<PAGE>   1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 20, 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. 2000 BROAD-BASED STOCK 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

<TABLE>
<CAPTION>
===============================================================================================================================
      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>          <C>

Common Stock, $0.001 par value          1,074,881            $1.86(2)                $ 1,999,278.66(2)           $  499.82
-------------------------------------------------------------------------------------------------------------------------------

Common Stock, $0.001 par value          2,925,119            $3.48(3)                $10,179,414.12(3)           $2,544.85
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  An aggregate of 4,000,000 shares of Paradyne Networks, Inc. Common Stock
     have been reserved for issuance under the Paradyne Networks, Inc. 2000
     Broad-Based Stock Plan (the "BBSP"). This Registration Statement also
     covers any additional shares that may hereafter become issuable as a
     result of the adjustment and anti-dilution provisions in the BBSP.
(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 March 19, 2001.
(3)  Pursuant to Rule 457(h), the registration fee for theses shares is based
     on the weighted exercise price per share for options outstanding under the
     Plan as of March 19, 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 Plans 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, 1999, filed March 27, 2000, under the Securities Exchange Act of
1934, as amended (the "Exchange Act").

         (B)      The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000, filed May 15, 2000, under the Exchange Act.

         (C)      The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000, filed August 14, 2000, under the Exchange Act.

         (D)      The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2000, filed November 8, 2000, under the Exchange Act.

         (E)      The Company's Current Report on Form 8-K, filed May 1, 2000
and amended on June 28, 2000, under the Exchange Act.

         (F)      The Company's Current Report on Form 8-K, filed December 11,
2000, under the Exchange Act.

         (G)      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, 1999 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.


<PAGE>   3

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.

         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. 2000 Broad-Based Stock Plan.



                                     II-2
<PAGE>   4


99.2              Form of Stock Option Agreement pursuant to the Paradyne
                  Networks, Inc. 2000 Broad-Based Plan.

---------------
*   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.

*** Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report
    on Form 10-Q (File No. 000-26485), filed with the SEC on November 8, 2000.

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)     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




                                     II-3
<PAGE>   5

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 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 20th day of
March, 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     March 16, 2001
----------------------     and Director
    Sean E. Belanger       (Principal Executive Officer)



/s/ Patrick M. Murphy      Senior Vice President, Chief           March 16, 2001
----------------------     Financial Officer, Corporate
    Patrick M. Murphy      Secretary and Treasurer (Principal
                           Financial Officer and Principal
                           Accounting Officer)



                                     II-5
<PAGE>   7


/s/ Andrew S. May          Director                               March 16, 2001
----------------------
    Andrew S. May

                           Chairman of the Board                  March 16, 2001
----------------------
    Thomas E. Epley

/s/ Keith B. Geeslin       Director                               March 16, 2001
----------------------
    Keith B. Geeslin

/s/ Peter VanCamp          Director                               March 16, 2001
----------------------
    Peter VanCamp

/s/ David Bonderman        Director                               March 16, 2001
----------------------
    David Bonderman



                                     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



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. 2000 Broad-Based Plan.

99.2              Form of Stock Option Agreement under the Paradyne Networks,
                  Inc. 2000 Broad-Based Plan.

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

*   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.

*** Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report
    on Form 10-Q (File No. 000-26485), filed with the SEC on November 8, 2000.
[{"type": "S-8", "sequence": "1", "filename": "g67784s-8.txt", "description": "PARADYNE NETWORKS, INC.", "secsgml_size_bytes": 19915}]
{"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": "333-57310", "film-number": "1572895"}, "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 MARCH 20, 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. 2000 BROAD-BASED STOCK 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          1,074,881            $1.86(2)                $ 1,999,278.66(2)           $  499.82
-------------------------------------------------------------------------------------------------------------------------------

Common Stock, $0.001 par value          2,925,119            $3.48(3)                $10,179,414.12(3)           $2,544.85
-------------------------------------------------------------------------------------------------------------------------------
(1)  An aggregate of 4,000,000 shares of Paradyne Networks, Inc. Common Stock
     have been reserved for issuance under the Paradyne Networks, Inc. 2000
     Broad-Based Stock Plan (the "BBSP"). This Registration Statement also
     covers any additional shares that may hereafter become issuable as a
     result of the adjustment and anti-dilution provisions in the BBSP.
(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 March 19, 2001.
(3)  Pursuant to Rule 457(h), the registration fee for theses shares is based
     on the weighted exercise price per share for options outstanding under the
     Plan as of March 19, 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 Plans 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, 1999, filed March 27, 2000, under the Securities Exchange Act of
1934, as amended (the "Exchange Act").

         (B)      The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000, filed May 15, 2000, under the Exchange Act.

         (C)      The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000, filed August 14, 2000, under the Exchange Act.

         (D)      The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2000, filed November 8, 2000, under the Exchange Act.

         (E)      The Company's Current Report on Form 8-K, filed May 1, 2000
and amended on June 28, 2000, under the Exchange Act.

         (F)      The Company's Current Report on Form 8-K, filed December 11,
2000, under the Exchange Act.

         (G)      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, 1999 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.
3

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.

         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. 2000 Broad-Based Stock Plan.

                                     II-2
4

99.2              Form of Stock Option Agreement pursuant to the Paradyne
                  Networks, Inc. 2000 Broad-Based Plan.

---------------
*   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.

*** Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report
    on Form 10-Q (File No. 000-26485), filed with the SEC on November 8, 2000.

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)     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

                                     II-3
5

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 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 20th day of
March, 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     March 16, 2001
----------------------     and Director
    Sean E. Belanger       (Principal Executive Officer)

/s/ Patrick M. Murphy      Senior Vice President, Chief           March 16, 2001
----------------------     Financial Officer, Corporate
    Patrick M. Murphy      Secretary and Treasurer (Principal
                           Financial Officer and Principal
                           Accounting Officer)

                                     II-5
7

/s/ Andrew S. May          Director                               March 16, 2001
----------------------
    Andrew S. May

                           Chairman of the Board                  March 16, 2001
----------------------
    Thomas E. Epley

/s/ Keith B. Geeslin       Director                               March 16, 2001
----------------------
    Keith B. Geeslin

/s/ Peter VanCamp          Director                               March 16, 2001
----------------------
    Peter VanCamp

/s/ David Bonderman        Director                               March 16, 2001
----------------------
    David Bonderman

                                     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. 2000 Broad-Based Plan.

99.2              Form of Stock Option Agreement under the Paradyne Networks,
                  Inc. 2000 Broad-Based Plan.

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

*   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.

*** Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report
    on Form 10-Q (File No. 000-26485), filed with the SEC on November 8, 2000.