<PAGE>   1


     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 26, 2001
                                                    REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                              ---------------------

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

                              ---------------------

                             PARADYNE NETWORKS, INC.
             (Exact name of registrant as specified in its charter)

                              ---------------------


            DELAWARE                                           75-2658219
  (State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                           Identification No.)

                             8545 126TH AVENUE NORTH
                              LARGO, FLORIDA 33773
                                 (727) 530-2000

          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

            PARADYNE NETWORKS, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                              ---------------------

                                PATRICK M. MURPHY
                             PARADYNE NETWORKS, INC.
                             8545 126TH AVENUE NORTH
                              LARGO, FLORIDA 33773
                                 (727) 530-2000
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                   Copies to:

                                 BRYAN E. DAVIS
                                LAURA G. THATCHER
                                ALSTON & BIRD LLP
                               ONE ATLANTIC CENTER
                           1201 WEST PEACHTREE STREET
                             ATLANTA, GEORGIA 30309
                                 (404) 881-7000


<TABLE>
<CAPTION>
                                                 CALCULATION OF REGISTRATION FEE
===============================================================================================================================
      TITLE OF SECURITIES             AMOUNT TO BE          PROPOSED MAXIMUM           PROPOSED MAXIMUM           AMOUNT OF
        TO BE REGISTERED              REGISTERED (1)    OFFERING PRICE PER SHARE   AGGREGATE OFFERING PRICE   REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>               <C>                        <C>                        <C>

Common Stock, $0.001 par value          8,000,000               $2.05 (2)                $16,400,000 (2)          $4,100.00

-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  An aggregate of 8,000,000 additional shares of Paradyne Networks, Inc.
     Common Stock have been reserved for issuance under the Paradyne Networks,
     Inc. 1999 Employee Stock Purchase Plan (the "ESPP"). The Registrant has
     previously filed Registration Statements on Form S-8 with respect to shares
     issuable under the ESPP. This Registration Statement is filed to cover
     additional shares authorized under the ESPP (subject to stockholder
     approval) and also covers any additional shares that may hereafter become
     issuable as a result of the adjustment and anti-dilution provisions in the
     ESPP.
(2)  Estimated solely for purposes of determining the registration fee pursuant
     to Rule 457(h), as determined by the average of the high and low prices
     quoted on the Nasdaq National Market on April 24, 2001.

================================================================================


<PAGE>   2



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         We will provide the documents constituting Part I of this registration
statement to participants in the ESPP as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by Paradyne Networks, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:

         (A) The Company's Annual Report on Form 10-K for the year ended
December 31, 2000, filed April 2, 2001, under the Securities Exchange Act of
1934, as amended (the "Exchange Act").

         (B) The description of the Company's Common Stock which is contained in
the Registration Statement on Form 8-A filed June 24, 1999, under the Exchange
Act, including any amendment or report filed for the purpose of updating such
description.

         All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to December
31, 2000 and 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 herein
and to be a part of this registration statement from the date of the filing of
such reports and 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.

         Under Section 145 of the Delaware General Corporation Law, the Company
has broad powers to indemnify its directors and officers against liabilities
they may incur in such capacities, including liabilities under the Securities
Act. The Company's By-laws require the Company to indemnify its directors and
executive officers, and permit the Company to indemnify its other officers,
employees and other agents, to the extent permitted by Delaware law. Under the
Company's By-laws, indemnified parties are entitled to indemnification for
negligence, gross negligence and otherwise to the fullest extent permitted by
law. The By-laws also require the Company to advance litigation expenses in the
case of stockholder derivative actions or other actions, against an undertaking
by the indemnified party to repay such advances if it is ultimately determined
that the indemnified party is not entitled to indemnification.


<PAGE>   3

         The Company has entered into indemnity agreements with each of its
directors and executive officers. Such indemnity agreements contain provisions
which are in some respects broader than the specific indemnification provisions
contained in Delaware law. The Company also maintains an insurance policy for
its directors and executive officers insuring against certain liabilities
arising in their capacities as such.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.  Not applicable.

ITEM 8.  EXHIBITS.

         The exhibits included as part of this Registration Statement are as
follows:

<TABLE>
<CAPTION>
Exhibit No.                                 Exhibit
-----------                                 -------
<S>               <C>

4.1*              Amended and Restated Certificate of Incorporation of the
                  Company.

4.2**             Amended and Restated Bylaws of the Company.

5.1               Opinion of Alston & Bird LLP, counsel to the Company, as to
                  the legality of the securities being registered.

