<PAGE>   1
      As filed with the Securities and Exchange Commission on May 22, 2000
                                               Registration No. 333-____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                            CROSSROADS SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                                    74-2846643
   (State or other jurisdiction                (IRS Employer Identification No.)
of incorporation or organization)

                            8300 N. MOPAC EXPRESSWAY
                               AUSTIN, TEXAS 78759
               (Address of principal executive offices) (Zip Code)

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

                          POLARIS COMMUNICATIONS, INC.
                          NON-PLAN STOCK OPTION GRANTS
                             TO CERTAIN INDIVIDUALS
                    (AS ASSUMED BY CROSSROADS SYSTEMS, INC.)

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

                                 BRIAN R. SMITH
                             CHIEF EXECUTIVE OFFICER
                            CROSSROADS SYSTEMS, INC.
                            8300 N. MOPAC EXPRESSWAY
                               AUSTIN, TEXAS 78759
                     (Name and address of agent for service)

             Telephone: (512) 349-0300; Facsimile: (512) 928-7097
          (Telephone number, including area code, of agent for service)


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


                                   Copy to:
                            J. MATTHEW LYONS, P.C.
                        Brobeck, Phleger & Harrison LLP
                        301 Congress Avenue, Suite 1200
                              Austin, Texas 78701
                           Telephone: (512) 477-5495
                           Facsimile: (512) 477-5813


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


                         CALCULATION OF REGISTRATION FEE

================================================================================
<TABLE>
<CAPTION>
                                                                     Proposed            Proposed
                                               Amount to be      Maximum Offering    Maximum Aggregate         Amount of
 Title of Securities to be Registered          Registered(1)     Price per Share(2)   Offering Price(2)     Registration Fee
 ------------------------------------          -------------     ------------------  ------------------     ----------------
<S>                                            <C>               <C>                 <C>                    <C>
Polaris Communications, Inc. Non-Plan
Stock Option Grants to Certain
Individuals under written compensation
agreements(3)

Common Stock, $0.001 par value                 21,375 shares           $5.00              $106,875          $          28.22
                                                                                                            ================
</TABLE>
================================================================================

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable pursuant to the Polaris Communications,
     Inc. Non-Plan Option Grants to certain individuals (as assumed by
     Registrant) by reason of any stock dividend, stock split, recapitalization
     or other similar transaction effected without the Registrant's receipt of
     consideration which results in an increase in the number of the outstanding
     shares of Registrant's Common Stock.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the weighted average
     exercise price per share in effect for the outstanding Polaris
     Communications, Inc. Non-Plan Stock Option Grants to certain individuals
     options under the Digital Furnace Corporation Amended and Restated Stock
     Incentive Plan as assumed by Registrant.

(3)  The option grants were made to Steven King (10,125 shares), Peter LaPorte
     (6,750 shares), David Wilk (2,250 shares) and Mark Geanakakis (2,250
     shares).


<PAGE>   2


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

          Crossroads Systems, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          October 31, 1999 filed with the Commission on January 31, 2000;

     (b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
          ended January 31, 2000, filed with the Commission on March 15, 2000;

     (c)  The Registrant's Current Reports on Form 8-K filed with the Commission
          on February 11, 2000, and March 31, 2000;

     (d)  The Registrant's Registration Statement No. 001-15331 on Form 8-A
          filed with the Commission on September 27, 1999, and including any
          other amendments or reports filed for the purpose of updating such
          description, in which there is described the terms, rights and
          provisions applicable to the Registrant's Common Stock.

          All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which de-registers all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. 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 or in any subsequently filed document which also is deemed to
be incorporated by reference 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 Directors and Officers

          Section 145 of the Delaware General Corporation Law (the "DGCL")
provides, in effect, that any person made a party to any action by reason of the
fact that he is or was a director, officer, employee or agent of Registrant may
and, in certain cases, must be indemnified by Registrant against, in the case of
a non-derivative action, judgments, fines, amounts paid in settlement and
reasonable expenses (including attorneys' fees) incurred by him as a result of
such action, and in the case of a derivative action, against expenses (including
attorneys' fees), if in either type of action he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
Registrant. This indemnification does not apply, in a derivative action, to
matters as to which it is adjudged that the director, officer, employee or agent
is liable to Registrant, unless upon court order it is determined that, despite
such adjudication of liability, but in view of all the circumstances of the
case, he is fairly and


                                      II-1
<PAGE>   3


reasonably entitled to indemnity for expenses, and, in a non-derivative action,
to any criminal proceeding in which such person had reasonable cause to believe
his conduct was unlawful.

          Article V of the Registrant's Sixth Amended and Restated Certificate
of Incorporation, provides that no director shall be liable to Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director to
the fullest extent permitted by the DGCL.

