSOCIATED WITH OUR INTERNATIONAL OPERATIONS AND EXPANSION THAT
  COULD IMPAIR OUR ABILITY TO GROW OUR REVENUES ABROAD.
  
            In the fiscal years ended January 31, 1998 and 1999, international
  sales constituted approximately 30% and 51% of our net sales, respectively, and
  approximately 31% and 46% of our domestic sales, respectively, were to customers
  headquartered in Asia. We believe that our future growth is dependent in part
  upon our ability to increase sales in international markets, and particularly to
  manufacturers located in Japan, which sell their products worldwide. These sales
  are subject to a variety of risks, including fluctuations in currency exchange
  rates, tariffs, import restrictions and other trade barriers, unexpected changes
  in regulatory requirements, longer accounts receivable payment cycles and
  potentially adverse tax consequences and export license requirements. In
  addition, we are subject to the risks inherent in conducting business
  internationally, including political and economic instability and unexpected
  changes in diplomatic and trade relationships. In particular, the economies of
  certain countries in the Asia-Pacific region are experiencing considerable
  economic instability and downturns. Because our sales to date have been
  denominated in United States dollars, increases in the value of the United
  States dollar could increase the price in local currencies of our products in
  non-US markets and make our products more expensive than competitors' products
  denominated in local currencies. In addition, an integral part of our business
  strategy is to form strategic alliances for the manufacture and distribution of
  our products with third parties, including foreign corporations. There can be no
  assurance that one or more of the factors described above will not have a
  material adverse effect on our business, results of operations and financial
  condition.
  
            We intend to expand our presence in Europe to address new markets. One
  change resulting from the formation of a European Economic and Monetary Union
  ("EMU") required EMU member states to irrevocably fix their respective
  currencies to a new currency, the euro, as of January 1, 1999. During the next
  three years, business in the EMU member states will be conducted in both the
  existing national currency such as the French franc or the Deutsche mark, and
  the euro. As a result, companies operating or conducting business in EMU member
  states will need to ensure that their financial and other software
  
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  systems are capable of processing transactions and properly handling these
  currencies, including the euro. There can be no assurance that the conversion to
  the euro will not have a material adverse effect on our business, results of
  operations and financial condition.
  
  IF WE LOSE KEY PERSONNEL IT COULD PREVENT US FROM EXECUTING OUR BUSINESS
  STRATEGY.
  
            Our business and prospects depend to a significant degree upon the
  continuing contributions of our executive officers and our key technical
  personnel. We do not have employment contracts with any of our key personnel,
  with the exception of our Vice President, Industrial Automation, Embedded
  Markets Europe and do not maintain any key-man life insurance policies.
  Competition for such personnel is intense, and there can be no assurance that we
  will be successful in attracting and retaining qualified personnel. Failure to
  attract and retain key personnel could result in our failure to execute our
  business strategy and have a material adverse effect on us.
  
  ANY FAILURE TO COMPLY WITH SIGNIFICANT REGULATIONS AND EVOLVING INDUSTRY
  STANDARDS COULD DELAY INTRODUCTION OF OUR PRODUCTS, WHICH COULD HURT OUR
  BUSINESS.
  
            The market for our products is subject to a significant number of
  communications regulations and industry standards, some of which are evolving as
  new technologies are deployed. In the United States, our products must comply
  with various regulations defined by the Federal Communications Commission and
  standards established by Underwriters' Laboratories. Some of our products may
  not comply with current industry standards, and this noncompliance must be
  addressed in the design of those products. Standards for networking are still
  evolving. As the standards evolve, we may be required to modify our products or
  develop and support new versions of our products. The failure of our products to
  comply or delays in compliance, with the various existing and evolving industry
  standards could delay introduction of our products, which could have a material
  adverse effect on our business, results of operations and financial condition.
  
  ANY MATERIAL PRODUCT DEFECTS COULD RESULT IN LOSS OF MARKET SHARE, DELAY OF
  MARKET ACCEPTANCE OR PRODUCT LIABILITY CLAIMS OR LOSSES.
  
