<PAGE>   1
     As filed with the Securities and Exchange Commission on April 23, 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)

         CEREUS TECHNOLOGY PARTNERS, INC. AMENDED 1997 STOCK OPTION PLAN

        CEREUS TECHNOLOGY PARTNERS, INC. OUTSIDE DIRECTORS' WARRANT PLAN

       CEREUS TECHNOLOGY PARTNERS, INC. DIRECTORS' WARRANT 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)                      4,896,894                   $.835                  $4,088,907              $1,023
==================================== ======================== ========================== ======================= ===================
</TABLE>

    (1)  Includes 1,396,894 shares issuable pursuant to the Cereus Technology
         Partners, Inc. 1997 Stock Option Plan, as amended (the "Option Plan");
         1,750,000 shares issuable pursuant to the Cereus Technology Partners,
         Inc. Outside Directors' Warrant Plan (the "Outside Directors' Plan");
         and 1,750,000 shares issuable pursuant to the Cereus Technology
         Partners, Inc. Directors' Warrant Incentive Plan (the "Directors'
         Plan", and, together with the Option Plan and the Outside Directors'
         Plan, the "Plans").

    (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 Plans. 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 Plans 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 $.835, which amount represents the average of the
         high and low sales prices of the common stock of Verso Technologies,
         Inc. on April 18, 2001 as reported on the NASDAQ.


<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents previously filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

         (i)      The Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 2000;

         (ii)     The Registrant's Amendment No. 1 to Current Report on Form 8-K
                  dated January 22, 2001, filed with the Commission on January
                  22, 2001;

         (iii)    The Registrant's Current Report on Form 8-K dated January 12,
                  2001, filed with the Commission on January 25, 2001;

         (iv)     The Registrant's Amendment No. 1 to Current Report on Form 8-K
                  dated February 1, 2001, filed with the Commission on February
                  2, 2001; and

         (v)      The Registrant's Current Report on Form 8-A filed with the
                  Commission on August 24, 1993.

         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 the Amended and Restated Articles of Incorporation of
Verso Technologies, Inc. ("Verso") 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 no 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.


<PAGE>   3

         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

                           (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


                                      II-2
<PAGE>   4

                  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>   5

                                   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 20th day of
April, 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 April 20, 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

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

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

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

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

     /s/  Stephen E. Raville*                   Director
     ----------------------------
     Stephen E. Raville

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


                                      II-4
<PAGE>   6

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
  NO.          DESCRIPTION
-------        -----------
<S>            <C>
 4.1           Amended and Restated Articles of Incorporation of the Registrant
               (incorporated herein by reference to Exhibit 3.1 to the
               Registrant's Current Report on Form 8-K, File No. 000-22190,
               filed with the Commission on October 2, 2000 and by reference to
               Exhibit 3.1 to the Registrant's Registration Statement on Form
               S-18, File No. 33-51456).

 4.2           Amendment to Amended and Restated Articles of Incorporation of
               the Registrant (incorporated herein by reference to Exhibit 3.1
               to the Registrant's Current Report on Form 8-K, File No.
               000-22190, filed with the Commission on October 2, 2000).

 4.3           Bylaws of the Registrant, as amended (incorporated herein by
               reference to Exhibit 3.2 to the Registrant's Registration
               Statement on Form S-4, File No. 333-43224, filed with the
               Commission on August 7, 2000, as amended on August 29, 2000).

 5.1           Opinion of Rogers & Hardin LLP.

23.1           Consent of PricewaterhouseCoopers LLP.

23.2           Consent of KPMG LLP.

23.3           Consent of Crowe Chizek and Company LLP.

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

24.1           Powers of Attorney.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "g68709s-8.txt", "description": "VERSO TECHNOLOGIES, INC.", "secsgml_size_bytes": 19296}]
{"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": "333-59372", "film-number": "1608777"}, "business-address": {"street1": "400 GALLERIA PARKWAY", "street2": "SUITE 300", "city": "ATLANTA", "state": "GA", "zip": "30339", "phone": "7706123500"}, "mail-address": {"street1": "400 GALLERIA PARKWAY", "street2": "STE 300", "city": "ATLANTA", "state": "GA", "zip": "30339"}, "former-company": {"former-conformed-name": "ELTRAX SYSTEMS INC", "date-changed": "19940224"}}
1
     As filed with the Securities and Exchange Commission on April 23, 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)

