<PAGE>   1
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             CYBERGUARD CORPORATION
             (Exact name of registrant as specified in its charter)

           Florida                                    65-0510339
(State or other jurisiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                         2000 WEST COMMERCIAL BOULEVARD
                                    SUITE 200
                         FORT LAUDERDALE, FLORIDA 33309
                                 (954) 958-3900
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                             CYBERGUARD CORPORATION
                             RETIREMENT SAVINGS PLAN
                           (Full titles of the Plans)

                                  Michael Matte
                           Chief Financial Officer and
                            Vice President of Finance
                             CyberGuard Corporation
                    2000 West Commercial Boulevard, Suite 200
                         Fort Lauderdale, Florida 33309
                                 (954) 958-3900
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

===========================================================================================================
                                                   Proposed Maximum    Proposed Maximum
Title of Securities to be       Amount to         Offering Price Per      Aggregate           Amount of
      Registered              be Registered            Share(1)         Offering Price     Registration Fee
-------------------------     -------------       ------------------  -----------------    ----------------
<S>                               <C>                 <C>                   <C>                  <C>
Common Stock,                     250,000             $2.9687              $742,175              $186
  $.01 par value
===========================================================================================================
</TABLE>

(1)    Estimated solely for the purpose of calculating the registration fee
       pursuant to Rule 457(h) on the basis of the average of the high and low
       price of the Common Stock of CyberGuard Corporation on April 3, 2001,
       as quoted on the Pink Sheets.

<PAGE>   2

                        REGISTRATION OF ADDITIONAL SHARES

         CyberGuard Corporation, a Florida corporation (the "Registrant"), is
filing this Registration Statement on Form S-8 with the Securities and Exchange
Commission (the "SEC") to register 250,000 additional shares of Common Stock for
issuance under the CyberGuard Corporation Retirement Savings Plan, as amended
(amending and restating in its entirety the Harris Computer Systems Corporation
Employee Savings Plan) (the "Plan") pursuant to General Instruction E. -
Registration of Additional Securities of Form S-8. The contents of the original
Registration Statement on Form S-8 filed in connection with the Plan
(Registration No. 33-88448) are incorporated herein by reference.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by the Registrant with the SEC pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated by reference herein:

         (1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 2000, filed with the SEC on September 28, 2000.

         (2) The Registrant's Current Report on Form 8-K, dated September 27,
2000, filed with the SEC on September 29, 2000.

         (3) The Registrant's Current Report on Form 8-K, dated October 13,
2000, filed with the SEC on November 2, 2000.

         (4) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 2000, filed with the SEC on November 14, 2000.

         (5) The Registrant's Current Report on Form 8-K, dated January 18,
2001, filed with the SEC on January 29, 2001.

         (6) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 2000, filed with the SEC on February 14, 2001.

         (7) The Registrant's Current Report on Form 8-K, dated February 9,
2001, filed with the SEC on February 15, 2001.

         (8) The Registrant's Description of Common Stock on Form 10, effective
September 1994 (File No. 0-24544)(including all amendments and reports updating
such description).

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

         The class of securities to be offered under this Registration Statement
is registered under Section 12 of the
Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.




                                       2
<PAGE>   3

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         LIMITATION ON LIABILITY OF DIRECTORS

