<PAGE>
   As filed with the Securities and Exchange Commission on November 30, 2001

                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


                            VERSO TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

               MINNESOTA                                       41-1484525
     (State or other jurisdiction                           (I.R.S. Employer
   of incorporation or organization)                       Identification No.)

                              400 Galleria Parkway
                                    Suite 300
                             Atlanta, Georgia 30326
          (Address, including zip code, of principal executive offices)


               VERSO TECHNOLOGIES, INC. 1999 STOCK INCENTIVE PLAN
                            (Full title of the plans)


                  Mr. Steven A. Odom                Robert C. Hussle, Esq.
               Verso Technologies, Inc.              Rogers & Hardin LLP
                 400 Galleria Parkway             2700 International Tower
                       Suite 300                 229 Peachtree Street, N.E.
                Atlanta, Georgia 30326             Atlanta, Georgia  30303
                    (678) 589-3500                     (404) 522-4700

         (Names, addresses, including zip codes, and telephone numbers,
                  including area codes, of agents for service)


<TABLE>
<CAPTION>
                                                  CALCULATION OF REGISTRATION FEE
==================================== ======================== ========================== ======================= ==================
     Title of Securities to be            Amount to be            Proposed Maximum          Proposed Maximum          Amount of
            Registered                    Registered(2)          Offering Price Per        Aggregate Offering     Registration Fee
                                                                        Share(3)                   Price
------------------------------------ ------------------------ -------------------------- ----------------------- ------------------
<S>                                  <C>                      <C>                        <C>                     <C>
 Common Stock, par value $.01 per
             share (1)                      5,000,000                 $0.795                  $3,975,000              $951
==================================== ======================== ========================== ======================= ==================
</TABLE>

(1)      Represents shares issuable pursuant to the Verso Technologies, Inc.
1999 Stock Incentive Plan (the "Plan").

(2)      This registration statement also relates to an indeterminate number of
additional shares of common stock that may become issuable pursuant to
anti-dilution and adjustment provisions of the Plan. In addition, pursuant to
Rule 416(c) under the Securities Act of 1933, as amended, this registration
statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the Plan as described herein.

(3)      Pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as
amended, and solely for the purpose of calculating the applicable registration
fee, the proposed maximum offering price per share has been estimated at $0.795,
which amount represents the average of the high and low sales prices of the
common stock of Verso Technologies, Inc. on November 27, 2001 as reported on
the NASDAQ.



<PAGE>



                                     PART II

                                EXPLANATORY NOTE

         This Registration Statement on Form S-8 is being filed to register
additional shares of common stock, par value $.01 per share ("Common Stock"), of
Verso Technologies, Inc. ("Verso") issuable pursuant to the Verso Technologies,
Inc. 1999 Stock Incentive Plan (the "Plan"). Verso initially registered
5,500,000 shares of Common Stock issuable under the Plan on a Registration
Statement on Form S-8 (File No. 333-85107) filed with the Securities and
Exchange Commission (the "Commission") on August 13, 1999 (the "Initial
Registration Statement"). Pursuant to General Instruction E of Form S-8, the
contents of the Initial Registration Statement are incorporated herein by
reference.

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents previously filed with the Commission are
incorporated by reference in this Registration Statement:

         (i)      Verso's Annual Report on Form 10-K for the year ended December
                  31, 2000, filed with the Commission on March 30, 2001;

         (ii)     Amendments to Verso's Annual Report on Form 10-K on Form
                  10-K/A for the year ended December 31, 2000, filed with the
                  Commission on April 30, 2001 and October 12, 2001;

         (iii)    The description of Verso's Common Stock contained in Verso's
                  Registration Statement on Form 8-A (File No. 0-22190), filed
                  with the Commission on August 24, 1993;

         (iv)     Verso's Current Reports on Form 8-K and Amendments to Verso's
                  Current Reports on Form 8-K/A, filed with the Commission on
                  January 22, 2001; January 25, 2001; February 2, 2001; May 16,
                  2001; June 5, 2001; August 10, 2001; and November 19, 2001;

