<PAGE>   1

    As filed with the Securities and Exchange Commission on January 31, 2000
================================================================================
                                                     Registration No. 333-______
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          ----------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                          ----------------------------
                       VIDEO NETWORK COMMUNICATIONS, INC.
             (Exact Name of Registrant as Specified in its Charter)

<TABLE>
<S>                                                     <C>
           Delaware                                         54-1707962
           --------                                         ----------
(State or Other Jurisdiction of                          (I.R.S. Employer
Incorporation or Organization)                          Identification No.)
</TABLE>

                             50 International Drive
                         Portsmouth, New Hampshire 03801
                    (Address of Principal Executive Offices)
                          ----------------------------
                       Video Network Communications, Inc.
                            1999 Stock Incentive Plan
                            (Full Title of the Plan)
                          ----------------------------
                                 Robert H. Emery
           Chief Financial Officer and Vice President, Administration
                       Video Network Communications, Inc.
                             50 International Drive
                         Portsmouth, New Hampshire 03801
                     (Name and Address of Agent for Service)

                                 (603) 334-6741
                                 --------------
          (Telephone Number, Including Area Code, of Agent for Service)
                                   Copies to:
                              Ellen C. Grady, Esq.
                                  Shaw Pittman
                            1676 International Drive
                             McLean, Virginia 22102
                                 (703) 790-7900

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                                     Proposed Maximum         Proposed Maximum               Amount Of
 Title Of Securities        Amount To Be            Aggregate Offering       Aggregate Offering            Registration
 To Be Registered            Registered              Price Per Share              Price                        Fee
--------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                          <C>                    <C>                           <C>
Common Stock,
$.01 par value
per share                 2,640,000 shares             $4.391(1)              $ 11,592,240(1)               $3,060.35
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)    Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended. The
registration fee is calculated based on the average of the high and low prices
of the Registrant's Common Stock as reported on The Nasdaq SmallCap Market on
January 27, 2000.


                                       1
<PAGE>   2


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

       We are incorporating by this reference the following documents into this
registration statement on Form S-8, all of which are on file with the Securities
and Exchange Commission (the "Commission"). All of the documents listed below
that are incorporated in this registration statement by this reference are
considered part of this Form S-8:

       (a) Our Annual Report on Form 10-KSB for the year ended December 31,
           1998, as amended by our Amendment No. 1 to the Form 10-KSB on Form
           10-KSB/A as filed with the Commission on May 13, 1999, and Amendment
           No. 2 to the Form 10-KSB on Form 10-KSB/A filed with the Commission
           on July 28, 1999;

       (b) The following reports that we have filed pursuant to Section 13(a) or
           15(d) of the Securities Exchange Act of 1934, as amended (the
           "Exchange Act") since the end of the fiscal year covered by the
           documents referred to in (a) above:

              (1) Quarterly Report on Form 10-QSB for the quarter ended March
                  31, 1999, as filed with the Commission on May 13, 1999, and as
                  amended by our Quarterly Report on Form 10-QSB/A as filed with
                  the Commission on July 19, 1999;

              (2) Current Report on Form 8-K as filed with the Commission on
                  June 18, 1999;

              (3) Quarterly Report on Form 10-QSB for the quarter ended June 30,
                  1999, as filed with the Commission on August 16, 1999, and as
                  amended by our Quarterly Report on Form 10-QSB/A-1 as filed
                  with the Commission on November 22, 1999, and our Quarterly
                  Report on Form 10-QSB/A-2 as filed with the Commission on
                  November 23, 1999; and

              (4) Quarterly Report on Form 10-QSB for the quarter ended
                  September 30, 1999 as filed with the Commission on November
                  22, 1999, as amended by our Quarterly Report on Form
                  10-QSB/A-2 as filed with the Commission on November 23, 1999.

       (c) The description of our Common Stock under the section entitled
           "Description of Securities" contained in its Registration Statement
           on Form SB-2 (Registration No. 333-20625) filed with the Commission
           and incorporated by reference into our registration statement on
           Form 8-A filed with the Commission on March 13, 1997, to register
           our common stock under Section 12(g) of the Exchange Act.