         In accordance with Section 607.0831 of the Florida Business Corporation
Act ("Florida BCA"), which mandates the elimination of a director's personal
liability except under certain circumstances, Article XII of the Registrant's
Articles of Incorporation ("Article Twelve") provides that directors of the
Registrant shall not be personally liable to the Registrant or its shareholders
for monetary damages for breach of fiduciary duty as a director, except to the
extent that such exemption from liability or limitation thereof is not permitted
under the Florida BCA as currently in effect or as the same may hereafter be
amended. Under Section 607.0831 of the Florida BCA, as in effect on the date
hereof, a director remains personally liable for monetary damages to the
corporation or any other person for any statement, vote, decision, or failure to
act, regarding corporate management or policy, if the director breached or
failed to perform his duties as a director and the director's breach of, or
failure to perform, those duties constitutes (i) a violation of the criminal
law, unless the director had reasonable cause to believe his conduct was lawful
or had no reasonable cause to believe his conduct was unlawful, (ii) a
transaction from which the director derived an improper personal benefit, either
directly or indirectly, (iii) a violation of Section 607.0834 of the Florida
BCA, which proscribes directors from voting for or assenting to the payment of
distributions to shareholders under certain circumstances, (iv) willful
misconduct or conscious disregard for the best interests of the corporation in a
proceeding by or in the right of the corporation to procure a judgment in its
favor or by or in the right of a shareholder, or (v) recklessness or an act or
omission which was committed in bad faith or with malicious purpose or in a
manner exhibiting wanton and willful disregard of human rights, safety, or
property in a proceeding by or in the right of someone other than the
corporation or a shareholder.

         Article Twelve provides that any future amendment, modification or
repeal of its terms (including any amendment or repeal of Article Twelve made by
virtue of any change in the Florida BCA) will not adversely affect any right or
protection of a director existing thereunder with respect to acts or omissions
of such director occurring prior to such amendment, modification or repeal.

         INDEMNIFICATION AND INSURANCE

         Pursuant to authority conferred by Section 607.0850 of the Florida BCA,
Section 6.4 of the Registrant's By-Laws mandates that the Registrant's
directors, officers, and employees be indemnified to the fullest extent
permitted by law for all expenses relating to any action, suit or proceeding,
whether civil, criminal, administrative or investigative (i) by reason of the
fact that such person is or was a director, officer, or employee of the
Registrant or (ii) by reason of the fact that, while such person is or was a
director, officer, or employee of the Registrant, such person is or was serving
at the request of the Registrant as a director, officer, or employee of another
enterprise. Indemnification is available only where the person seeking
indemnification has (i) acted in good faith and (ii) in a manner he reasonably
believed to be in, or not opposed to, the best interests of the Registrant with
respect to the claim against him. With respect to a criminal action or
proceeding, such person must also have had no reasonable cause to believe his
conduct was unlawful. Section 607.0850(3) of the Florida BCA requires that the
Registrant indemnify its directors, officers, employees, and agents to the
extent such person has been successful on the merits or otherwise in defense of
any such proceeding.

         Section 607.0850(6) of the Florida BCA permits the Registrant to pay
those expenses incurred by an officer or director in defending a civil or
criminal proceeding in advance of the final disposition of such proceeding upon
receipt of an undertaking by or on behalf of such director or officer to repay
such amount if he is ultimately found not to be entitled to indemnification by
the Registrant. Expenses incurred by other employees and agents may be paid in
advance upon such terms or conditions that the board of directors deems
appropriate. Section 6.4 of the Registrant's By-Laws requires the Registrant to
pay or reimburse all expenses, including attorneys' fees, incurred by any such
person in defending any such action, suit or proceeding upon receipt by the
Registrant of an undertaking of such person to repay such expenses if it shall
ultimately be determined that such person is not entitled to be indemnified by
the Registrant.



                                       3
<PAGE>   4

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act") may be permitted for directors
and officers and controlling persons pursuant to the foregoing provisions, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS

    4.1       Articles of Incorporation, as amended, of the Registrant
              (incorporated by reference to the Registrant's Annual Report on
              Form 10-K for the fiscal year ended June 30, 1996).

    4.2       Articles of Amendment to the Articles of Incorporation
              (incorporated by reference to the Registrant's Annual Report on
              Form 10-K for the fiscal year ended June 30, 2000, filed on
              September 28, 2000).

    4.3       Restated By-laws of the Registrant (incorporated by reference to
              the Registrant's Quarterly Report on Form 10-Q for the fiscal
              quarter ended September 30, 1999, filed on November 12, 1999).