         (v)      Verso's Quarterly Reports on Form 10-Q for the quarters ended
                  March 31, 2001, June 30, 2001, and September 30, 2001, filed
                  with the Commission on May 15, 2001, August 14, 2001 and
                  November 14, 2001, respectively;

         (vi)     Amendments to Verso's Quarterly Reports on Form 10-Q on Form
                  10-Q/A for the quarters ended March 31, 2001 and June 30,
                  2001, both filed with the Commission on October 12, 2001; and

         (vii)    Verso's joint proxy statement/prospectus dated October 12,
                  2001 relating to Verso's merger with Telemate.Net Software,
                  Inc. included in Verso's Registration Statement on Form S-4
                  filed on June 4, 2001, as amended by Amendment No. 1,
                  Amendment No. 2 and Amendment No. 3 thereto, filed with the
                  Commission on August 1, 2001, September 12, 2001 and October
                  12, 2001, respectively.

         All documents subsequently filed by the Registrant or the Plan pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all the shares of
Common Stock offered hereby have been sold or which deregisters all of such
shares then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.



<PAGE>


ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         Article V of Verso's Amended and Restated Articles of Incorporation
limits the liability of Verso's directors to the fullest extent permitted by the
Minnesota Business Corporation Act (the "MBCA"). Specifically, directors of
Verso will not be personally liable for monetary damages for breach of fiduciary
duty as directors, except liability for (1) any breach of the duty of loyalty to
Verso or its shareholders, (2) acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of law, (3) dividends or
other distributions of corporate assets that are in contravention of certain
statutory or contractual restrictions, (4) violations of certain Minnesota
securities laws, or (5) any transaction from which the director derives an
improper personal benefit.

         Article IV of Verso's Amended and Restated Articles of Incorporation
gives Verso the power and authority to provide indemnification to officers,
directors, employees and agents of Verso to the fullest extent permissible under
the MBCA. Section 302A.521 of the MBCA requires that a company indemnify any
director, officer or employee made or threatened to be made a party to a
proceeding, by reason of the former or present official capacity of the person,
against judgments, penalties, fines, settlements and reasonable expenses
incurred in connection with the proceeding if certain statutory standards are
met. "Proceeding" means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including a derivative
action in the name of the company. Reference is made to the detailed terms of
Section 302A.531 of the MBCA for a complete statement of such indemnification
rights.

         Article VII of Verso's Restated Bylaws provides that Verso shall
indemnify such persons, for such expenses and liabilities, in such manner, under
or hereafter amended, provided that a determination is made in each case, in the
manner required by such statute, that the person seeking indemnification is
eligible therefor.

         Verso maintains a directors' and officers' liability insurance,
including a reimbursement policy in favor of Verso.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The exhibits to this Registration Statement are listed on the Exhibit
Index included elsewhere herein.

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
                                    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 this Registration
                                    Statement. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value 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% change in
                                    the maximum aggregate offering price set
                                    forth in the "Calculation of Registration
                                    Fee" table set forth in this Registration
                                    Statement; and


                                      II-2
<PAGE>

                           (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.

                  (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 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 the Registration Statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered herein, 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
                  provisions described in Item 6, or otherwise, the Registrant
                  has been advised that in the opinion of the Commission such
                  indemnification is against public policy as expressed in the
                  Securities Act and is, therefore, unenforceable. In the event
                  that a claim for indemnification against such liabilities
                  (other than the payment by the Registrant of expenses incurred
                  or paid by a director, officer of 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.

                         [SIGNATURES ON FOLLOWING PAGE]


                                      II-3

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended
(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 Atlanta, Georgia, on this 30th day of
November, 2001.


                                      VERSO TECHNOLOGIES, INC.


                                      By: /s/  Steven A. Odom
                                          --------------------------------------
                                          Steven A. Odom
                                          Chairman and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of November 30, 2001.



