<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             Registration Statement

                                      Under

                           The Securities Act of 1933

                        Commission File No._____________

                               SONIC FOUNDRY, INC.

             (Exact name of registrant as specified in its charter)


MARYLAND                                    39-1783372
--------------------------------            ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

1617 Sherman Avenue, Madison, WI  53704     (608) 256-3133
----------------------------------------    ------------------------------------
(Address of principal executive offices)    (Issuer's telephone number)


                     MediaSite, Inc. Employee Retention Plan
                     ---------------------------------------
                              (Full title of plan)


        Rimas P. Buinevicius                              Copy to:
       Chief Executive Officer                      James R. Stern, Esq.
         1617 Sherman Avenue                           McBreen & Kopko
          Madison, WI 53704                         20 North Wacker Drive
           (608) 256-3133                                Suite 2520
(Name, address, including zip code, and               Chicago, IL 60606
telephone number, including area code,                 (312) 332-6405
          of agent for service)




<PAGE>

                         Calculation of Registration Fee
<TABLE>
<CAPTION>
============================================================================================


    Title of                                  Proposed        Aggregate
Securities to be         Amount to be     Maximum Offering    Offering          Amount of
   Registered             Registered       Price per Share      Price       Registration Fee
============================================================================================
<S>                  <C>                  <C>                <C>            <C>
Common Stock,        327,199 Shares (2)       $2.69 (3)      $880,165 (4)         $210.36
$.01 par value per
share(1)
============================================================================================
</TABLE>

     (1)  Consists of Shares which may be acquired by certain former employees
          of MediaSite, Inc. who are current employees of Sonic Foundry, Inc.,
          and who participated in the MediaSite, Inc. Employee Retention Plan
          (the "Plan").

     (2)  Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
          "Securities Act"), this Registration Statement also covers additional
          shares of Sonic Foundry, Inc. common stock that may be issued or
          become issuable under the MediaSite, Inc. Employee Retention Plan in
          order to prevent dilution resulting from any stock split, stock
          dividend or similar transaction.

     (3)  Computed pursuant to Rule 457(c) and (h) based on the average of the
          high and low prices reported on the Nasdaq Stock Market on December
          19, 2001.

     (4)  Estimated solely for purposes of determining the registration fee.

                                        2

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION

     The information required for this item is included in documents distributed
to each participant in the MediaSite, Inc. Employee Retention Plan
("Participant").

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     The information required for this item is included in documents distributed
to each Participant.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The SEC allows us to "incorporate by reference" into this prospectus
information that we file with the SEC in other documents. This means that we can
disclose important information to you by referring to other documents that
contain that information. The information incorporated by reference is
considered to be part of this prospectus, and information that we file with the
SEC in the future and incorporate by reference will automatically update and may
supersede the information contained in this prospectus. We incorporate by
reference the documents listed below and any future filing we make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the sale of all the shares covered by this prospectus.

     -   Our Annual Report on Form 10K for the fiscal year ended September 30,
         2001;

     -   Our Current Report on Form 8-K filed on October 30, 2001; and

     -   The description of our common stock contained in our Exchange Act
         Registration Statement on Form 8-A, filed April 20, 2000.

     You may request free copies of these filings by writing or telephoning us
at the following address: Investor Relations, 1617 Sherman Avenue, Madison,
Wisconsin 53704, telephone (608) 256-3133.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not required.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                                        3

<PAGE>

     The law firm of McBreen & Kopko will be furnishing an opinion as to the
legality of the Common Stock registered under this Registration Statement.
During fiscal 2000, we paid $227,975 to McBreen & Kopko for legal services.
Frederick H. Kopko, Jr. is a partner of McBreen & Kopko. Mr. Kopko is a director
of the Company and is the beneficial owner of 183,192 shares of Common Stock and
holds options to purchase an additional 180,000 Shares of Common Stock.


ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Our Articles of Incorporation limit the liability of our directors in their
capacity as directors but not in their capacity as officers, to the fullest
extent permitted by the Maryland General Corporation Law or MGCL. Accordingly,
pursuant to the terms of the MGCL as presently in effect, we may indemnify any
director unless it is established that: (i) the act or omission of the director
was material to the matter giving rise to the proceeding and was committed in
bad faith or was the result of active and deliberate dishonesty; (ii) the
director actually received an improper personal benefit in money, property or
services; or (iii) in the case of any criminal proceeding, the director had
reasonable cause to believe that the act or omission was unlawful. In addition,
our Bylaws require us to indemnify each person who is or was, a director,
officer, employee or agent of ours to the fullest extent permitted by the laws
of the State of Maryland in the event he is involved in legal proceedings by
reason of the fact that he is or was a director, officer, employee or agent of
ours, or is or was serving at our request as a director, officer, employee or
agent of another corporation, partnership or other enterprise. We may also
advance to such persons expenses incurred in defending a proceeding to which
indemnification might apply, upon terms and conditions, if any, deemed
appropriate by the Board of Directors upon receipt of an undertaking by or on
behalf of such director or officer to repay all such advanced amounts if it is
ultimately determined that he is not entitled to be indemnified as authorized by
the laws of the State of Maryland. In addition, we carry director and officer
liability insurance.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.


ITEM 8.   EXHIBITS

     The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.


ITEM 9.   UNDERTAKINGS

     (a)  The undersigned registrant hereby undertakes:

                                        4

<PAGE>

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement;

               (i)   To include any prospectus required by Section 10(a)(3) of
                     the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or events arising
                     after the effective date of the Registration Statement (or
                     the most recent post-effective amendment thereof) that,
                     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(1) 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 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.

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

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered that 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 of 1933, each
          filing of the Registrant's annual report pursuant to Section 13(a) or
          15(d) of the Exchange Act that is incorporated by reference in the
          Registration Statement shall be deemed to be a new Registration
          Statement relating to the securities offered therein, and the offering
          of such securities at that time shall be deemed to be the initial bona
          fide offering thereof.

     (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 Securities Act of 1933
          and is, therefore, unenforceable. If a claim for indemnification
          against such

                                        5

<PAGE>

          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 of whether such indemnification
          by it is against public policy as expressed in the Securities Act of
          1933 and will be governed by the final adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe it meets all 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 Madison, State of Wisconsin, on this 21stday of
December, 2001.

                                              Sonic Foundry, Inc.


                                              By: /s/ Rimas Buinevicius

                                                  ----------------------------
                                                  Rimas Buinevicius, Chairman
                                                  and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Rimas Buinevicius and Kenneth Minor as his true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitutes or substitute may lawfully do or
cause to be done by virtue hereof.

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

                                        6

<PAGE>

<TABLE>
<CAPTION>
Name                             Title                               Date
<S>                              <C>                                 <C>

/s/ Rimas Buinevicius            Chairman and Chief                  December 21, 2001
-----------------------------    Executive Officer
      Rimas Buinevicius          (Principal Executive Officer)



/s/ Kenneth A. Minor             Chief Financial Officer and         December 21, 2001
-----------------------------    Secretary
      Kenneth A. Minor           (Principal Financial and
                                 Accounting Officer)


/s/ Monty Schmidt                President and Director              December 21, 2001
-----------------------------
      Monty Schmidt



/s/ Curtis Palmer
-----------------------------
         Curtis Palmer           Executive Vice President, Chief     December 21, 2001
                                 Technology Officer and
                                 Director


/s/ Frederick H. Kopko, Jr.      Director                            December 21, 2001
-----------------------------
      Frederick H. Kopko, Jr.



/s/ Arnold Pollard               Director
-----------------------------
      Arnold Pollard                                                 December 21, 2001


/s/ David Kleinman               Director                            December 21, 2001
-----------------------------
      David Kleinman
</TABLE>

                                        7

<PAGE>


                                INDEX TO EXHIBITS

Page
Item Number
Sequentially

Numbered                                 Description
--------       -----------------------------------------------------------------

4.1            Amended and Restated Articles of Incorporation of the Registrant,
               filed as Exhibit No. 3.1 to the Registration Statement on
               Amendment No. 2 to Form SB-2 dated April 3, 1998 (Reg. No.
               333-46005) (the "Registration Statement"), and hereby
               incorporated by reference. *

4.2            Amended and Restated By-Laws of the Registrant filed as Exhibit
               No. 3.2 to the Registration Statement, and hereby incorporated
               by reference. *