            Complex products such as those offered by us may contain undetected or
  unresolved defects when first introduced or as new versions are released. The
  occurrence of material errors in the future could, and the failure or inability
  to correct such errors would, result in the loss of market share, the delay or
  loss of market acceptance of our products, material warranty expense, diversion
  of engineering and other resources from our product development efforts, the
  loss of credibility with our customers or product recall. The use of our
  products for applications in devices that interact directly with the general
  public, where the failure of the embedded system could cause property damage or
  personal injury, could expose us to significant product liability claims.
  Although we have not experienced any product liability or economic loss claims
  to date, the sale and support of our products may entail the risk of such
  claims. Any of such occurrences could have a material adverse effect upon our
  business, results of operations and financial condition.
  
  IF WE DO NOT SUCCESSFULLY MANAGE OUR GROWTH, IT COULD HAVE A MATERIAL ADVERSE
  EFFECT ON US.
  
            We have limited internal infrastructure and any significant growth
  would place a substantial strain on our financial and management personnel and
  information systems and controls. Such growth would require us to implement new
  and enhance existing financial and management information systems and controls
  and add and train personnel to operate such systems effectively. Our intention
  to continue to pursue our growth strategy through efforts to increase sales of
  existing products and new products can be expected to place even greater
  pressure on our existing personnel and compound the need for increased
  personnel,
  
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  expanded information systems, and additional financial and administrative
  control procedures. There can be no assurance that we will be able to
  successfully manage expanding operations. Our inability to manage our expanded
  operations effectively could have a material adverse effect on our business,
  results of operations and financial condition.
  
  A SUBSTANTIAL NUMBER OF SHARES OF OUR COMMON STOCK COULD BE SOLD INTO THE PUBLIC
  MARKET, WHICH COULD DEPRESS OUR STOCK PRICE.
  
            Sales of a substantial number of shares of common stock in the public
  market could adversely affect the market price for our common stock and reported
  earnings per share and could make it more difficult for us to raise funds
  through equity offerings in the future.
  
            Subject to applicable federal and securities laws and the restrictions
  set forth below, after completion of the offering, Osicom may sell any and all
  of the shares of common stock beneficially owned by it or distribute any or all
  such shares of common stock to its stockholders. Sales or distributions by
  Osicom of substantial amounts of common stock in the public market or to its
  stockholders, or the perception that such sales or distribution could occur,
  could adversely affect the prevailing market prices for the common stock. Osicom
  is not subject to any obligation to retain its shares in NETsilicon, except that
  in connection with our initial public offering, Osicom agreed not to sell or
  otherwise dispose of any shares of common stock for a period of 365 days after
  September 15, 1999, without the prior written consent of CIBC World Markets
  Corp. As a result, there can be no assurance concerning the period of time
  during which Osicom will maintain its beneficial ownership of common stock owned
  by it following the offering. Moreover, there can be no assurance that, in any
  transfer by Osicom of a controlling interest in us, any holders of common stock
  will be able to participate in such transaction or will realize any premium with
  respect to their shares of common stock.
  
            Upon the completion of this offering, we will have outstanding
  13,537,500 shares of common stock, based on the number of shares of common stock
  outstanding as of January 31, 2000 and no exercise of outstanding options or
  warrants.
  
            No other significant shares of common stock are outstanding. At
  January 31, 2000, we had granted options to purchase an aggregate of 3,320,778
  shares of common stock to over 136 persons. Of these options, 378,516 were
  exercisable as of January 31, 2000, with additional vesting to occur from time
  to time.
  
  ANY ACQUISITIONS WE MAKE COULD DISRUPT OUR BUSINESS AND SERIOUSLY HARM OUR
  FINANCIAL CONDITION.
  
            We intend to consider investments in complementary companies, products
  or technologies. While we have no current agreements to do so, we may buy
  businesses, products or technologies in the future. In the event of any future
  purchases, we could:
  
            -  issue stock that would dilute our current stockholders' percentage
               ownership;
  
            -  incur debt;
  
            -  assume liabilities;
  
            -  incur amortization expenses related to goodwill and other
               intangible assets; or
  
            -  incur large and immediate write-offs.
  