23.1              Consent of Alston & Bird LLP.  Included in Exhibit 5.1.

23.2              Consent of PricewaterhouseCoopers LLP, Independent Certified
                  Public Accountants.

24.1              Power of Attorney is contained on the signature pages.

99.1              Paradyne Networks, Inc. 1999 Employee Stock Purchase Plan, as
                  amended and restated, and related offering documents.
</TABLE>

*        Incorporated by reference to Exhibit 3.1 of the Company's Registration
Statement on Form S-1, as amended (File No. 333-76385), filed with the SEC on
June 9, 1999.

**       Incorporated by reference to Exhibit 3.2 of the Company's Registration
Statement on Form S-1, as amended (File No. 333-76385), filed with the SEC on
June 9, 1999.


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 of 1933;


                                      II-2
<PAGE>   4


                           (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 and 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; and

                           (iii)    To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change in such information in the registration
statement.

                Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii)
above do not apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

                  (2)      That, for the purpose of determining any liability
under the Securities Act 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.

         (b)      The undersigned issuer 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
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (h)      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 Item 6 of this Part II, 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
Securities Act of 1933 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


                                      II-3
<PAGE>   5

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 of 1933 and will be governed by the final adjudication of such issue.


                                      II-4
<PAGE>   6


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Largo, State of Florida, on this 26th day of April,
2001.

                                     PARADYNE NETWORKS, INC.


                                     By:  /s/ Sean E. Belanger
                                          --------------------
                                          Sean E. Belanger
                                          President and Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW BY ALL MEN BY THESE PRESENT, that each person whose signature
appears below constitutes and appoints Sean E. Belanger and Patrick M. Murphy,
and each or any one of them, as true and lawful attorneys-in-fact and agents,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign any 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
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

         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 dates indicated.

<TABLE>
<CAPTION>
                    Signature                              Title                          Date
                    ---------                              -----                          ----

          <S>                             <C>                                        <C>


              /s/ Sean E. Belanger          President, Chief Executive Officer       April 26, 2001
              --------------------                     and Director
                Sean E. Belanger               (Principal Executive Officer)



              /s/ Patrick M. Murphy            Senior Vice President, Chief          April 26, 2001
              ---------------------            Financial Officer, Corporate
                Patrick M. Murphy           Secretary and Treasurer (Principal
                                              Financial Officer and Principal
                                                    Accounting Officer)
</TABLE>


                                      II-5
<PAGE>   7


<TABLE>
          <S>                            <C>                                        <C>
               /s/ David Bonderman                      Director                    April 25, 2001
               -------------------
                 David Bonderman



               /s/ Thomas E. Epley                Chairman of the Board             April 24, 2001
               -------------------
                 Thomas E. Epley



              /s/ Keith B. Geeslin                      Director                    April 24, 2001
              --------------------
                Keith B. Geeslin



                /s/ Andrew S. May                       Director                    April 24, 2001
                -----------------
                  Andrew S. May



              /s/ David M. Stanton                      Director                    April 24, 2001
              --------------------
                David M. Stanton



             /s/ William R. Stensrud                    Director                    April 24, 2001
             -----------------------
               William R. Stensrud




              /s/ Peter F. Van Camp                     Director                    April 24, 2001
              ---------------------
                Peter F. Van Camp
</TABLE>


                                      II-6
<PAGE>   8






                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                  --------------------------------------------


                               EXHIBITS FILED WITH

                             REGISTRATION STATEMENT

                                   ON FORM S-8

                                      UNDER

                           THE SECURITIES ACT OF 1933

                  --------------------------------------------



                             PARADYNE NETWORKS, INC.
                             8545 126TH AVENUE NORTH
                              LARGO, FLORIDA 33773
                                 (727) 530-2000


<PAGE>   9



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.                                 Exhibit
-----------                                 -------
<S>               <C>

4.1*              Amended and Restated Certificate of Incorporation of the
                  Company.

4.2**             Amended and Restated Bylaws of the Company.

5.1               Opinion of Alston & Bird LLP, counsel to the Company, as to
                  the legality of the securities being registered.

23.1              Consent of Alston & Bird LLP.  Included in Exhibit 5.1.

23.2              Consent of PricewaterhouseCoopers LLP, Independent Certified
                  Public Accountants.

24.1              Power of Attorney is contained on the signature pages.

99.1              Paradyne Networks, Inc. 1999 Employee Stock Purchase Plan, as
                  amended and restated, and related offering documents.
</TABLE>

*        Incorporated by reference to Exhibit 3.1 of the Company's Registration
Statement on Form S-1, as amended (File No. 333-76385), filed with the SEC on
June 9, 1999.