       All documents that we file with the Commission after the date of this
filing pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which de-registers all securities then
remaining unsold, will also be incorporated by reference in this registration
statement on Form S-8, and will be considered a part of this registration
statement from the date of filing of the report or document.


                                       2
<PAGE>   3


ITEM 4. DESCRIPTION OF SECURITIES.

       Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

       None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       Section 145 of the Delaware General Corporation law (the "DGCL") provides
that a corporation may limit the liability of each director to the corporation
or its stockholders for monetary damages, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders;
(ii) for acts of omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) in respect of certain unlawful
dividend payments or stock redemption or repurchases; and (iv) for any
transaction from which the director derived an improper benefit. Our Fourth
Amended and Restated Certificate of Incorporation provides for the elimination
and limitation of the personal liability of our directors for monetary damages
to the fullest extent permitted by the DGCL, as it may be amended or
supplemented from time to time.

       The effect of the provision is to eliminate our right and our
stockholders' right (through stockholders' derivative suits on our behalf ) to
recover monetary damages against a director for breach of the fiduciary duty of
care as a director (including breaches resulting from negligent or grossly
negligent behavior) except in the situations described in clauses (i) through
(iv) above. The provision does not limit or eliminate our rights or the rights
of any stockholder to seek non-monetary relief, such as an injunction or
recission in the event of a breach of a director's duty of care.

       We also have obtained officers' and directors' liability insurance with
respect to liabilities arising out of certain matters, including matters arising
under the Securities Act.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

       Not applicable.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
       Exhibit
       Number        Description of Exhibit
       ------        ----------------------
       <S>           <C>
       4.1           Form of Warrant for the purchase of shares of common stock,
                     issued in connection with the private placement of
                     $2,000,000 aggregate principal amount of Bridge Notes
                     (Incorporated by reference to Exhibit 3.4 to our
                     Registration Statement on Form SB-2 (File No. 333-20625)
                     filed with the Securities and Exchange Commission under the
                     Securities Act of 1933 (the "1997 SB-2")).
</TABLE>


                                       3
<PAGE>   4


<TABLE>
       <S>           <C>

       4.2           Form of Warrant for the purchase of shares of common stock,
                     issued in connection with the private placement of units in
                     June 1995 and August 1996 (incorporated by reference to
                     Exhibit 3.5 to the 1997 SB-2).

       4.3           Form of Warrant for the purchase of 100,000 shares of
                     common stock, issued in connection with the private
                     placement of Series A Convertible Preferred Stock and
                     warrants in December 1996 and January 1997 (Incorporated by
                     reference to Exhibit 3.7 to the 1997 SB-2).

       4.4           Form of Option for the purchase of 180,000 shares of common
                     stock, issued to Barington Capital Group, L.P. (Incorporated
                     by reference to Exhibit 3.8 to the 1997 SB-2).

       4.5           Specimen certificate evidencing shares of our common stock
                     (incorporated by reference to Exhibit 4.5 forming a part of
                     our Registration Statement on Form SB-2 (File No. 333-72429)
                     filed with the Securities and Exchange Commission under the
                     Securities Act of 1933 (the "1999 SB-2")).

       4.6           Senior Note that we issued to Sanmina Corporation with an
                     original principal amount of $4,300,000 (incorporated by
                     reference to Exhibit 4.10 forming a part of our Annual
                     Report on Form 10-KSB for the year ended December 31, 1998,
                     as amended (the "1998 Form 10-KSB")).

       4.7           Note that we issued to Shaw Pittman with an original
                     principal amount of $375,000 (incorporated by reference to
                     Exhibit 4.11 forming a part of the 1998 Form 10-KSB).

       4.8           Form of Warrant for the purchase of 275,000 shares of
                     common stock issued to Sanmina Corporation (incorporated by
                     reference to Exhibit 4.12 forming a part of the 1998 Form
                     10-KSB).

       4.9           Form of Warrant for the purchase of 40,000 shares of common
                     stock, issued to Shaw Pittman (incorporated by reference to
                     Exhibit 4.13 forming a part of the 1998 Form 10-KSB).

       4.10          Form of Representative's Purchase Option that we issued to
                     the representative of the underwriters of our June 1999
                     public offering of units (incorporated by reference to
                     Exhibit 4.15 to the 1999 SB-2).