  Our operation of any acquired business will also involve numerous risks,
  including:
  
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            -  problems combining the purchased operations, technologies or
               products;
  
            -  unanticipated costs;
  
            -  diversion of management's attention from our core business;
  
            -  adverse effects on existing business relationships with suppliers
               and customers;
  
            -  risks associated with entering markets in which we have no or
               limited prior experience; and
  
            -  potential loss of key employees, particularly those of the
               purchased organizations.
  
            We cannot assure you that we will be able to successfully integrate
  any businesses, products, technologies or personnel that we might acquire in the
  future and any failure to do so could disrupt our business and seriously harm
  our financial condition.
  
  BECAUSE THE NASDAQ NATIONAL MARKET IS LIKELY TO EXPERIENCE EXTREME PRICE AND
  VOLUME FLUCTUATIONS, THE PRICE OF OUR COMMON STOCK MAY DECLINE.
  
            The market price of our shares is likely to be highly volatile and
  could be subject to wide fluctuations in response to numerous factors, including
  the following:
  
            -  actual or anticipated variations in our quarterly operating results
               or those of our competitors;
  
            -  announcements by us or our competitors of new products or
               technological innovations;
  
            -  introduction and adoption of new industry standards;
  
            -  changes in financial estimates or recommendations by securities
               analysts;
  
            -  changes in the market valuations of our competitors;
  
            -  announcements by us or our competitors of significant acquisitions
               or partnerships; and
  
            -  sales of our common stock.
  
            Many of these factors are beyond our control and may negatively impact
  the market price of our common stock, regardless of our performance. In
  addition, the stock market in general, and the market for technology companies
  in particular, has been highly volatile. Our common stock may not trade at the
  same levels of shares as that of other technology companies and shares of
  technology companies, in general, may not sustain their current market prices.
  In the past, securities class action litigation has often been brought against a
  company following periods of volatility in the market price of its securities.
  We may be the target of similar litigation in the future. Securities litigation
  could result in substantial costs and divert management's attention and
  resources, which could seriously harm our business and operating results.
  
  PROVISIONS OF OUR CHARTER DOCUMENTS MAY HAVE ANTI-TAKEOVER EFFECTS THAT COULD
  PREVENT A CHANGE OF CONTROL.
  
            Provisions of our amended and restated certificate of incorporation
  and bylaws could make it more difficult for a third party to acquire us, even if
  doing so would be beneficial to our stockholders.
  
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                                   USE OF PROCEEDS
  
            NETsilicon will not receive any proceeds from the sale of shares by
  the selling security holders. See "Selling Security Holders" and "Plan of
  Distribution."
  
                              SELLING SECURITY HOLDERS
  
            This prospectus relates to 725 shares of our common stock issued in
  the aggregate to certain unnamed security holders under our Amended and Restated
  1998 Incentive and Non-qualified Stock Option Plan. These selling security
  holders each own less than 1,000 shares of common stock and are not affiliates
  of NETsilicon. Since the selling security holders may sell all, some or none of
  their shares pursuant to this prospectus, we cannot estimate the actual number
  of shares of common stock that they might sell or the aggregate number or
  percentage of shares of our common stock that they will own upon completion of
  this offering. See "Plan of Distribution."
  
                                PLAN OF DISTRIBUTION
  
            The shares of our common stock offered hereby may be sold from time to
  time by the selling security holders for each of their own account, subject to
  certain restrictions. NETsilicon will receive no proceeds from this offering.
  The selling security holders will pay or assume brokerage commissions or other
  charges and expenses incurred in the sale of the shares.
  
            The selling security holders' sale of their shares is not currently
  subject to any underwriting agreement. The shares covered by this prospectus may
  be sold by the selling security holders or by pledgees, donees, transferees,
  distributees or other successors in interest of the selling security holders
  from time to time. The selling security holders may sell their shares from time
  to time at fixed prices that may be changed, at market prices prevailing at the
  time of sale, at prices related to prevailing market prices or at negotiated
  prices. Sales may be effected in the over-the-counter market, on the National
  Association of Securities Dealers Automated Quotation System, on the Nasdaq
  National Market, or on any exchange on which the shares may then be listed. The
  selling security holders may sell the shares by one or more of the following:
  (a) in one or more block trades in which a broker or dealer so engaged will
  attempt to sell all or a portion of the shares held by the selling security
  holders as agent but may position and resell a portion of the block as principal
  to facilitate the transaction; (b) through purchases by a broker or dealer as
  principal and resale by such broker or dealer for its account pursuant to this
  prospectus; (c) in ordinary brokerage transactions and transactions in which the
  broker solicits purchasers; (d) in negotiated transactions; and (e) through
  other means.
  