**       Incorporated by reference to Exhibit 3.2 of the Company's Registration
Statement on Form S-1, as amended (File No. 333-76385), filed with the SEC on
June 9, 1999.
[{"type": "S-8", "sequence": "1", "filename": "g68813s-8.txt", "description": "PARADYNE NETWORKS, INC.", "secsgml_size_bytes": 19422}]
{"company-data": {"conformed-name": "PARADYNE NETWORKS INC", "cik": "0000076174", "assigned-sic": "3670", "irs-number": "520891723", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59580", "film-number": "1611906"}, "business-address": {"street1": "8545 126TH AVE N", "street2": "PO BOX 2826", "city": "LARGO", "state": "FL", "zip": "33773", "phone": "7275302000"}, "mail-address": {"street1": "8545 126TH AVE NORTH", "city": "LARGO", "state": "FL", "zip": "33773"}, "former-company": {"former-conformed-name": "PARADYNE CORP", "date-changed": "19920717"}}
1

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 26, 2001
                                                    REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                              ---------------------

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

                              ---------------------

                             PARADYNE NETWORKS, INC.
             (Exact name of registrant as specified in its charter)

                              ---------------------

            DELAWARE                                           75-2658219
  (State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                           Identification No.)

                             8545 126TH AVENUE NORTH
                              LARGO, FLORIDA 33773
                                 (727) 530-2000

          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

            PARADYNE NETWORKS, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                              ---------------------

                                PATRICK M. MURPHY
                             PARADYNE NETWORKS, INC.
                             8545 126TH AVENUE NORTH
                              LARGO, FLORIDA 33773
                                 (727) 530-2000
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                   Copies to:

                                 BRYAN E. DAVIS
                                LAURA G. THATCHER
                                ALSTON & BIRD LLP
                               ONE ATLANTIC CENTER
                           1201 WEST PEACHTREE STREET
                             ATLANTA, GEORGIA 30309
                                 (404) 881-7000
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
      TITLE OF SECURITIES             AMOUNT TO BE          PROPOSED MAXIMUM           PROPOSED MAXIMUM           AMOUNT OF
        TO BE REGISTERED              REGISTERED (1)    OFFERING PRICE PER SHARE   AGGREGATE OFFERING PRICE   REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value          8,000,000               $2.05 (2)                $16,400,000 (2)          $4,100.00

-------------------------------------------------------------------------------------------------------------------------------
(1)  An aggregate of 8,000,000 additional shares of Paradyne Networks, Inc.
     Common Stock have been reserved for issuance under the Paradyne Networks,
     Inc. 1999 Employee Stock Purchase Plan (the "ESPP"). The Registrant has
     previously filed Registration Statements on Form S-8 with respect to shares
     issuable under the ESPP. This Registration Statement is filed to cover
     additional shares authorized under the ESPP (subject to stockholder
     approval) and also covers any additional shares that may hereafter become
     issuable as a result of the adjustment and anti-dilution provisions in the
     ESPP.
(2)  Estimated solely for purposes of determining the registration fee pursuant
     to Rule 457(h), as determined by the average of the high and low prices
     quoted on the Nasdaq National Market on April 24, 2001.

================================================================================
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         We will provide the documents constituting Part I of this registration
statement to participants in the ESPP as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by Paradyne Networks, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:

         (A) The Company's Annual Report on Form 10-K for the year ended
December 31, 2000, filed April 2, 2001, under the Securities Exchange Act of
1934, as amended (the "Exchange Act").

         (B) The description of the Company's Common Stock which is contained in
the Registration Statement on Form 8-A filed June 24, 1999, under the Exchange
Act, including any amendment or report filed for the purpose of updating such
description.

         All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to December
31, 2000 and 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 herein
and to be a part of this registration statement from the date of the filing of
such reports and 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.

         Under Section 145 of the Delaware General Corporation Law, the Company
has broad powers to indemnify its directors and officers against liabilities
they may incur in such capacities, including liabilities under the Securities
Act. The Company's By-laws require the Company to indemnify its directors and
executive officers, and permit the Company to indemnify its other officers,
employees and other agents, to the extent permitted by Delaware law. Under the
Company's By-laws, indemnified parties are entitled to indemnification for
negligence, gross negligence and otherwise to the fullest extent permitted by
law. The By-laws also require the Company to advance litigation expenses in the
case of stockholder derivative actions or other actions, against an undertaking
by the indemnified party to repay such advances if it is ultimately determined
that the indemnified party is not entitled to indemnification.
3

         The Company has entered into indemnity agreements with each of its
directors and executive officers. Such indemnity agreements contain provisions
which are in some respects broader than the specific indemnification provisions
contained in Delaware law. The Company also maintains an insurance policy for
its directors and executive officers insuring against certain liabilities
arising in their capacities as such.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.  Not applicable.

ITEM 8.  EXHIBITS.

         The exhibits included as part of this Registration Statement are as
follows:
Exhibit No.                                 Exhibit
-----------                                 -------
4.1*              Amended and Restated Certificate of Incorporation of the
                  Company.