    4.4       Form of Common Stock Certificate (incorporated by reference to the
              Registrant's Registration Statement on Form S-3 dated May 23, 1996
              (File No. 333-04407).

    4.5       Form of Stockholder Rights Plan (incorporated by reference to
              Post-Effective Amendment No. 1 to the Registrant's Registration
              Statement on Form 10, filed with the SEC on September 29, 1994
              (File No. 0-24544)).

    4.6       Form of Share Holding Agreement between Concurrent Computer
              Corporation and the Registrant (incorporated by reference to the
              Registrant's Registration Statement on Form S-3 dated May 23, 1996
              (File No. 333-04407)).

    4.7       Retirement Savings Plan dated July 1, 1996, as amended.

     5        Opinion of Holland & Knight LLP.

   23.1       Consent of Holland & Knight LLP (included as part of Exhibit 5
              above).

   23.2       Consent of Grant Thornton LLP.

   23.3       Consent of PricewaterhouseCoopers LLP.

    24        Powers of Attorney (included as part of the Signature Page of this
              Registration Statement).

         The undersigned Registrant hereby undertakes that it will submit the
Plan and all amendments thereto to the Internal Revenue Service ("IRS") in a
timely manner and will make all changes required by the IRS in order to qualify
the Plan.



                                       4
<PAGE>   5

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:

                           (i) To include any prospectus required by Section
10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in the 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 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 this
Registration Statement or any material change to such information in this
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
Exchange Act that are incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.



                                       5
<PAGE>   6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Lauderdale, State of Florida, on the 28th day of
March, 2001.

                                      CYBERGUARD CORPORATION


                                      /s/ Scott J. Hammack
                                      ------------------------------------------
                                      By:  Scott J. Hammack
                                           Chief Executive Officer and Director

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Scott J. Hammack, and Michael Matte, his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments, including post-effective amendments,
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the SEC, granting unto said
attorney-in-fact and agent, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each said attorneys-in-fact and agent or
either of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed on March 28, 2001 by the following persons in the
capacities indicated below.

        Signature                                     Title
        ---------                                     ------



/s/ Scott J. Hammack                    Chief Executive Officer and Director
-----------------------------------         (Principal Executive Officer)
Scott J. Hammack




/s/ Michael Matte                     Chief Financial Officer and Vice President
-----------------------------------                   Of Finance
Michael Matte                                (Principal Financial Officer)



/s/ David R. Proctor                          Chairman of the Board of Directors
-----------------------------------
David R. Proctor



/s/ John V. Tiberi, Jr.                                Director
-----------------------------------
John V. Tiberi, Jr.



/s/ David T. Vandewater                                Director
-----------------------------------
David T. Vandewater



/s/ David L. Manning                                   Director
-----------------------------------
David L. Manning



/s/ Richard L. Scott                                   Director
-----------------------------------
Richard L. Scott


/s/ William G. Scott                                   Director
-----------------------------------
William G. Scott



                                       6
<PAGE>   7




                                  EXHIBIT INDEX

 Exhibit
  Number          Exhibit Description
 -------          --------------------