            The selling security holders may effect these transactions by selling
  shares to or through broker-dealers, and those broker-dealers may receive
  compensation in the form of underwriting discounts, concessions, commissions, or
  fees from the selling security holders and/or purchasers of the shares for whom
  such broker-dealers may act as agent or to whom they may sell as principal, or
  both (which compensation to a particular broker-dealer might be in excess of
  customary commissions). These broker-dealers and the selling security holders
  may be deemed to be "underwriters" within the meaning of the Securities Act, in
  connection with those sales, and any commissions received by them and any profit
  on the resale of shares placed by them might be deemed to be underwriting
  compensation.
  
            Any shares of our common stock covered by this Prospectus that qualify
  for sale pursuant to Rule 144 under the Securities Act may be sold under Rule
  144 rather than pursuant to this Prospectus. The selling security holders are
  not restricted as to the price or prices at which they may sell their shares.
  Sales of shares of common stock at less than the market prices may depress the
  market price of our
  
                                         14
  18
  
  common stock. The selling security holders are restricted as to the number of
  shares which may be sold at any one time. In addition, the selling security
  holders may decide not to sell all, none or a portion of their shares.
  
            We have informed the selling security holders that the
  anti-manipulation rules under the Exchange Act (including, without limitation,
  Rule 10b-5 and Regulation M - Rule 102) may apply to sales in the market and we
  will furnish the selling security holders upon request with a copy of these
  Rules. We will also inform the selling security holders of the need for delivery
  of copies of this prospectus.
  
            American Stock Transfer and Trust Company, 40 Wall Street, New York,
  New York, 10005, is the transfer agent for our common stock.
  
                                    LEGAL MATTERS
  
            Certain legal matters with respect to the issuance of the shares of
  common stock offered hereby will be passed upon for NETsilicon by Testa, Hurwitz
  & Thibeault, LLP, Boston, Massachusetts.
  
                                       EXPERTS
  
            The financial statements incorporated by reference in this prospectus
  have been audited by BDO Seidman, LLP, independent certified public accountants,
  to the extent and for the periods set forth in their report incorporated by
  reference herein, and are incorporated herein in reliance upon such report,
  given upon the authority of said firm as an expert in accounting and auditing.
  
                  INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
  
            The following documents filed by us with the Commission pursuant to
  the Exchange Act are incorporated in this prospectus by reference (File No.
  000-26761):
  
            1.      NETsilicon's Prospectus filed September 15, 1999 pursuant to
                    Rule 424(b)(1) of the Securities Act of 1933, as amended (the
                    "Securities Act").
  
            2.      NETsilicon's Quarterly Report on Form 10-Q for the Period
                    ended October 31, 1999.
  
            3.      The description of NETsilicon's Common Stock, $.01 par value
                    per share, contained in the section entitled "Description of
                    Capital Stock" contained in NETsilicon's Registration
                    Statement on Form S-1 (File No. 333-62231), including any
                    amendment or report filed for the purpose of updating that
                    description.
  
            All documents subsequently filed by NETsilicon pursuant to Section
  13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the end of the offering
  of the shares, shall be deemed incorporated by reference in this prospectus and
  made a part hereof from the date of filing of those documents. Any statement
  contained in a document incorporated or deemed incorporated by reference in this
  prospectus shall be deemed modified or superseded for purposes of this
  prospectus to the extent that a statement contained herein or in any other
  subsequently filed document which also is or is deemed incorporated by reference
  herein or in any prospectus supplement modifies or supersedes that statement.
  Any statement so modified or superseded shall not be deemed, except as so
  modified or superseded, to constitute a part of this prospectus.
  