       4.11          Specimen certificate evidencing Redeemable Common Stock
                     Purchase Warrant (incorporated by reference to Exhibit 4.16
                     to the 1999 SB-2).

       4.12          Form of Warrant Agreement (incorporated by reference to
                     Exhibit 4.17 to the 1999 SB-2).

       4.13          Specimen certificate evidencing unit (incorporated by
                     reference to Exhibit 4.18 to the 1999 SB-2).

       5.1*          Opinion of Shaw Pittman as to the legality of the
                     securities being registered.

       23.1*         Consent of Shaw Pittman (filed herewith as part of Exhibit 5).
</TABLE>


                                       4
<PAGE>   5


<TABLE>
       <S>           <C>
       23.2*         Consent of PricewaterhouseCoopers LLP.
</TABLE>

-----------------
       * Filed herewith.

ITEM 9. UNDERTAKINGS.

       (a)    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 there) which, individually or the
                            aggregate, represents a fundamental change in the
                            information set forth in the registration statement;

                     (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 statements,

              provided, however, that paragraphs (a)(1)(i) and (1)(ii) do not
              apply if the registration statement is on Form S-3, Form S-8 or
              Form F-3, and the information required to be included in a
              post-effective amendment by those paragraphs is contained in
              periodic reports filed with or furnished to the Commission by the
              registrant pursuant to Section 13 or 15(d) of the Securities
              Exchange Act of 1934 that are incorporated by reference in the
              registration statement.

              (2)    That, for the purpose of determining any liability under
                     the Securities Act of 1933, each such post-effective
                     amendment shall be deemed to be a new registration
                     statement relating to the securities offered therein, and
                     the offering of such securities at that time shall be
                     deemed to be the initial bona fide offering thereof.

              (3)    To remove from registration by means of a post-effective
                     amendment any securities which remain unsold at the
                     termination of the offering.

       (b)    Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's
annual report filed pursuant to Section 13(a) or 15(d) (relating to employers
which have registered stock under the 1933 Act) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit


                                       5
<PAGE>   6


plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.

       (c)    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 the foregoing provisions, 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 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 Act and will
be governed by the final adjudication of such issue.










                                       6
<PAGE>   7


                                   SIGNATURES

       The Registrant. 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 New York, New York, on this 18th day of January,
2000.


                                         VIDEO NETWORK COMMUNICATIONS, INC.
                                         (Registrant)

                                         /s/ Carl Muscari
                                         ---------------------------------------
                                         Carl Muscari
                                         President and Chief Executive Officer


       Pursuant to the requirements on the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Name                                  Title                                     Date
----                                  -----                                     ----
<S>                                   <C>                                       <C>
                                      President and Chief
                                      Executive Officer and
                                      Director (Principal
  /s/ Carl Muscari                    Executive Officer)                        January 18, 2000
-----------------------------
Carl Muscari


                                      Chief Financial Officer
                                      and Vice President,
  /s/ Robert H. Emery                 Administration                            January 18, 2000
-----------------------------         (Principal Financial
Robert H. Emery                       and Accounting Officer)


  /s/ James F. Bunker                 Chairman of the Board                     January 18, 2000
-----------------------------         of Directors
James F. Bunker


  /s/ Eugene Cacciamani               Director                                  January 18, 2000
-----------------------------
Eugene Cacciamani
</TABLE>


                                       7
<PAGE>   8


<TABLE>
<S>                                   <C>                                       <C>
  /s/ Marc S. Cooper                  Director                                  January 18, 2000
-----------------------------
Marc S. Cooper


  /s/ Richard Friedland               Director                                  January 18, 2000
-----------------------------
Richard Friedland


 /s/ Steven A. Rogers                 Director                                  January 18, 2000
-----------------------------
Steven A. Rogers


  /s/ Cheryl Snyder                   Director                                  January 18, 2000
-----------------------------
Cheryl Snyder
</TABLE>







