<PAGE>   1

    As filed with the Securities and Exchange Commission on January 26, 2001
                                                 Registration No. 333-
                                                                      ---------
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

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

                                   ----------

                             SIGNALSOFT CORPORATION
             (Exact name of registrant as specified in its charter)

             DELAWARE                                      84-1268226
(State or other jurisdiction of                           (IRS Employer
incorporation or organization)                        Identification Number)

                              1495 Canyon Boulevard
                             Boulder, Colorado 80302
                                 (303) 381-3000
                   (Address, including zip code, and telephone
                  number, including area code, of Registrant's
                          principal executive offices)

          SIGNALSOFT CORPORATION NONQUALIFIED STOCK OPTION PLAN (1995)
          SIGNALSOFT CORPORATION NONQUALIFIED STOCK OPTION PLAN (2000)
                  SIGNALSOFT CORPORATION EQUITY INCENTIVE PLAN
                           (Full title of the plan(s))

                                   ----------

                                ANDREW M. MURRAY
                        Senior Vice President of Finance
                             SignalSoft Corporation
                              1495 Canyon Boulevard
                             Boulder, Colorado 80302
                                 (303) 381-3000
(Name, address, and telephone number, including area code, of agent for service)

                                   ----------

                                    Copy to:
                               FRANCIS R. WHEELER
                               J. GREGORY HOLLOWAY
                            Holme Roberts & Owen LLP
                         1700 Lincoln Street, Suite 4100
                             Denver, Colorado 80203
                                 (303) 861-7000

                                   ----------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================
                                                            PROPOSED      PROPOSED
      TITLE OF                              MAXIMUM          MAXIMUM       MAXIMUM
     SECURITIES                              AMOUNT         OFFERING      AGGREGATE      AMOUNT OF
        TO BE                                TO BE          PRICE PER     OFFERING      REGISTRATION
     REGISTERED                           REGISTERED(1)      SHARE(2)       PRICE           FEE
     ----------                         ----------------    ---------    -----------    ------------
<S>                                     <C>                 <C>          <C>            <C>

Common Stock $0.001 par value,
to be issued under the SignalSoft
Corporation Nonqualified Stock
Option Plan (1995)                      1,444,692 Shares      $ 6.85     $ 9,896,140      $ 2,474

Common Stock $0.001 par value,
to be issued under the SignalSoft
Corporation Nonqualified Stock
Option Plan (2000)                      1,000,000 Shares      $ 9.65     $ 9,653,292      $ 2,413

Common Stock $0.001 par value,
to be issued under the SignalSoft
Corporation 2000 Equity Incentive Plan  3,400,000 Shares      $11.34     $38,540,485      $ 9,635
--------------------------------------  ----------------      ------     -----------      -------

TOTAL                                   5,844,692 Shares      $ 9.94     $58,089,918      $14,522
=====================================================================================================
</TABLE>


<PAGE>   2


(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable by reason of any stock dividend, stock
     split, recapitalization or other similar transaction effected without the
     receipt of consideration which results in an increase in the number of the
     Registrant's outstanding shares of Common Stock.

(2)  Estimated in accordance with Rule 457(h) and (c) promulgated under the
     Securities Act of 1933, as amended, solely for the purpose of computing the
     amount of the registration fee based on (i) the weighted average exercise
     price of $6.85 per share for the 1,444,692 authorized (under existing
     grants) but unissued shares under the SignalSoft Corporation Non-Qualified
     Stock Option Plan (1995), the 521,700 authorized (under existing grants)
     but unissued shares under the SignalSoft Corporation Non-Qualified Stock
     Option Plan (2000) and the 797,950 authorized (under existing grants) but
     unissued shares under the SignalSoft Corporation 2000 Equity Incentive Plan
     and (ii) the market price of $12.71095 per share, based on the average of
     the high and low sale prices of the Common Stock as reported on the Nasdaq
     National Market on January 24, 2001, for the 478,300 shares available for
     grant under the SignalSoft Corporation Non-Qualified Stock Option Plan
     (2000) and the 2,602,050 shares available for grant under the SignalSoft
     Corporation 2000 Equity Incentive Plan.