                                         15
  19
  
  ================================================================================
  
  You should rely only on the information contained in this prospectus. We have
  not authorized anyone to provide you with information different from that
  contained in this prospectus. The selling security holders are offering to sell,
  and seeking offers to buy, shares of Common Stock only in jurisdictions where
  offers and sales are permitted. The information contained in this prospectus is
  accurate only as of the date of this prospectus, regardless of the time of
  delivery of this prospectus or of any sale of the Common Stock. In this
  prospectus, references to "NETsilicon," "we," "our" and "us" refer to
  NETsilicon, Inc.
  
       --------------------
  
                 TABLE OF CONTENTS
                                                 Page
                                                 ----
  
  Available Information ......................     2
  NETsilicon..................................     3
  Risk Factors ...............................     3
  Use of Proceeds ............................    14
  Selling Security Holder.....................    14
  Plan of Distribution .......................    14
  Legal Matters ..............................    15
  Experts ....................................    15
  Incorporation of Certain Information
    by Reference..............................    15
  
  ================================================================================
  
                                     725 SHARES
  
                                [NETSILICON GRAPHIC]
  
                                  NETSILICON, INC.
  
                                     725 SHARES
  
                                    COMMON STOCK
  
                                   ---------------
  
                                       REOFFER
                                     PROSPECTUS
  
                                   ---------------
  
                                   March 14, 2000
  
  ================================================================================
  20
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed with the Commission are incorporated by
  reference in this Registration Statement:
  
  (a)      Registrant's Prospectus dated September 15, 1999, as filed with the
           Commission pursuant to Rule 424(b)(1) of the Securities Act of 1933, as
           amended (the "Securities Act"), on September 15, 1999;
  
  (b)      All other reports filed pursuant to Section 13(a) or 15(d) of the
           Securities Exchange Act of 1934 (the "Exchange Act") since the end of
           the fiscal year covered by the registrant document referred to in (a)
           above.
  
  (c)      The section entitled "Description of Registrant's Securities to be
           Registered" contained in the Registrant's Registration Statement on
           Form 8-A (File No. 000-26761) filed on July 20, 1999 pursuant to
           Section 12(g) of the Exchange Act.
  
           All documents subsequently filed with the Commission by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered herein have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference in this Registration
  Statement and to be a part thereof from the date of filing of such documents.
  
  Item 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Restated Articles of Organization and the Amended and Restated
  By-Laws of the Company provide for indemnification of the Company's directors
  and officers unless such indemnification is prohibited by the Massachusetts
  Business Corporation Law. The Massachusetts Business Corporation Law generally
  permits indemnification of the Company's directors and officers for liabilities
  and expenses that they may incur in such capacities, except with respect to any
  matter that the indemnified person shall have been adjudicated in any proceeding
  not to have acted in good faith in the reasonable belief that his or her action
  was in the best interest of the Company. Reference is made to the Registrant's
  Restated Articles of Organization filed as Exhibit 3.1 to the Registrant's
  Registration Statement on Form S-1 (File No. 333-62231) and the Registrant's
  Amended and Restated By-Laws filed as Exhibit 3.3 to the Registrant's
  Registration Statement on Form S-1 (File No. 333-62231).
  
                                        II-1
  21
  
           The underwriting agreement, dated September 15, 1999, by and between
  the Registrant and the underwriters listed therein provides that the
  underwriters are obligated, under certain circumstances, to indemnify directors,
  officers and controlling persons of the Registrant against certain liabilities,
  including liabilities under the Securities Act. Reference is made to the Form of
  Underwriting Agreement filed as Exhibit 1.1 to the Registrant's Registration
  Statement on Form S-1 (File No. 333-62231).
  
           The Registrant has in effect a directors' and officers' insurance
  policy.
  
  Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           NETsilicon issued an aggregate of 725 shares of common stock to certain
  unnamed nonaffiliated security holders under the Amended and Restated 1998
  Incentive and Non-qualified Stock Option Plan. These issuances were exempt from
  registration under Section 4(2) of the Securities Act.
  
  Item 8.  EXHIBITS.
  