    4.7      Retirement Savings Plan dated July 1, 1996, as amended.

    5        Opinion of Holland & Knight LLP.

   23.1      Consent of Holland & Knight LLP (included as part of Exhibit 5
             above).

   23.2      Consent of Grant Thornton LLP

   23.3      Consent of PricewaterhouseCoopers LLP.

   24        Powers of Attorney (included as part of the Signature Page of this
             Registration Statement).
[{"type": "S-8", "sequence": "1", "filename": "g68341s8s-8.txt", "description": "CYBERGUARD CORPORATION FORM S-8", "secsgml_size_bytes": 21469}]
{"company-data": {"conformed-name": "CYBERGUARD CORP", "cik": "0000927133", "assigned-sic": "3571", "irs-number": "650510339", "state-of-incorporation": "FL", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58262", "film-number": "1595207"}, "business-address": {"street1": "2000 WEST COMMERCIAL BLVD", "street2": "SUITE 200", "city": "FORT LAUDERDALE", "state": "FL", "zip": "33309", "phone": "9549583900"}, "mail-address": {"street1": "2000 WEST COMMERCIAL BLVD", "street2": "2000 WEST COMMERCIAL BLVD, SUITE 200", "city": "FT LAUDERDALE", "state": "FL", "zip": "33309"}, "former-company": {"former-conformed-name": "HARRIS COMPUTER SYSTEMS CORP", "date-changed": "19940720"}}
1
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             CYBERGUARD CORPORATION
             (Exact name of registrant as specified in its charter)

           Florida                                    65-0510339
(State or other jurisiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                         2000 WEST COMMERCIAL BOULEVARD
                                    SUITE 200
                         FORT LAUDERDALE, FLORIDA 33309
                                 (954) 958-3900
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                             CYBERGUARD CORPORATION
                             RETIREMENT SAVINGS PLAN
                           (Full titles of the Plans)

                                  Michael Matte
                           Chief Financial Officer and
                            Vice President of Finance
                             CyberGuard Corporation
                    2000 West Commercial Boulevard, Suite 200
                         Fort Lauderdale, Florida 33309
                                 (954) 958-3900
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
===========================================================================================================
                                                   Proposed Maximum    Proposed Maximum
Title of Securities to be       Amount to         Offering Price Per      Aggregate           Amount of
      Registered              be Registered            Share(1)         Offering Price     Registration Fee
-------------------------     -------------       ------------------  -----------------    ----------------
Common Stock,                     250,000             $2.9687              $742,175              $186
  $.01 par value
===========================================================================================================
(1)    Estimated solely for the purpose of calculating the registration fee
       pursuant to Rule 457(h) on the basis of the average of the high and low
       price of the Common Stock of CyberGuard Corporation on April 3, 2001,
       as quoted on the Pink Sheets.
2

                        REGISTRATION OF ADDITIONAL SHARES

         CyberGuard Corporation, a Florida corporation (the "Registrant"), is
filing this Registration Statement on Form S-8 with the Securities and Exchange
Commission (the "SEC") to register 250,000 additional shares of Common Stock for
issuance under the CyberGuard Corporation Retirement Savings Plan, as amended
(amending and restating in its entirety the Harris Computer Systems Corporation
Employee Savings Plan) (the "Plan") pursuant to General Instruction E. -
Registration of Additional Securities of Form S-8. The contents of the original
Registration Statement on Form S-8 filed in connection with the Plan
(Registration No. 33-88448) are incorporated herein by reference.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by the Registrant with the SEC pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated by reference herein:

         (1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 2000, filed with the SEC on September 28, 2000.

         (2) The Registrant's Current Report on Form 8-K, dated September 27,
2000, filed with the SEC on September 29, 2000.

         (3) The Registrant's Current Report on Form 8-K, dated October 13,
2000, filed with the SEC on November 2, 2000.

         (4) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 2000, filed with the SEC on November 14, 2000.

         (5) The Registrant's Current Report on Form 8-K, dated January 18,
2001, filed with the SEC on January 29, 2001.

         (6) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 2000, filed with the SEC on February 14, 2001.

         (7) The Registrant's Current Report on Form 8-K, dated February 9,
2001, filed with the SEC on February 15, 2001.

         (8) The Registrant's Description of Common Stock on Form 10, effective
September 1994 (File No. 0-24544)(including all amendments and reports updating
such description).