<TABLE>
<CAPTION>
                NAME                                CAPACITY
                ----                                --------
     <S>                                     <C>

     /s/  Steven A. Odom                     Chief Executive Officer,
     ----------------------------            Chairman and Director (Principal
     Steven A. Odom                          Executive Officer)


     /s/  Juliet M. Reising                  Executive Vice President,
     ----------------------------            Chief Financial Officer
     Juliet M. Reising                       (Principal Financial Officer
                                             and Principal Accounting
                                             Officer) and Director

     /s/  James M. Logsdon                   President, Chief Operating Officer
     ----------------------------            and Director
     James M. Logsdon

                                             Director
     ----------------------------
     Murali Anantharaman

     /s/  Max E. Bobbitt*                    Director
     ----------------------------
     Max E. Bobbitt

     /s/  Gary H. Heck*                      Director
     ----------------------------
     Gary H. Heck

     /s/  Richard L. Mauro*                  Director
     ----------------------------
     Richard L. Mauro

     /s/  Amy L. Newman*                     Director
     ----------------------------
     Amy L. Newmark

                                             Director
     ----------------------------
     Stephen E. Raville

     /s/  Joseph R. Wright, Jr.*             Director
     ----------------------------
     Joseph R. Wright, Jr.


     *By:  /s/  Juliet M. Reising
           ----------------------
           As Attorney-In-Fact
</TABLE>


                                      II-4



<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
  NO.       DESCRIPTION
-------     -----------
<S>         <C>
4.1         Verso Technologies, Inc. 1999 Stock Incentive Plan, as amended.

5.1         Opinion of Rogers & Hardin LLP.

23.1        Consent of PricewaterhouseCoopers LLP (Verso).

23.2        Consent of KPMG LLP (Verso).

23.3        Consent of Crowe Chizek and Company LLP (Sulcus).

23.4        Consent of KPMG LLP (Telemate.Net).

23.5        Consent of KPMG LLP (Cereus).

23.6        Consent of Moore Stephens Frost, PLC (Cereus).

23.7        Consent of PricewaterhouseCoopers LLP (MessageClick).

23.8        Consent of Rogers & Hardin LLP (contained in Exhibit 5.1 hereto).

24.1        Powers of Attorney.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "g73069s-8.txt", "description": "VERSO TECHNOLOGIES, INC.", "secsgml_size_bytes": 19743}]
{"company-data": {"conformed-name": "VERSO TECHNOLOGIES INC", "cik": "0000797448", "assigned-sic": "7373", "irs-number": "411484525", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74264", "film-number": "1804072"}, "business-address": {"street1": "400 GALLERIA PARKWAY", "street2": "SUITE 300", "city": "ATLANTA", "state": "GA", "zip": "30326", "phone": "7706123500"}, "mail-address": {"street1": "400 GALLERIA PARKWAY", "street2": "STE 300", "city": "ATLANTA", "state": "GA", "zip": "30326"}, "former-company": {"former-conformed-name": "ELTRAX SYSTEMS INC", "date-changed": "19940224"}}
As filed with the Securities and Exchange Commission on November 30, 2001

                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                            VERSO TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

               MINNESOTA                                       41-1484525
     (State or other jurisdiction                           (I.R.S. Employer
   of incorporation or organization)                       Identification No.)

                              400 Galleria Parkway
                                    Suite 300
                             Atlanta, Georgia 30326
          (Address, including zip code, of principal executive offices)

               VERSO TECHNOLOGIES, INC. 1999 STOCK INCENTIVE PLAN
                            (Full title of the plans)

                  Mr. Steven A. Odom                Robert C. Hussle, Esq.
               Verso Technologies, Inc.              Rogers & Hardin LLP
                 400 Galleria Parkway             2700 International Tower
                       Suite 300                 229 Peachtree Street, N.E.
                Atlanta, Georgia 30326             Atlanta, Georgia  30303
                    (678) 589-3500                     (404) 522-4700

         (Names, addresses, including zip codes, and telephone numbers,
                  including area codes, of agents for service)
CALCULATION OF REGISTRATION FEE
==================================== ======================== ========================== ======================= ==================
     Title of Securities to be            Amount to be            Proposed Maximum          Proposed Maximum          Amount of
            Registered                    Registered(2)          Offering Price Per        Aggregate Offering     Registration Fee
                                                                        Share(3)                   Price
------------------------------------ ------------------------ -------------------------- ----------------------- ------------------
Common Stock, par value $.01 per
             share (1)                      5,000,000                 $0.795                  $3,975,000              $951
==================================== ======================== ========================== ======================= ==================
(1)      Represents shares issuable pursuant to the Verso Technologies, Inc.
1999 Stock Incentive Plan (the "Plan").