<PAGE>   3


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  The documents containing the information specified in Part I
of Form S-8 (plan information and registrant information) will be sent or given
to employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act"). Such documents need not be filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act. These documents, which include the statement of
availability required by Item 2 of Form S-8, and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part II
hereof), taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.


                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

                  SignalSoft Corporation (the "Registrant") hereby incorporates
by reference in this Registration Statement the following documents:

                  (a) The Registrant's Registration Statement on Form S-1 (File
No. 333-34670) filed with the Commission on April 13, 2000, as amended on June
8, 2000; July 14, 2000; and July 28, 2000;

                  (b) The Registrant's Prospectus, filed with the Commission on
August 3, 2000, pursuant to Rule 424(b) promulgated under the Securities Act;

                  (c) The description of the Registrant's Common Stock contained
in the Company's Registration Statement on Form 8-A (File No. 000-31185) filed
with the Commission on July 28, 2000, as amended on July 31, 2000, pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"); and

                  (d) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2000, filed with the Commission on November 14,
2000.

                  All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15 of the Exchange Act, after the date of this Registration
Statement 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 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 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.


<PAGE>   4


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 ("Section
145") permits indemnification of directors, officers, agents and controlling
persons of a corporation under certain conditions and subject to certain
limitations. The Registrant's Bylaws include provisions to require the
Registrant to indemnify its directors and officers to the fullest extent
permitted by Section 145, including circumstances in which indemnification is
otherwise discretionary. Section 145 also empowers the Registrant to purchase
and maintain insurance that protects its officers, directors, employees and
agents against any liabilities incurred in connection with their service in such
positions.

                  The Registrant has entered into separate indemnification
agreements with each of its directors and executive officers. These agreements
require the Registrant to, among other things, indemnify the director or
executive officer against expenses, including attorneys' fees, judgments, fines
and settlements paid by the individual in connection with any action, suit or
proceeding arising out of the individual's status or service as a director or
executive officer of the Registrant, other than liabilities arising from willful
misconduct or conduct that is knowingly fraudulent or deliberately dishonest.
The Registrant has also agreed to advance expenses incurred by the individual in
connection with any proceeding against the individual with respect to which he
or she may be entitled to indemnification by the Registrant.

                  The form of Underwriting Agreement filed as Exhibit 1.1 to the
Registrant's Form S-1 Registration Statement provides for indemnification by the
Underwriters of the Registrant and its directors and officers, and by the
Registrant of the Underwriters, for certain liabilities arising under the
Securities Act.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

ITEM 8.           EXHIBITS

                  Exhibit No.       Description
                  -----------       -----------

                  5.1               Opinion of Holme Roberts & Owen LLP

                  10.1*             SignalSoft Corporation Nonqualified Stock
                                    Option Plan (1995)

                  10.2              SignalSoft Corporation Nonqualified Stock
                                    Option Plan (2000)

                  10.3*             SignalSoft Corporation 2000 Equity Incentive
                                    Plan


<PAGE>   5


                  23.1              Consent of KPMG LLP

                  23.2              Consent of Counsel (included in Exhibit 5.1)

                  24.1              Power of Attorney

                  ----------
                  *        Previously filed as an exhibit to Registrant's
                           Registration Statement on Form S-1 (File No.
                           333-34670), declared effective August 2, 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;

                                    (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; 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;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if 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, 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 offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration

<PAGE>   6


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
Securities Act may be permitted to directors, executive officers and controlling
persons of the registrant pursuant to the provisions described in Item 6 above,
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 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 and will be governed by the final adjudication of such issue.



<PAGE>   7


                                   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 Boulder, State of Colorado, on this 25th day of
January, 2001.