          Registrant has entered into indemnification agreements with each
director, a form of which is filed as Exhibit 10.1 to Registrant's Registration
Statement No. 333-85505. Pursuant to such agreements, the Registrant will be
obligated, to the extent permitted by applicable law, to indemnify such
directors against all expenses, judgments, fines and penalties incurred in
connection with the defense or settlement of any actions brought against them by
reason of the fact that they were directors of Registrant or assumed certain
responsibilities at the direction of Registrant. Registrant also intends to
purchase directors and officers liability insurance in order to limit its
exposure to liability for indemnification of directors and officers.

Item 7. Exemption from Registration Claimed

          Not Applicable.

Item 8. Exhibits

Exhibit Number        Exhibit

     4              Instruments Defining the Rights of Shareholders. Reference
                    is made to Registrant's Registration Statements No.
                    001-15331 on Form 8-A, together with the amendments and
                    exhibits thereto, which is incorporated herein by reference
                    pursuant to Item 3(d) of this Registration Statement.

     5              Opinion and consent of Brobeck, Phleger & Harrison LLP.

    23.1            Consent of PricewaterhouseCoopers, Independent Accountants.

    23.2            Consent of Brobeck, Phleger & Harrison LLP is contained in
                    Exhibit 5.

    24              Power of Attorney. Reference is made to page II-4 of this
                    Registration Statement.

    99.1            Form of Polaris Communications, Inc. Written Compensation
                    Agreement.

    99.2            Form of Polaris Communications, Inc. Non-Qualified Stock
                    Option Agreement

    99.3            Form of Crossroads Systems, Inc. Stock Option Assumption
                    Agreement.

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 1933 Act, (ii) to reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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; and (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 Polaris
Communications, Inc. Non-Plan Option Grants to certain individuals as assumed by
Registrant.

          B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new


                                      II-2
<PAGE>   4


registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          C. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized 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
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.


                                      II-3
<PAGE>   5


                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Austin, State of Texas on this 22nd
day of May, 2000.

                                           CROSSROADS SYSTEMS, INC.


                                           By:/s/ BRIAN R. SMITH
                                              ----------------------------------
                                              Brian R. Smith
                                              Chief Executive Officer


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

          That the undersigned officers and directors of Crossroads Systems,
Inc., a Delaware corporation, do hereby constitute and appoint Brian R. Smith
and Reagan Y. Sakai and each of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

          IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
               SIGNATURE                                       TITLE                                    DATE
-------------------------------------      --------------------------------------------            --------------
<S>                                        <C>                                                     <C>


/s/ BRIAN R. SMITH                         Chief Executive Officer (Principal Executive             May 22, 2000
-------------------------------------      Officer)
Brian R. Smith



/s/ REAGAN Y. SAKAI                        Vice President and Chief Financial Officer               May 22, 2000
-------------------------------------      (Principal Financial and Accounting Officer)
Reagan Y. Sakai


/s/ RICHARD D. EYESTONE                                      Director                               May 22, 2000
-------------------------------------
Richard D. Eyestone
</TABLE>


<PAGE>   6


<TABLE>
<CAPTION>
               SIGNATURE                                       TITLE                                    DATE
-------------------------------------      --------------------------------------------            -------------
<S>                                        <C>                                                     <C>


                                                             Director                               May   , 2000
-------------------------------------
David L. Riegel


/s/ MORTON L. TOPFER                                         Director                               May 22, 2000
-------------------------------------
Morton L. Topfer


/s/ WILLIAM P. WOOD                                          Director                               May 22, 2000
-------------------------------------
William P. Wood



/s/ PAUL S. ZITO                                             Director                               May 22, 2000
-------------------------------------
Paul S. Zito
</TABLE>


<PAGE>   7


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933



                            CROSSROADS SYSTEMS, INC.



<PAGE>   8


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER            DESCRIPTION
------            -----------
<S>               <C>
   4              Instruments Defining the Rights of Shareholders. Reference
                  is made to Registrant's Registration Statements No.
                  001-15331 on Form 8-A, together with the amendments and
                  exhibits thereto, which is incorporated herein by reference
                  pursuant to Item 3(d) of this Registration Statement.