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

         The class of securities to be offered under this Registration Statement
is registered under Section 12 of the
Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

                                       2
3

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         LIMITATION ON LIABILITY OF DIRECTORS

         In accordance with Section 607.0831 of the Florida Business Corporation
Act ("Florida BCA"), which mandates the elimination of a director's personal
liability except under certain circumstances, Article XII of the Registrant's
Articles of Incorporation ("Article Twelve") provides that directors of the
Registrant shall not be personally liable to the Registrant or its shareholders
for monetary damages for breach of fiduciary duty as a director, except to the
extent that such exemption from liability or limitation thereof is not permitted
under the Florida BCA as currently in effect or as the same may hereafter be
amended. Under Section 607.0831 of the Florida BCA, as in effect on the date
hereof, a director remains personally liable for monetary damages to the
corporation or any other person for any statement, vote, decision, or failure to
act, regarding corporate management or policy, if the director breached or
failed to perform his duties as a director and the director's breach of, or
failure to perform, those duties constitutes (i) a violation of the criminal
law, unless the director had reasonable cause to believe his conduct was lawful
or had no reasonable cause to believe his conduct was unlawful, (ii) a
transaction from which the director derived an improper personal benefit, either
directly or indirectly, (iii) a violation of Section 607.0834 of the Florida
BCA, which proscribes directors from voting for or assenting to the payment of
distributions to shareholders under certain circumstances, (iv) willful
misconduct or conscious disregard for the best interests of the corporation in a
proceeding by or in the right of the corporation to procure a judgment in its
favor or by or in the right of a shareholder, or (v) recklessness or an act or
omission which was committed in bad faith or with malicious purpose or in a
manner exhibiting wanton and willful disregard of human rights, safety, or
property in a proceeding by or in the right of someone other than the
corporation or a shareholder.

         Article Twelve provides that any future amendment, modification or
repeal of its terms (including any amendment or repeal of Article Twelve made by
virtue of any change in the Florida BCA) will not adversely affect any right or
protection of a director existing thereunder with respect to acts or omissions
of such director occurring prior to such amendment, modification or repeal.

         INDEMNIFICATION AND INSURANCE

         Pursuant to authority conferred by Section 607.0850 of the Florida BCA,
Section 6.4 of the Registrant's By-Laws mandates that the Registrant's
directors, officers, and employees be indemnified to the fullest extent
permitted by law for all expenses relating to any action, suit or proceeding,
whether civil, criminal, administrative or investigative (i) by reason of the
fact that such person is or was a director, officer, or employee of the
Registrant or (ii) by reason of the fact that, while such person is or was a
director, officer, or employee of the Registrant, such person is or was serving
at the request of the Registrant as a director, officer, or employee of another
enterprise. Indemnification is available only where the person seeking
indemnification has (i) acted in good faith and (ii) in a manner he reasonably
believed to be in, or not opposed to, the best interests of the Registrant with
respect to the claim against him. With respect to a criminal action or
proceeding, such person must also have had no reasonable cause to believe his
conduct was unlawful. Section 607.0850(3) of the Florida BCA requires that the
Registrant indemnify its directors, officers, employees, and agents to the
extent such person has been successful on the merits or otherwise in defense of
any such proceeding.

         Section 607.0850(6) of the Florida BCA permits the Registrant to pay
those expenses incurred by an officer or director in defending a civil or
criminal proceeding in advance of the final disposition of such proceeding upon
receipt of an undertaking by or on behalf of such director or officer to repay
such amount if he is ultimately found not to be entitled to indemnification by
the Registrant. Expenses incurred by other employees and agents may be paid in
advance upon such terms or conditions that the board of directors deems
appropriate. Section 6.4 of the Registrant's By-Laws requires the Registrant to
pay or reimburse all expenses, including attorneys' fees, incurred by any such
person in defending any such action, suit or proceeding upon receipt by the
Registrant of an undertaking of such person to repay such expenses if it shall
ultimately be determined that such person is not entitled to be indemnified by
the Registrant.

                                       3
4

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act") may be permitted for directors
and officers and controlling persons pursuant to the foregoing provisions, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS

    4.1       Articles of Incorporation, as amended, of the Registrant
              (incorporated by reference to the Registrant's Annual Report on
              Form 10-K for the fiscal year ended June 30, 1996).