                                  SIGNALSOFT CORPORATION


                                  By: /s/ Andrew M. Murray
                                      ------------------------------------------
                                  Name:  Andrew M. Murray
                                  Title: Senior Vice President of Finance,
                                         Chief Financial Officer and
                                         Secretary -- Treasurer


         Pursuant to the requirements of the Securities Act, 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/ David A. Hose                  President, Chief Executive Officer and            January 25, 2001
-------------------------------     Chairman of the Board of Directors
David A. Hose                       (Principal Executive Officer)

 /s/ Andrew M. Murray               Senior Vice President of Finance, Chief           January 25, 2001
-------------------------------     Financial Officer and Secretary-Treasurer
Andrew M. Murray                    (Principal Financial and Accounting Officer)

 /s/ Mark H. Flolid                 Executive Vice President of Corporate             January 25, 2001
-------------------------------     Development and Director
Mark H. Flolid

 /s/ Charles P. Waite, Jr.          Director                                          January 25, 2001
-------------------------------
Charles P. Waite, Jr.

 /s/ B. Holt Thrasher               Director                                          January 25, 2001
-------------------------------
B. Holt Thrasher

 /s/ Eric L. Doggett                Director                                          January 25, 2001
-------------------------------
Eric L. Doggett

 /s/ Perry M. LaForge               Director                                          January 25, 2001
-------------------------------
Perry M. LaForge
</TABLE>


<PAGE>   8


                                INDEX TO EXHIBITS

      Exhibit
      No.         Description
      -------     -----------

      5.1         Opinion of Holme Roberts & Owen LLP

      10.1*       SignalSoft Corporation Nonqualified Stock Option Plan (1995)

      10.2        SignalSoft Corporation Nonqualified Stock Option Plan (2000)

      10.3*       SignalSoft Corporation Equity Incentive Plan

      23.1        Consent of KPMG LLP

      23.2        Consent of Counsel (included in Exhibit 5.1)

      24.1        Power of Attorney

      ----------

      *        Previously filed as an exhibit to Registrant's Registration
               Statement on Form S-1 (File No. 333-34670), declared effective
               August 2, 2000, and incorporated by reference.
[{"type": "S-8", "sequence": "1", "filename": "d83610s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 19551}]
{"company-data": {"conformed-name": "SIGNALSOFT CORP", "cik": "0001103354", "assigned-sic": "7372", "irs-number": "841268226", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54412", "film-number": "1516443"}, "business-address": {"street1": "1495 CANYON BLVD", "city": "BOULDER", "state": "CO", "zip": "80302", "phone": "3033813000"}, "mail-address": {"street1": "1495 CANYON BLVD", "city": "BOULDER", "state": "CO", "zip": "80302"}}
1

    As filed with the Securities and Exchange Commission on January 26, 2001
                                                 Registration No. 333-
                                                                      ---------
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

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

                                   ----------

                             SIGNALSOFT CORPORATION
             (Exact name of registrant as specified in its charter)

             DELAWARE                                      84-1268226
(State or other jurisdiction of                           (IRS Employer
incorporation or organization)                        Identification Number)

                              1495 Canyon Boulevard
                             Boulder, Colorado 80302
                                 (303) 381-3000
                   (Address, including zip code, and telephone
                  number, including area code, of Registrant's
                          principal executive offices)

          SIGNALSOFT CORPORATION NONQUALIFIED STOCK OPTION PLAN (1995)
          SIGNALSOFT CORPORATION NONQUALIFIED STOCK OPTION PLAN (2000)
                  SIGNALSOFT CORPORATION EQUITY INCENTIVE PLAN
                           (Full title of the plan(s))

                                   ----------

                                ANDREW M. MURRAY
                        Senior Vice President of Finance
                             SignalSoft Corporation
                              1495 Canyon Boulevard
                             Boulder, Colorado 80302
                                 (303) 381-3000
(Name, address, and telephone number, including area code, of agent for service)

                                   ----------

                                    Copy to:
                               FRANCIS R. WHEELER
                               J. GREGORY HOLLOWAY
                            Holme Roberts & Owen LLP
                         1700 Lincoln Street, Suite 4100
                             Denver, Colorado 80203
                                 (303) 861-7000