                                        8
[{"type": "S-8", "sequence": "1", "description": "VIDEO NETWORK COMMUNICATIONS, INC. FORM S-8", "secsgml_size_bytes": 20906}]
{"company-data": {"conformed-name": "VIDEO NETWORK COMMUNICATIONS INC", "cik": "0000944310", "assigned-sic": "4822", "irs-number": "541707962", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-95799", "film-number": "518373"}, "business-address": {"street1": "50 INTERNATIONAL DRIVE", "city": "PORTSMOUTH", "state": "NH", "zip": "03801", "phone": "6033346700"}, "mail-address": {"street1": "50 INTERNATIONAL DRIVE", "city": "PORTSMOUTH", "state": "NH", "zip": "03801"}, "former-company": {"former-conformed-name": "OBJECTIVE COMMUNICATIONS INC", "date-changed": "19970122"}}
1

    As filed with the Securities and Exchange Commission on January 31, 2000
================================================================================
                                                     Registration No. 333-______
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          ----------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                          ----------------------------
                       VIDEO NETWORK COMMUNICATIONS, INC.
             (Exact Name of Registrant as Specified in its Charter)
Delaware                                         54-1707962
           --------                                         ----------
(State or Other Jurisdiction of                          (I.R.S. Employer
Incorporation or Organization)                          Identification No.)
50 International Drive
                         Portsmouth, New Hampshire 03801
                    (Address of Principal Executive Offices)
                          ----------------------------
                       Video Network Communications, Inc.
                            1999 Stock Incentive Plan
                            (Full Title of the Plan)
                          ----------------------------
                                 Robert H. Emery
           Chief Financial Officer and Vice President, Administration
                       Video Network Communications, Inc.
                             50 International Drive
                         Portsmouth, New Hampshire 03801
                     (Name and Address of Agent for Service)

                                 (603) 334-6741
                                 --------------
          (Telephone Number, Including Area Code, of Agent for Service)
                                   Copies to:
                              Ellen C. Grady, Esq.
                                  Shaw Pittman
                            1676 International Drive
                             McLean, Virginia 22102
                                 (703) 790-7900

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------
                                                     Proposed Maximum         Proposed Maximum               Amount Of
 Title Of Securities        Amount To Be            Aggregate Offering       Aggregate Offering            Registration
 To Be Registered            Registered              Price Per Share              Price                        Fee
--------------------------------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value
per share                 2,640,000 shares             $4.391(1)              $ 11,592,240(1)               $3,060.35
--------------------------------------------------------------------------------------------------------------------------
(1)    Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended. The
registration fee is calculated based on the average of the high and low prices
of the Registrant's Common Stock as reported on The Nasdaq SmallCap Market on
January 27, 2000.

                                       1
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

       We are incorporating by this reference the following documents into this
registration statement on Form S-8, all of which are on file with the Securities
and Exchange Commission (the "Commission"). All of the documents listed below
that are incorporated in this registration statement by this reference are
considered part of this Form S-8:

       (a) Our Annual Report on Form 10-KSB for the year ended December 31,
           1998, as amended by our Amendment No. 1 to the Form 10-KSB on Form
           10-KSB/A as filed with the Commission on May 13, 1999, and Amendment
           No. 2 to the Form 10-KSB on Form 10-KSB/A filed with the Commission
           on July 28, 1999;

       (b) The following reports that we have filed pursuant to Section 13(a) or
           15(d) of the Securities Exchange Act of 1934, as amended (the
           "Exchange Act") since the end of the fiscal year covered by the
           documents referred to in (a) above:

              (1) Quarterly Report on Form 10-QSB for the quarter ended March
                  31, 1999, as filed with the Commission on May 13, 1999, and as
                  amended by our Quarterly Report on Form 10-QSB/A as filed with
                  the Commission on July 19, 1999;

              (2) Current Report on Form 8-K as filed with the Commission on
                  June 18, 1999;

              (3) Quarterly Report on Form 10-QSB for the quarter ended June 30,
                  1999, as filed with the Commission on August 16, 1999, and as
                  amended by our Quarterly Report on Form 10-QSB/A-1 as filed
                  with the Commission on November 22, 1999, and our Quarterly
                  Report on Form 10-QSB/A-2 as filed with the Commission on
                  November 23, 1999; and

              (4) Quarterly Report on Form 10-QSB for the quarter ended
                  September 30, 1999 as filed with the Commission on November
                  22, 1999, as amended by our Quarterly Report on Form
                  10-QSB/A-2 as filed with the Commission on November 23, 1999.