(2)      This registration statement also relates to an indeterminate number of
additional shares of common stock that may become issuable pursuant to
anti-dilution and adjustment provisions of the Plan. In addition, pursuant to
Rule 416(c) under the Securities Act of 1933, as amended, this registration
statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the Plan as described herein.

(3)      Pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as
amended, and solely for the purpose of calculating the applicable registration
fee, the proposed maximum offering price per share has been estimated at $0.795,
which amount represents the average of the high and low sales prices of the
common stock of Verso Technologies, Inc. on November 27, 2001 as reported on
the NASDAQ.
PART II

                                EXPLANATORY NOTE

         This Registration Statement on Form S-8 is being filed to register
additional shares of common stock, par value $.01 per share ("Common Stock"), of
Verso Technologies, Inc. ("Verso") issuable pursuant to the Verso Technologies,
Inc. 1999 Stock Incentive Plan (the "Plan"). Verso initially registered
5,500,000 shares of Common Stock issuable under the Plan on a Registration
Statement on Form S-8 (File No. 333-85107) filed with the Securities and
Exchange Commission (the "Commission") on August 13, 1999 (the "Initial
Registration Statement"). Pursuant to General Instruction E of Form S-8, the
contents of the Initial Registration Statement are incorporated herein by
reference.

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents previously filed with the Commission are
incorporated by reference in this Registration Statement:

         (i)      Verso's Annual Report on Form 10-K for the year ended December
                  31, 2000, filed with the Commission on March 30, 2001;

         (ii)     Amendments to Verso's Annual Report on Form 10-K on Form
                  10-K/A for the year ended December 31, 2000, filed with the
                  Commission on April 30, 2001 and October 12, 2001;

         (iii)    The description of Verso's Common Stock contained in Verso's
                  Registration Statement on Form 8-A (File No. 0-22190), filed
                  with the Commission on August 24, 1993;

         (iv)     Verso's Current Reports on Form 8-K and Amendments to Verso's
                  Current Reports on Form 8-K/A, filed with the Commission on
                  January 22, 2001; January 25, 2001; February 2, 2001; May 16,
                  2001; June 5, 2001; August 10, 2001; and November 19, 2001;

         (v)      Verso's Quarterly Reports on Form 10-Q for the quarters ended
                  March 31, 2001, June 30, 2001, and September 30, 2001, filed
                  with the Commission on May 15, 2001, August 14, 2001 and
                  November 14, 2001, respectively;

         (vi)     Amendments to Verso's Quarterly Reports on Form 10-Q on Form
                  10-Q/A for the quarters ended March 31, 2001 and June 30,
                  2001, both filed with the Commission on October 12, 2001; and

         (vii)    Verso's joint proxy statement/prospectus dated October 12,
                  2001 relating to Verso's merger with Telemate.Net Software,
                  Inc. included in Verso's Registration Statement on Form S-4
                  filed on June 4, 2001, as amended by Amendment No. 1,
                  Amendment No. 2 and Amendment No. 3 thereto, filed with the
                  Commission on August 1, 2001, September 12, 2001 and October
                  12, 2001, respectively.

         All documents subsequently filed by the Registrant or the Plan pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all the shares of
Common Stock offered hereby have been sold or which deregisters all of such
shares then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.
ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         Article V of Verso's Amended and Restated Articles of Incorporation
limits the liability of Verso's directors to the fullest extent permitted by the
Minnesota Business Corporation Act (the "MBCA"). Specifically, directors of
Verso will not be personally liable for monetary damages for breach of fiduciary
duty as directors, except liability for (1) any breach of the duty of loyalty to
Verso or its shareholders, (2) acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of law, (3) dividends or
other distributions of corporate assets that are in contravention of certain
statutory or contractual restrictions, (4) violations of certain Minnesota
securities laws, or (5) any transaction from which the director derives an
improper personal benefit.