4.2**             Amended and Restated Bylaws of the Company.

5.1               Opinion of Alston & Bird LLP, counsel to the Company, as to
                  the legality of the securities being registered.

23.1              Consent of Alston & Bird LLP.  Included in Exhibit 5.1.

23.2              Consent of PricewaterhouseCoopers LLP, Independent Certified
                  Public Accountants.

24.1              Power of Attorney is contained on the signature pages.

99.1              Paradyne Networks, Inc. 1999 Employee Stock Purchase Plan, as
                  amended and restated, and related offering documents.
*        Incorporated by reference to Exhibit 3.1 of the Company's Registration
Statement on Form S-1, as amended (File No. 333-76385), filed with the SEC on
June 9, 1999.

**       Incorporated by reference to Exhibit 3.2 of the Company's Registration
Statement on Form S-1, as amended (File No. 333-76385), filed with the SEC on
June 9, 1999.

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 of 1933;

                                      II-2
4

                           (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 and 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; and

                           (iii)    To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change in such information in the registration
statement.

                Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii)
above do not apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

                  (2)      That, for the purpose of determining any liability
under the Securities Act 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.

         (b)      The undersigned issuer 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
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (h)      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 Item 6 of this Part II, 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
Securities Act of 1933 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

                                      II-3
5

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 of 1933 and will be governed by the final adjudication of such issue.

                                      II-4
6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Largo, State of Florida, on this 26th day of April,
2001.

                                     PARADYNE NETWORKS, INC.

                                     By:  /s/ Sean E. Belanger
                                          --------------------
                                          Sean E. Belanger
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW BY ALL MEN BY THESE PRESENT, that each person whose signature
appears below constitutes and appoints Sean E. Belanger and Patrick M. Murphy,
and each or any one of them, as true and lawful attorneys-in-fact and agents,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign any 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
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

         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 dates indicated.
Signature                              Title                          Date
                    ---------                              -----                          ----
/s/ Sean E. Belanger          President, Chief Executive Officer       April 26, 2001
              --------------------                     and Director
                Sean E. Belanger               (Principal Executive Officer)

              /s/ Patrick M. Murphy            Senior Vice President, Chief          April 26, 2001
              ---------------------            Financial Officer, Corporate
                Patrick M. Murphy           Secretary and Treasurer (Principal
                                              Financial Officer and Principal
                                                    Accounting Officer)
II-5
7
/s/ David Bonderman                      Director                    April 25, 2001
               -------------------
                 David Bonderman

               /s/ Thomas E. Epley                Chairman of the Board             April 24, 2001
               -------------------
                 Thomas E. Epley

              /s/ Keith B. Geeslin                      Director                    April 24, 2001
              --------------------
                Keith B. Geeslin

                /s/ Andrew S. May                       Director                    April 24, 2001
                -----------------
                  Andrew S. May

              /s/ David M. Stanton                      Director                    April 24, 2001
              --------------------
                David M. Stanton

             /s/ William R. Stensrud                    Director                    April 24, 2001
             -----------------------
               William R. Stensrud

              /s/ Peter F. Van Camp                     Director                    April 24, 2001
              ---------------------
                Peter F. Van Camp
II-6
8

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                  --------------------------------------------

                               EXHIBITS FILED WITH

                             REGISTRATION STATEMENT

                                   ON FORM S-8

                                      UNDER

                           THE SECURITIES ACT OF 1933

                  --------------------------------------------

                             PARADYNE NETWORKS, INC.
                             8545 126TH AVENUE NORTH
                              LARGO, FLORIDA 33773
                                 (727) 530-2000
9

                                  EXHIBIT INDEX
Exhibit No.                                 Exhibit
-----------                                 -------
4.1*              Amended and Restated Certificate of Incorporation of the
                  Company.

4.2**             Amended and Restated Bylaws of the Company.

5.1               Opinion of Alston & Bird LLP, counsel to the Company, as to
                  the legality of the securities being registered.

23.1              Consent of Alston & Bird LLP.  Included in Exhibit 5.1.

23.2              Consent of PricewaterhouseCoopers LLP, Independent Certified
                  Public Accountants.

24.1              Power of Attorney is contained on the signature pages.

99.1              Paradyne Networks, Inc. 1999 Employee Stock Purchase Plan, as
                  amended and restated, and related offering documents.
*        Incorporated by reference to Exhibit 3.1 of the Company's Registration
Statement on Form S-1, as amended (File No. 333-76385), filed with the SEC on
June 9, 1999.

**       Incorporated by reference to Exhibit 3.2 of the Company's Registration
Statement on Form S-1, as amended (File No. 333-76385), filed with the SEC on
June 9, 1999.