   5              Opinion and consent of Brobeck, Phleger & Harrison LLP.

  23.1            Consent of PricewaterhouseCoopers, Independent Accountants.

  23.2            Consent of Brobeck, Phleger & Harrison LLP is contained in
                  Exhibit 5.

  24              Power of Attorney. Reference is made to page II-4 of this
                  Registration Statement.

  99.1            Form of Polaris Communications, Inc. Written Compensation
                  Agreement.

  99.2            Form of Polaris Communications, Inc. Non-Qualified Stock
                  Option Agreement

  99.3            Form of Crossroads Systems, Inc. Stock Option Assumption
                  Agreement.
 </TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20494}]
{"company-data": {"conformed-name": "CROSSROADS SYSTEMS INC", "cik": "0001093207", "assigned-sic": "3577", "irs-number": "742846643", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37584", "film-number": "641489"}, "business-address": {"street1": "9390 RESEARCH BOULEVARD SUITE II-300", "city": "AUSTIN", "state": "TX", "zip": "78759", "phone": "5123490300"}, "mail-address": {"street1": "9390 RESEARCH BOULEVARD SUITE II-300", "city": "AUSTIN", "state": "TX", "zip": "78759"}}
1
      As filed with the Securities and Exchange Commission on May 22, 2000
                                               Registration No. 333-____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                            CROSSROADS SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                                    74-2846643
   (State or other jurisdiction                (IRS Employer Identification No.)
of incorporation or organization)

                            8300 N. MOPAC EXPRESSWAY
                               AUSTIN, TEXAS 78759
               (Address of principal executive offices) (Zip Code)

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

                          POLARIS COMMUNICATIONS, INC.
                          NON-PLAN STOCK OPTION GRANTS
                             TO CERTAIN INDIVIDUALS
                    (AS ASSUMED BY CROSSROADS SYSTEMS, INC.)

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

                                 BRIAN R. SMITH
                             CHIEF EXECUTIVE OFFICER
                            CROSSROADS SYSTEMS, INC.
                            8300 N. MOPAC EXPRESSWAY
                               AUSTIN, TEXAS 78759
                     (Name and address of agent for service)

             Telephone: (512) 349-0300; Facsimile: (512) 928-7097
          (Telephone number, including area code, of agent for service)

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

                                   Copy to:
                            J. MATTHEW LYONS, P.C.
                        Brobeck, Phleger & Harrison LLP
                        301 Congress Avenue, Suite 1200
                              Austin, Texas 78701
                           Telephone: (512) 477-5495
                           Facsimile: (512) 477-5813

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

                         CALCULATION OF REGISTRATION FEE

================================================================================
Proposed            Proposed
                                               Amount to be      Maximum Offering    Maximum Aggregate         Amount of
 Title of Securities to be Registered          Registered(1)     Price per Share(2)   Offering Price(2)     Registration Fee
 ------------------------------------          -------------     ------------------  ------------------     ----------------
Polaris Communications, Inc. Non-Plan
Stock Option Grants to Certain
Individuals under written compensation
agreements(3)

Common Stock, $0.001 par value                 21,375 shares           $5.00              $106,875          $          28.22
                                                                                                            ================
================================================================================

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable pursuant to the Polaris Communications,
     Inc. Non-Plan Option Grants to certain individuals (as assumed by
     Registrant) by reason of any stock dividend, stock split, recapitalization
     or other similar transaction effected without the Registrant's receipt of
     consideration which results in an increase in the number of the outstanding
     shares of Registrant's Common Stock.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the weighted average
     exercise price per share in effect for the outstanding Polaris
     Communications, Inc. Non-Plan Stock Option Grants to certain individuals
     options under the Digital Furnace Corporation Amended and Restated Stock
     Incentive Plan as assumed by Registrant.

(3)  The option grants were made to Steven King (10,125 shares), Peter LaPorte
     (6,750 shares), David Wilk (2,250 shares) and Mark Geanakakis (2,250
     shares).
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

          Crossroads Systems, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          October 31, 1999 filed with the Commission on January 31, 2000;

     (b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
          ended January 31, 2000, filed with the Commission on March 15, 2000;

     (c)  The Registrant's Current Reports on Form 8-K filed with the Commission
          on February 11, 2000, and March 31, 2000;

     (d)  The Registrant's Registration Statement No. 001-15331 on Form 8-A
          filed with the Commission on September 27, 1999, and including any
          other amendments or reports filed for the purpose of updating such
          description, in which there is described the terms, rights and
          provisions applicable to the Registrant's Common Stock.

          All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which de-registers all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. 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 or in any subsequently filed document which also is deemed to
be incorporated by reference 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 Directors and Officers

          Section 145 of the Delaware General Corporation Law (the "DGCL")
provides, in effect, that any person made a party to any action by reason of the
fact that he is or was a director, officer, employee or agent of Registrant may
and, in certain cases, must be indemnified by Registrant against, in the case of
a non-derivative action, judgments, fines, amounts paid in settlement and
reasonable expenses (including attorneys' fees) incurred by him as a result of
such action, and in the case of a derivative action, against expenses (including
attorneys' fees), if in either type of action he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
Registrant. This indemnification does not apply, in a derivative action, to
matters as to which it is adjudged that the director, officer, employee or agent
is liable to Registrant, unless upon court order it is determined that, despite
such adjudication of liability, but in view of all the circumstances of the
case, he is fairly and

                                      II-1
3

reasonably entitled to indemnity for expenses, and, in a non-derivative action,
to any criminal proceeding in which such person had reasonable cause to believe
his conduct was unlawful.