                                   ----------

                         CALCULATION OF REGISTRATION FEE
=====================================================================================================
                                                            PROPOSED      PROPOSED
      TITLE OF                              MAXIMUM          MAXIMUM       MAXIMUM
     SECURITIES                              AMOUNT         OFFERING      AGGREGATE      AMOUNT OF
        TO BE                                TO BE          PRICE PER     OFFERING      REGISTRATION
     REGISTERED                           REGISTERED(1)      SHARE(2)       PRICE           FEE
     ----------                         ----------------    ---------    -----------    ------------
Common Stock $0.001 par value,
to be issued under the SignalSoft
Corporation Nonqualified Stock
Option Plan (1995)                      1,444,692 Shares      $ 6.85     $ 9,896,140      $ 2,474

Common Stock $0.001 par value,
to be issued under the SignalSoft
Corporation Nonqualified Stock
Option Plan (2000)                      1,000,000 Shares      $ 9.65     $ 9,653,292      $ 2,413

Common Stock $0.001 par value,
to be issued under the SignalSoft
Corporation 2000 Equity Incentive Plan  3,400,000 Shares      $11.34     $38,540,485      $ 9,635
--------------------------------------  ----------------      ------     -----------      -------

TOTAL                                   5,844,692 Shares      $ 9.94     $58,089,918      $14,522
=====================================================================================================
2

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable by reason of any stock dividend, stock
     split, recapitalization or other similar transaction effected without the
     receipt of consideration which results in an increase in the number of the
     Registrant's outstanding shares of Common Stock.

(2)  Estimated in accordance with Rule 457(h) and (c) promulgated under the
     Securities Act of 1933, as amended, solely for the purpose of computing the
     amount of the registration fee based on (i) the weighted average exercise
     price of $6.85 per share for the 1,444,692 authorized (under existing
     grants) but unissued shares under the SignalSoft Corporation Non-Qualified
     Stock Option Plan (1995), the 521,700 authorized (under existing grants)
     but unissued shares under the SignalSoft Corporation Non-Qualified Stock
     Option Plan (2000) and the 797,950 authorized (under existing grants) but
     unissued shares under the SignalSoft Corporation 2000 Equity Incentive Plan
     and (ii) the market price of $12.71095 per share, based on the average of
     the high and low sale prices of the Common Stock as reported on the Nasdaq
     National Market on January 24, 2001, for the 478,300 shares available for
     grant under the SignalSoft Corporation Non-Qualified Stock Option Plan
     (2000) and the 2,602,050 shares available for grant under the SignalSoft
     Corporation 2000 Equity Incentive Plan.
3

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  The documents containing the information specified in Part I
of Form S-8 (plan information and registrant information) will be sent or given
to employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act"). Such documents need not be filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act. These documents, which include the statement of
availability required by Item 2 of Form S-8, and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part II
hereof), taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.

                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

                  SignalSoft Corporation (the "Registrant") hereby incorporates
by reference in this Registration Statement the following documents:

                  (a) The Registrant's Registration Statement on Form S-1 (File
No. 333-34670) filed with the Commission on April 13, 2000, as amended on June
8, 2000; July 14, 2000; and July 28, 2000;

                  (b) The Registrant's Prospectus, filed with the Commission on
August 3, 2000, pursuant to Rule 424(b) promulgated under the Securities Act;

                  (c) The description of the Registrant's Common Stock contained
in the Company's Registration Statement on Form 8-A (File No. 000-31185) filed
with the Commission on July 28, 2000, as amended on July 31, 2000, pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"); and

                  (d) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2000, filed with the Commission on November 14,
2000.

                  All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15 of the Exchange Act, after the date of this Registration
Statement 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 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 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.
4

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 ("Section
145") permits indemnification of directors, officers, agents and controlling
persons of a corporation under certain conditions and subject to certain
limitations. The Registrant's Bylaws include provisions to require the
Registrant to indemnify its directors and officers to the fullest extent
permitted by Section 145, including circumstances in which indemnification is
otherwise discretionary. Section 145 also empowers the Registrant to purchase
and maintain insurance that protects its officers, directors, employees and
agents against any liabilities incurred in connection with their service in such
positions.