         CEREUS TECHNOLOGY PARTNERS, INC. AMENDED 1997 STOCK OPTION PLAN

        CEREUS TECHNOLOGY PARTNERS, INC. OUTSIDE DIRECTORS' WARRANT PLAN

       CEREUS TECHNOLOGY PARTNERS, INC. DIRECTORS' WARRANT 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)                      4,896,894                   $.835                  $4,088,907              $1,023
==================================== ======================== ========================== ======================= ===================
(1)  Includes 1,396,894 shares issuable pursuant to the Cereus Technology
         Partners, Inc. 1997 Stock Option Plan, as amended (the "Option Plan");
         1,750,000 shares issuable pursuant to the Cereus Technology Partners,
         Inc. Outside Directors' Warrant Plan (the "Outside Directors' Plan");
         and 1,750,000 shares issuable pursuant to the Cereus Technology
         Partners, Inc. Directors' Warrant Incentive Plan (the "Directors'
         Plan", and, together with the Option Plan and the Outside Directors'
         Plan, the "Plans").

    (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 Plans. 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 Plans 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 $.835, which amount represents the average of the
         high and low sales prices of the common stock of Verso Technologies,
         Inc. on April 18, 2001 as reported on the NASDAQ.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents previously filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

         (i)      The Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 2000;

         (ii)     The Registrant's Amendment No. 1 to Current Report on Form 8-K
                  dated January 22, 2001, filed with the Commission on January
                  22, 2001;

         (iii)    The Registrant's Current Report on Form 8-K dated January 12,
                  2001, filed with the Commission on January 25, 2001;

         (iv)     The Registrant's Amendment No. 1 to Current Report on Form 8-K
                  dated February 1, 2001, filed with the Commission on February
                  2, 2001; and

         (v)      The Registrant's Current Report on Form 8-A filed with the
                  Commission on August 24, 1993.

         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 the Amended and Restated Articles of Incorporation of
Verso Technologies, Inc. ("Verso") 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 no 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.
3

         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

                           (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

                                      II-2
4

                  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
5

                                   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 20th day of
April, 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 April 20, 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

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

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

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

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

     /s/  Stephen E. Raville*                   Director
     ----------------------------
     Stephen E. Raville

     *By:  /s/  Juliet M. Reising
     ----------------------------
               As Attorney-In-Fact
II-4
6

                                  EXHIBIT INDEX
EXHIBIT
  NO.          DESCRIPTION
-------        -----------
4.1           Amended and Restated Articles of Incorporation of the Registrant
               (incorporated herein by reference to Exhibit 3.1 to the
               Registrant's Current Report on Form 8-K, File No. 000-22190,
               filed with the Commission on October 2, 2000 and by reference to
               Exhibit 3.1 to the Registrant's Registration Statement on Form
               S-18, File No. 33-51456).

 4.2           Amendment to Amended and Restated Articles of Incorporation of
               the Registrant (incorporated herein by reference to Exhibit 3.1
               to the Registrant's Current Report on Form 8-K, File No.
               000-22190, filed with the Commission on October 2, 2000).

 4.3           Bylaws of the Registrant, as amended (incorporated herein by
               reference to Exhibit 3.2 to the Registrant's Registration
               Statement on Form S-4, File No. 333-43224, filed with the
               Commission on August 7, 2000, as amended on August 29, 2000).

 5.1           Opinion of Rogers & Hardin LLP.

23.1           Consent of PricewaterhouseCoopers LLP.

23.2           Consent of KPMG LLP.

23.3           Consent of Crowe Chizek and Company LLP.

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

24.1           Powers of Attorney.