          Article V of the Registrant's Sixth Amended and Restated Certificate
of Incorporation, provides that no director shall be liable to Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director to
the fullest extent permitted by the DGCL.

          Registrant has entered into indemnification agreements with each
director, a form of which is filed as Exhibit 10.1 to Registrant's Registration
Statement No. 333-85505. Pursuant to such agreements, the Registrant will be
obligated, to the extent permitted by applicable law, to indemnify such
directors against all expenses, judgments, fines and penalties incurred in
connection with the defense or settlement of any actions brought against them by
reason of the fact that they were directors of Registrant or assumed certain
responsibilities at the direction of Registrant. Registrant also intends to
purchase directors and officers liability insurance in order to limit its
exposure to liability for indemnification of directors and officers.

Item 7. Exemption from Registration Claimed

          Not Applicable.

Item 8. Exhibits

Exhibit Number        Exhibit

     4              Instruments Defining the Rights of Shareholders. Reference
                    is made to Registrant's Registration Statements No.
                    001-15331 on Form 8-A, together with the amendments and
                    exhibits thereto, which is incorporated herein by reference
                    pursuant to Item 3(d) of this Registration Statement.

     5              Opinion and consent of Brobeck, Phleger & Harrison LLP.

    23.1            Consent of PricewaterhouseCoopers, Independent Accountants.

    23.2            Consent of Brobeck, Phleger & Harrison LLP is contained in
                    Exhibit 5.

    24              Power of Attorney. Reference is made to page II-4 of this
                    Registration Statement.

    99.1            Form of Polaris Communications, Inc. Written Compensation
                    Agreement.

    99.2            Form of Polaris Communications, Inc. Non-Qualified Stock
                    Option Agreement

    99.3            Form of Crossroads Systems, Inc. Stock Option Assumption
                    Agreement.

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 1933 Act, (ii) to reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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; and (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 Polaris
Communications, Inc. Non-Plan Option Grants to certain individuals as assumed by
Registrant.

          B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new

                                      II-2
4

registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          C. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized 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
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

                                      II-3
5

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Austin, State of Texas on this 22nd
day of May, 2000.

                                           CROSSROADS SYSTEMS, INC.

                                           By:/s/ BRIAN R. SMITH
                                              ----------------------------------
                                              Brian R. Smith
                                              Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

          That the undersigned officers and directors of Crossroads Systems,
Inc., a Delaware corporation, do hereby constitute and appoint Brian R. Smith
and Reagan Y. Sakai and each of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

          IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE                                       TITLE                                    DATE
-------------------------------------      --------------------------------------------            --------------
/s/ BRIAN R. SMITH                         Chief Executive Officer (Principal Executive             May 22, 2000
-------------------------------------      Officer)
Brian R. Smith

/s/ REAGAN Y. SAKAI                        Vice President and Chief Financial Officer               May 22, 2000
-------------------------------------      (Principal Financial and Accounting Officer)
Reagan Y. Sakai

/s/ RICHARD D. EYESTONE                                      Director                               May 22, 2000
-------------------------------------
Richard D. Eyestone
6
SIGNATURE                                       TITLE                                    DATE
-------------------------------------      --------------------------------------------            -------------
Director                               May   , 2000
-------------------------------------
David L. Riegel

/s/ MORTON L. TOPFER                                         Director                               May 22, 2000
-------------------------------------
Morton L. Topfer

/s/ WILLIAM P. WOOD                                          Director                               May 22, 2000
-------------------------------------
William P. Wood

/s/ PAUL S. ZITO                                             Director                               May 22, 2000
-------------------------------------
Paul S. Zito
7

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                            CROSSROADS SYSTEMS, INC.
8

                                  EXHIBIT INDEX
EXHIBIT
NUMBER            DESCRIPTION
------            -----------
4              Instruments Defining the Rights of Shareholders. Reference
                  is made to Registrant's Registration Statements No.
                  001-15331 on Form 8-A, together with the amendments and
                  exhibits thereto, which is incorporated herein by reference
                  pursuant to Item 3(d) of this Registration Statement.

   5              Opinion and consent of Brobeck, Phleger & Harrison LLP.

  23.1            Consent of PricewaterhouseCoopers, Independent Accountants.

  23.2            Consent of Brobeck, Phleger & Harrison LLP is contained in
                  Exhibit 5.

  24              Power of Attorney. Reference is made to page II-4 of this
                  Registration Statement.

  99.1            Form of Polaris Communications, Inc. Written Compensation
                  Agreement.

  99.2            Form of Polaris Communications, Inc. Non-Qualified Stock
                  Option Agreement

  99.3            Form of Crossroads Systems, Inc. Stock Option Assumption
                  Agreement.