         Article IV of Verso's Amended and Restated Articles of Incorporation
gives Verso the power and authority to provide indemnification to officers,
directors, employees and agents of Verso to the fullest extent permissible under
the MBCA. Section 302A.521 of the MBCA requires that a company indemnify any
director, officer or employee made or threatened to be made a party to a
proceeding, by reason of the former or present official capacity of the person,
against judgments, penalties, fines, settlements and reasonable expenses
incurred in connection with the proceeding if certain statutory standards are
met. "Proceeding" means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including a derivative
action in the name of the company. Reference is made to the detailed terms of
Section 302A.531 of the MBCA for a complete statement of such indemnification
rights.

         Article VII of Verso's Restated Bylaws provides that Verso shall
indemnify such persons, for such expenses and liabilities, in such manner, under
or hereafter amended, provided that a determination is made in each case, in the
manner required by such statute, that the person seeking indemnification is
eligible therefor.

         Verso maintains a directors' and officers' liability insurance,
including a reimbursement policy in favor of Verso.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The exhibits to this Registration Statement are listed on the Exhibit
Index included elsewhere herein.

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
                                    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 this Registration
                                    Statement. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value 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% change in
                                    the maximum aggregate offering price set
                                    forth in the "Calculation of Registration
                                    Fee" table set forth in this Registration
                                    Statement; and

                                      II-2
(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.

                  (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 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 the Registration Statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered herein, 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
                  provisions described in Item 6, or otherwise, the Registrant
                  has been advised that in the opinion of the Commission such
                  indemnification is against public policy as expressed in the
                  Securities Act and is, therefore, unenforceable. In the event
                  that a claim for indemnification against such liabilities
                  (other than the payment by the Registrant of expenses incurred
                  or paid by a director, officer of 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.

                         [SIGNATURES ON FOLLOWING PAGE]

                                      II-3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended
(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 Atlanta, Georgia, on this 30th day of
November, 2001.

                                      VERSO TECHNOLOGIES, INC.

                                      By: /s/  Steven A. Odom
                                          --------------------------------------
                                          Steven A. Odom
                                          Chairman and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of November 30, 2001.
NAME                                CAPACITY
                ----                                --------
/s/  Steven A. Odom                     Chief Executive Officer,
     ----------------------------            Chairman and Director (Principal
     Steven A. Odom                          Executive Officer)

     /s/  Juliet M. Reising                  Executive Vice President,
     ----------------------------            Chief Financial Officer
     Juliet M. Reising                       (Principal Financial Officer
                                             and Principal Accounting
                                             Officer) and Director

     /s/  James M. Logsdon                   President, Chief Operating Officer
     ----------------------------            and Director
     James M. Logsdon

                                             Director
     ----------------------------
     Murali Anantharaman

     /s/  Max E. Bobbitt*                    Director
     ----------------------------
     Max E. Bobbitt

     /s/  Gary H. Heck*                      Director
     ----------------------------
     Gary H. Heck

     /s/  Richard L. Mauro*                  Director
     ----------------------------
     Richard L. Mauro

     /s/  Amy L. Newman*                     Director
     ----------------------------
     Amy L. Newmark

                                             Director
     ----------------------------
     Stephen E. Raville

     /s/  Joseph R. Wright, Jr.*             Director
     ----------------------------
     Joseph R. Wright, Jr.

     *By:  /s/  Juliet M. Reising
           ----------------------
           As Attorney-In-Fact
II-4
EXHIBIT INDEX
EXHIBIT
  NO.       DESCRIPTION
-------     -----------
4.1         Verso Technologies, Inc. 1999 Stock Incentive Plan, as amended.

5.1         Opinion of Rogers & Hardin LLP.

23.1        Consent of PricewaterhouseCoopers LLP (Verso).

23.2        Consent of KPMG LLP (Verso).

23.3        Consent of Crowe Chizek and Company LLP (Sulcus).

23.4        Consent of KPMG LLP (Telemate.Net).

23.5        Consent of KPMG LLP (Cereus).

23.6        Consent of Moore Stephens Frost, PLC (Cereus).

23.7        Consent of PricewaterhouseCoopers LLP (MessageClick).

23.8        Consent of Rogers & Hardin LLP (contained in Exhibit 5.1 hereto).

24.1        Powers of Attorney.