    4.2       Articles of Amendment to the Articles of Incorporation
              (incorporated by reference to the Registrant's Annual Report on
              Form 10-K for the fiscal year ended June 30, 2000, filed on
              September 28, 2000).

    4.3       Restated By-laws of the Registrant (incorporated by reference to
              the Registrant's Quarterly Report on Form 10-Q for the fiscal
              quarter ended September 30, 1999, filed on November 12, 1999).

    4.4       Form of Common Stock Certificate (incorporated by reference to the
              Registrant's Registration Statement on Form S-3 dated May 23, 1996
              (File No. 333-04407).

    4.5       Form of Stockholder Rights Plan (incorporated by reference to
              Post-Effective Amendment No. 1 to the Registrant's Registration
              Statement on Form 10, filed with the SEC on September 29, 1994
              (File No. 0-24544)).

    4.6       Form of Share Holding Agreement between Concurrent Computer
              Corporation and the Registrant (incorporated by reference to the
              Registrant's Registration Statement on Form S-3 dated May 23, 1996
              (File No. 333-04407)).

    4.7       Retirement Savings Plan dated July 1, 1996, as amended.

     5        Opinion of Holland & Knight LLP.

   23.1       Consent of Holland & Knight LLP (included as part of Exhibit 5
              above).

   23.2       Consent of Grant Thornton LLP.

   23.3       Consent of PricewaterhouseCoopers LLP.

    24        Powers of Attorney (included as part of the Signature Page of this
              Registration Statement).

         The undersigned Registrant hereby undertakes that it will submit the
Plan and all amendments thereto to the Internal Revenue Service ("IRS") in a
timely manner and will make all changes required by the IRS in order to qualify
the Plan.

                                       4
5

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:

                           (i) To include any prospectus required by Section
10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in the 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 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 this
Registration Statement or any material change to such information in this
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
Exchange Act that are incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       5
6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Lauderdale, State of Florida, on the 28th day of
March, 2001.

                                      CYBERGUARD CORPORATION

                                      /s/ Scott J. Hammack
                                      ------------------------------------------
                                      By:  Scott J. Hammack
                                           Chief Executive Officer and Director

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Scott J. Hammack, and Michael Matte, his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments, including post-effective amendments,
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the SEC, granting unto said
attorney-in-fact and agent, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each said attorneys-in-fact and agent or
either of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed on March 28, 2001 by the following persons in the
capacities indicated below.

        Signature                                     Title
        ---------                                     ------

/s/ Scott J. Hammack                    Chief Executive Officer and Director
-----------------------------------         (Principal Executive Officer)
Scott J. Hammack

/s/ Michael Matte                     Chief Financial Officer and Vice President
-----------------------------------                   Of Finance
Michael Matte                                (Principal Financial Officer)

/s/ David R. Proctor                          Chairman of the Board of Directors
-----------------------------------
David R. Proctor

/s/ John V. Tiberi, Jr.                                Director
-----------------------------------
John V. Tiberi, Jr.

/s/ David T. Vandewater                                Director
-----------------------------------
David T. Vandewater

/s/ David L. Manning                                   Director
-----------------------------------
David L. Manning

/s/ Richard L. Scott                                   Director
-----------------------------------
Richard L. Scott

/s/ William G. Scott                                   Director
-----------------------------------
William G. Scott

                                       6
7

                                  EXHIBIT INDEX

 Exhibit
  Number          Exhibit Description
 -------          --------------------

    4.7      Retirement Savings Plan dated July 1, 1996, as amended.

    5        Opinion of Holland & Knight LLP.

   23.1      Consent of Holland & Knight LLP (included as part of Exhibit 5
             above).

   23.2      Consent of Grant Thornton LLP

   23.3      Consent of PricewaterhouseCoopers LLP.

   24        Powers of Attorney (included as part of the Signature Page of this
             Registration Statement).