  Exhibit No.                              Description of Exhibit
  -----------                              ----------------------
  
   4.1          Restated Articles of Organization (filed as Exhibit 3.1 to the
                Registrant's Registration Statement on Form S-1 (File No.
                333-62231) and incorporated herein by reference)
  
   4.2          Amended and Restated By-Laws of the Registrant (filed as Exhibit
                3.3 to the Registration Statement on Form S-1 (File No. 333-62231)
                and incorporated herein by reference)
  
   4.3          NETsilicon, Inc. Amended and Restated 1998 Incentive and
                Non-qualified Stock Option Plan
  
   4.4          NETsilicon, Inc. Amended and Restated 1998 Director Stock Option
                Plan
  
   5.1          Opinion of Testa, Hurwitz & Thibeault, LLP
  
  23.1          Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
                5.1)
  
  23.2          Consent of BDO Seidman, LLP
  
  24.1          Power of Attorney (included as part of the signature page of this
                Registration Statement)
  
  Item 9.  UNDERTAKINGS.
  
           (a)      The undersigned Registrant hereby undertakes:
  
                    (1)    To file, during any period in which offers or sales are
                    being made, a post-effective amendment to this registration
                    statement:
  
                                        II-2
  22
  
                             (i)      To include any prospectus required by
                             Section 10(a)(3) of the Securities Act of 1933;
  
                             (ii)     To reflect in the prospectus any facts or
                             events arising after the effective date of the
                             registration statement (or the most recent
                             post-effective amendment thereof) which, individually
                             or in the aggregate, represent a fundamental change
                             in the information set forth in the registration
                             statement. Notwithstanding the foregoing, any
                             increase or decrease in volume of securities offered
                             (if the total dollar value of securities offered
                             would not exceed that which was registered) and any
                             deviation from the low or high end of the estimated
                             maximum offering range may be reflected in the form
                             of prospectus filed with the Commission pursuant to
                             Rule 424(b) if, in the aggregate, the changes in
                             volume and price represent no more than a 20 percent
                             change in the maximum aggregate offering price set
                             forth in the "Calculation of Registration Fee" table
                             in the effective registration statement;
  
                             (iii)    To include any material information with
                             respect to the plan of distribution not previously
                             disclosed in the registration statement or any
                             material change to such information in the
                             registration statement;
  
                             provided, however, that paragraphs (a)(1)(i) and
                             (a)(1)(ii) do not apply if the information required
                             to be included in a post-effective amendment by those
                             paragraphs is contained in periodic reports filed
                             with or furnished to the Commission by the Registrant
                             pursuant to Section 13 or Section 15(d) of the
                             Securities Exchange Act of 1934 that are incorporated
                             by reference in the Registration Statement.
  
                    (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.
  
                    (4)      If the registrant is a foreign private issuer, to
                    file a post-effective amendment to the registration statement
                    to include any financial statements required by Rule 3-19 of
                    this chapter at the start of any delayed offering or
                    throughout a continuous offering. Financial statements and
                    information otherwise required by Section 10(a)(3) of the Act
                    need not be furnished, provided, that the registrant includes
                    in the prospectus, by means of a post-effective amendment,
                    financial statements required pursuant to this paragraph
                    (a)(4) and other information necessary to ensure that all
                    other information in the prospectus is at least as current as
                    the date of those financial statements. Notwithstanding the
                    foregoing, with respect to registration statements on Form
                    F-3, a post-effective amendment need not be filed to include
                    financial statements and information required by Section
                    10(a)(3) of the Act or Rule 3-19 of this chapter if such
                    financial statements and information are contained in periodic
                    reports filed with or furnished to the Commission by the
                    registrant pursuant to Section 13 or Section 15(d) of the
                    Securities Exchange Act of 1934 that are incorporated by
                    reference in the Form F-3.
  
                                        II-3
  23
  
           (b)      The undersigned Registrant hereby undertakes that, for
           purposes of determining any liability under the Securities Act of 1933,
           each filing of the Registrant's annual report pursuant to Section 13(a)
           or Section 15(d) of the Securities Exchange Act of 1934 (and, where
           applicable, each filing of an employee benefit plan's annual report
           pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
           is incorporated by reference in the registration statement shall be
           deemed to be a new registration statement relating to the securities
           offered therein, and the offering of such securities at that time shall
           be deemed to be the initial bona fide offering thereof.
  