       (c) The description of our Common Stock under the section entitled
           "Description of Securities" contained in its Registration Statement
           on Form SB-2 (Registration No. 333-20625) filed with the Commission
           and incorporated by reference into our registration statement on
           Form 8-A filed with the Commission on March 13, 1997, to register
           our common stock under Section 12(g) of the Exchange Act.

       All documents that we file with the Commission after the date of this
filing pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which de-registers all securities then
remaining unsold, will also be incorporated by reference in this registration
statement on Form S-8, and will be considered a part of this registration
statement from the date of filing of the report or document.

                                       2
3

ITEM 4. DESCRIPTION OF SECURITIES.

       Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

       None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       Section 145 of the Delaware General Corporation law (the "DGCL") provides
that a corporation may limit the liability of each director to the corporation
or its stockholders for monetary damages, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders;
(ii) for acts of omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) in respect of certain unlawful
dividend payments or stock redemption or repurchases; and (iv) for any
transaction from which the director derived an improper benefit. Our Fourth
Amended and Restated Certificate of Incorporation provides for the elimination
and limitation of the personal liability of our directors for monetary damages
to the fullest extent permitted by the DGCL, as it may be amended or
supplemented from time to time.

       The effect of the provision is to eliminate our right and our
stockholders' right (through stockholders' derivative suits on our behalf ) to
recover monetary damages against a director for breach of the fiduciary duty of
care as a director (including breaches resulting from negligent or grossly
negligent behavior) except in the situations described in clauses (i) through
(iv) above. The provision does not limit or eliminate our rights or the rights
of any stockholder to seek non-monetary relief, such as an injunction or
recission in the event of a breach of a director's duty of care.

       We also have obtained officers' and directors' liability insurance with
respect to liabilities arising out of certain matters, including matters arising
under the Securities Act.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

       Not applicable.

ITEM 8. EXHIBITS.
Exhibit
       Number        Description of Exhibit
       ------        ----------------------
4.1           Form of Warrant for the purchase of shares of common stock,
                     issued in connection with the private placement of
                     $2,000,000 aggregate principal amount of Bridge Notes
                     (Incorporated by reference to Exhibit 3.4 to our
                     Registration Statement on Form SB-2 (File No. 333-20625)
                     filed with the Securities and Exchange Commission under the
                     Securities Act of 1933 (the "1997 SB-2")).
3
4
4.2           Form of Warrant for the purchase of shares of common stock,
                     issued in connection with the private placement of units in
                     June 1995 and August 1996 (incorporated by reference to
                     Exhibit 3.5 to the 1997 SB-2).

       4.3           Form of Warrant for the purchase of 100,000 shares of
                     common stock, issued in connection with the private
                     placement of Series A Convertible Preferred Stock and
                     warrants in December 1996 and January 1997 (Incorporated by
                     reference to Exhibit 3.7 to the 1997 SB-2).

       4.4           Form of Option for the purchase of 180,000 shares of common
                     stock, issued to Barington Capital Group, L.P. (Incorporated
                     by reference to Exhibit 3.8 to the 1997 SB-2).

       4.5           Specimen certificate evidencing shares of our common stock
                     (incorporated by reference to Exhibit 4.5 forming a part of
                     our Registration Statement on Form SB-2 (File No. 333-72429)
                     filed with the Securities and Exchange Commission under the
                     Securities Act of 1933 (the "1999 SB-2")).

       4.6           Senior Note that we issued to Sanmina Corporation with an
                     original principal amount of $4,300,000 (incorporated by
                     reference to Exhibit 4.10 forming a part of our Annual
                     Report on Form 10-KSB for the year ended December 31, 1998,
                     as amended (the "1998 Form 10-KSB")).

       4.7           Note that we issued to Shaw Pittman with an original
                     principal amount of $375,000 (incorporated by reference to
                     Exhibit 4.11 forming a part of the 1998 Form 10-KSB).