                  The Registrant has entered into separate indemnification
agreements with each of its directors and executive officers. These agreements
require the Registrant to, among other things, indemnify the director or
executive officer against expenses, including attorneys' fees, judgments, fines
and settlements paid by the individual in connection with any action, suit or
proceeding arising out of the individual's status or service as a director or
executive officer of the Registrant, other than liabilities arising from willful
misconduct or conduct that is knowingly fraudulent or deliberately dishonest.
The Registrant has also agreed to advance expenses incurred by the individual in
connection with any proceeding against the individual with respect to which he
or she may be entitled to indemnification by the Registrant.

                  The form of Underwriting Agreement filed as Exhibit 1.1 to the
Registrant's Form S-1 Registration Statement provides for indemnification by the
Underwriters of the Registrant and its directors and officers, and by the
Registrant of the Underwriters, for certain liabilities arising under the
Securities Act.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

ITEM 8.           EXHIBITS

                  Exhibit No.       Description
                  -----------       -----------

                  5.1               Opinion of Holme Roberts & Owen LLP

                  10.1*             SignalSoft Corporation Nonqualified Stock
                                    Option Plan (1995)

                  10.2              SignalSoft Corporation Nonqualified Stock
                                    Option Plan (2000)

                  10.3*             SignalSoft Corporation 2000 Equity Incentive
                                    Plan
5

                  23.1              Consent of KPMG LLP

                  23.2              Consent of Counsel (included in Exhibit 5.1)

                  24.1              Power of Attorney

                  ----------
                  *        Previously filed as an exhibit to Registrant's
                           Registration Statement on Form S-1 (File No.
                           333-34670), declared effective August 2, 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;

                                    (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; 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;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if 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, 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 offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration
6

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
Securities Act may be permitted to directors, executive officers and controlling
persons of the registrant pursuant to the provisions described in Item 6 above,
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 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 and will be governed by the final adjudication of such issue.
7

                                   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 Boulder, State of Colorado, on this 25th day of
January, 2001.

                                  SIGNALSOFT CORPORATION

                                  By: /s/ Andrew M. Murray
                                      ------------------------------------------
                                  Name:  Andrew M. Murray
                                  Title: Senior Vice President of Finance,
                                         Chief Financial Officer and
                                         Secretary -- Treasurer

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature                                  Title                              Date
/s/ David A. Hose                  President, Chief Executive Officer and            January 25, 2001
-------------------------------     Chairman of the Board of Directors
David A. Hose                       (Principal Executive Officer)

 /s/ Andrew M. Murray               Senior Vice President of Finance, Chief           January 25, 2001
-------------------------------     Financial Officer and Secretary-Treasurer
Andrew M. Murray                    (Principal Financial and Accounting Officer)

 /s/ Mark H. Flolid                 Executive Vice President of Corporate             January 25, 2001
-------------------------------     Development and Director
Mark H. Flolid

 /s/ Charles P. Waite, Jr.          Director                                          January 25, 2001
-------------------------------
Charles P. Waite, Jr.

 /s/ B. Holt Thrasher               Director                                          January 25, 2001
-------------------------------
B. Holt Thrasher

 /s/ Eric L. Doggett                Director                                          January 25, 2001
-------------------------------
Eric L. Doggett

 /s/ Perry M. LaForge               Director                                          January 25, 2001
-------------------------------
Perry M. LaForge
8

                                INDEX TO EXHIBITS

      Exhibit
      No.         Description
      -------     -----------

      5.1         Opinion of Holme Roberts & Owen LLP

      10.1*       SignalSoft Corporation Nonqualified Stock Option Plan (1995)

      10.2        SignalSoft Corporation Nonqualified Stock Option Plan (2000)

      10.3*       SignalSoft Corporation Equity Incentive Plan

      23.1        Consent of KPMG LLP

      23.2        Consent of Counsel (included in Exhibit 5.1)

      24.1        Power of Attorney

      ----------

      *        Previously filed as an exhibit to Registrant's Registration
               Statement on Form S-1 (File No. 333-34670), declared effective
               August 2, 2000, and incorporated by reference.