           (c)      Insofar as indemnification for liabilities arising under the
           Securities Act of 1933 may be permitted to directors, officers and
           controlling persons of the Registrant pursuant to the foregoing
           provisions, or otherwise, the Registrant has been advised that in the
           opinion of the Securities and Exchange Commission such indemnification
           is against public policy as expressed in the Act and is, therefore,
           unenforceable. In the event that a claim for indemnification against
           such liabilities (other than the payment by the Registrant of expenses
           incurred or paid by a director, officer or controlling person of the
           Registrant in the successful defense of any action, suit or proceeding)
           is asserted by such director, officer or controlling person in
           connection with the securities being registered, the Registrant will,
           unless in the opinion of its counsel the matter has been settled by
           controlling precedent, submit to a court of appropriate jurisdiction
           the question whether such indemnification by it is against public
           policy as expressed in the Act and will be governed by the final
           adjudication of such issue.
  
                                        II-4
  24
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Waltham in the State of Massachusetts, on this 13th
  day of March, 2000.
  
                                      NETsilicon, Inc.
  
                                      By: /s/ Cornelius Peterson VIII
                                          ---------------------------
                                            Cornelius Peterson VIII
                                            President and Chief Executive Officer
  
                          POWER OF ATTORNEY AND SIGNATURES
  
           We, the undersigned officers and directors of NETsilicon, Inc., hereby
  severally constitute and appoint Cornelius Peterson VIII and Daniel J. Sullivan,
  and each of them singly, our true and lawful attorneys, with full power to them
  and each of them singly, to sign for us in our names in the capacities indicated
  below, any amendments to this Registration Statement on Form S-8 (including
  post-effective amendments), and to file the same, with all exhibits thereto and
  other documents in connection therewith, with the Securities and Exchange
  Commission, and generally to do all things in our names and on our behalf in our
  capacities as officers and directors to enable NETsilicon, Inc., to comply with
  the provisions of the Securities Act of 1933, as amended, hereby ratifying and
  confirming our signatures as they may be signed by our said attorneys, or any of
  them, to said Registration Statement and all amendments thereto.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  SIGNATURE                                       TITLE                                  DATE
  /s/ Cornelius Peterson VIII           President, Chief Executive Officer and                   March 13, 2000
  ------------------------------------- Director (Principal Executive Officer)
  Cornelius Peterson VIII
  
  /s/ Daniel J. Sullivan                Chief Financial Officer                                  March 13, 2000
  ------------------------------------- (Principal Financial and Accounting Officer)
  Daniel J. Sullivan
  
  /s/ Michael K. Ballard                Director                                                 March 13, 2000
  -------------------------------------
  Michael K. Ballard
  
  /s/ Francis E. Girard                 Director                                                 March 13, 2000
  -------------------------------------
  Francis E. Girard
  
  /s/ William Johnson                   Director                                                 March 13, 2000
  -------------------------------------
  William Johnson
  
  /s/ Edward B. Roberts                 Director                                                 March 13, 2000
  -------------------------------------
  Edward B. Roberts
  
  /s/ F. Grant Saviers                  Director                                                 March 13, 2000
  -------------------------------------
  F. Grant Saviers
  II-5
  25
  
                                  INDEX TO EXHIBITS
  
  EXHIBIT NO.        DESCRIPTION OF EXHIBIT
  
   4.1               Restated Articles of Organization (filed as Exhibit 3.1 to
                     the Registrant's Registration
                     Statement on Form S-1 (File No. 333-62231) and incorporated
                     herein by reference)
   4.2               Amended and Restated By-Laws of the Registrant (filed as
                     Exhibit 3.3 to the Registration Statement on Form S-1 (File
                     No. 333-62231) and incorporated herein by reference)
   4.3               NETsilicon, Inc. Amended and Restated 1998 Incentive and
                     Non-qualified Stock Option Plan
   4.4               NETsilicon, Inc. Amended and Restated 1998 Director Stock
                     Option Plan
   5.1               Opinion of Testa, Hurwitz & Thibeault, LLP
  23.1               Consent of Testa, Hurwitz & Thibeault, LLP (included in
                     Exhibit 5.1)
  23.2               Consent of BDO Seidman, LLP
  24.1               Power of Attorney (included as part of the signature page of
                     this Registration Statement)