       4.8           Form of Warrant for the purchase of 275,000 shares of
                     common stock issued to Sanmina Corporation (incorporated by
                     reference to Exhibit 4.12 forming a part of the 1998 Form
                     10-KSB).

       4.9           Form of Warrant for the purchase of 40,000 shares of common
                     stock, issued to Shaw Pittman (incorporated by reference to
                     Exhibit 4.13 forming a part of the 1998 Form 10-KSB).

       4.10          Form of Representative's Purchase Option that we issued to
                     the representative of the underwriters of our June 1999
                     public offering of units (incorporated by reference to
                     Exhibit 4.15 to the 1999 SB-2).

       4.11          Specimen certificate evidencing Redeemable Common Stock
                     Purchase Warrant (incorporated by reference to Exhibit 4.16
                     to the 1999 SB-2).

       4.12          Form of Warrant Agreement (incorporated by reference to
                     Exhibit 4.17 to the 1999 SB-2).

       4.13          Specimen certificate evidencing unit (incorporated by
                     reference to Exhibit 4.18 to the 1999 SB-2).

       5.1*          Opinion of Shaw Pittman as to the legality of the
                     securities being registered.

       23.1*         Consent of Shaw Pittman (filed herewith as part of Exhibit 5).
4
5
23.2*         Consent of PricewaterhouseCoopers LLP.
-----------------
       * Filed herewith.

ITEM 9. UNDERTAKINGS.

       (a)    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 there) which, individually or the
                            aggregate, represents a fundamental change in the
                            information set forth in the registration statement;

                     (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 statements,

              provided, however, that paragraphs (a)(1)(i) and (1)(ii) do not
              apply if the registration statement is on Form S-3, Form S-8 or
              Form F-3, and the information required to be included in a
              post-effective amendment by those paragraphs is contained in
              periodic reports filed with or furnished to the Commission by the
              registrant pursuant to Section 13 or 15(d) of the Securities
              Exchange Act of 1934 that are incorporated by reference in the
              registration statement.

              (2)    That, for the purpose of determining any liability under
                     the Securities Act of 1933, each such post-effective
                     amendment shall be deemed to be a new registration
                     statement relating to the securities offered therein, and
                     the offering of such securities at that time shall be
                     deemed to be the initial bona fide offering thereof.

              (3)    To remove from registration by means of a post-effective
                     amendment any securities which remain unsold at the
                     termination of the offering.

       (b)    Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's
annual report filed pursuant to Section 13(a) or 15(d) (relating to employers
which have registered stock under the 1933 Act) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit

                                       5
6

plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.

       (c)    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 the foregoing provisions, 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 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 Act and will
be governed by the final adjudication of such issue.

                                       6
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                                   SIGNATURES

       The Registrant. 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 New York, New York, on this 18th day of January,
2000.

                                         VIDEO NETWORK COMMUNICATIONS, INC.
                                         (Registrant)

                                         /s/ Carl Muscari
                                         ---------------------------------------
                                         Carl Muscari
                                         President and Chief Executive Officer

       Pursuant to the requirements on the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Name                                  Title                                     Date
----                                  -----                                     ----
President and Chief
                                      Executive Officer and
                                      Director (Principal
  /s/ Carl Muscari                    Executive Officer)                        January 18, 2000
-----------------------------
Carl Muscari

                                      Chief Financial Officer
                                      and Vice President,
  /s/ Robert H. Emery                 Administration                            January 18, 2000
-----------------------------         (Principal Financial
Robert H. Emery                       and Accounting Officer)

  /s/ James F. Bunker                 Chairman of the Board                     January 18, 2000
-----------------------------         of Directors
James F. Bunker

  /s/ Eugene Cacciamani               Director                                  January 18, 2000
-----------------------------
Eugene Cacciamani
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/s/ Marc S. Cooper                  Director                                  January 18, 2000
-----------------------------
Marc S. Cooper

  /s/ Richard Friedland               Director                                  January 18, 2000
-----------------------------
Richard Friedland

 /s/ Steven A. Rogers                 Director                                  January 18, 2000
-----------------------------
Steven A. Rogers

  /s/ Cheryl Snyder                   Director                                  January 18, 2000
-----------------------------
Cheryl Snyder
8