4.3            Specimen Common Stock Certificate, filed as Exhibit No. 4.1 to
               the Registration Statement, and hereby incorporated by reference.
               *

4.4            MediaSite, Inc. Employee Retention Plan. (x)

5.1            Opinion of McBreen & Kopko as to the legality of the stock
               registered hereby (x)

23.1           Consent of McBreen & Kopko (included in Exhibit 5)

23.2           Consent of Ernst & Young LLP (x)

24.1           Power of Attorney (contained within Signature Page)



*    incorporated herein by reference
(x)  filed herwith
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 16961}]
{"company-data": {"conformed-name": "SONIC FOUNDRY INC", "cik": "0001029744", "assigned-sic": "7372", "irs-number": "391783372", "state-of-incorporation": "MD", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75902", "film-number": "1822053"}, "business-address": {"street1": "1617 SHERMAN AVE", "city": "MADISON", "state": "WI", "zip": "53704", "phone": "6082563133"}, "mail-address": {"street1": "1617 SHERMAN AVE", "city": "MADISON", "state": "WI", "zip": "53704"}}
SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             Registration Statement

                                      Under

                           The Securities Act of 1933

                        Commission File No._____________

                               SONIC FOUNDRY, INC.

             (Exact name of registrant as specified in its charter)

MARYLAND                                    39-1783372
--------------------------------            ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

1617 Sherman Avenue, Madison, WI  53704     (608) 256-3133
----------------------------------------    ------------------------------------
(Address of principal executive offices)    (Issuer's telephone number)

                     MediaSite, Inc. Employee Retention Plan
                     ---------------------------------------
                              (Full title of plan)

        Rimas P. Buinevicius                              Copy to:
       Chief Executive Officer                      James R. Stern, Esq.
         1617 Sherman Avenue                           McBreen & Kopko
          Madison, WI 53704                         20 North Wacker Drive
           (608) 256-3133                                Suite 2520
(Name, address, including zip code, and               Chicago, IL 60606
telephone number, including area code,                 (312) 332-6405
          of agent for service)
Calculation of Registration Fee
============================================================================================

    Title of                                  Proposed        Aggregate
Securities to be         Amount to be     Maximum Offering    Offering          Amount of
   Registered             Registered       Price per Share      Price       Registration Fee
============================================================================================
Common Stock,        327,199 Shares (2)       $2.69 (3)      $880,165 (4)         $210.36
$.01 par value per
share(1)
============================================================================================
(1)  Consists of Shares which may be acquired by certain former employees
          of MediaSite, Inc. who are current employees of Sonic Foundry, Inc.,
          and who participated in the MediaSite, Inc. Employee Retention Plan
          (the "Plan").

     (2)  Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
          "Securities Act"), this Registration Statement also covers additional
          shares of Sonic Foundry, Inc. common stock that may be issued or
          become issuable under the MediaSite, Inc. Employee Retention Plan in
          order to prevent dilution resulting from any stock split, stock
          dividend or similar transaction.

     (3)  Computed pursuant to Rule 457(c) and (h) based on the average of the
          high and low prices reported on the Nasdaq Stock Market on December
          19, 2001.

     (4)  Estimated solely for purposes of determining the registration fee.

                                        2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION

     The information required for this item is included in documents distributed
to each participant in the MediaSite, Inc. Employee Retention Plan
("Participant").

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     The information required for this item is included in documents distributed
to each Participant.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The SEC allows us to "incorporate by reference" into this prospectus
information that we file with the SEC in other documents. This means that we can
disclose important information to you by referring to other documents that
contain that information. The information incorporated by reference is
considered to be part of this prospectus, and information that we file with the
SEC in the future and incorporate by reference will automatically update and may
supersede the information contained in this prospectus. We incorporate by
reference the documents listed below and any future filing we make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the sale of all the shares covered by this prospectus.

     -   Our Annual Report on Form 10K for the fiscal year ended September 30,
         2001;

     -   Our Current Report on Form 8-K filed on October 30, 2001; and

     -   The description of our common stock contained in our Exchange Act
         Registration Statement on Form 8-A, filed April 20, 2000.

     You may request free copies of these filings by writing or telephoning us
at the following address: Investor Relations, 1617 Sherman Avenue, Madison,
Wisconsin 53704, telephone (608) 256-3133.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not required.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                                        3
The law firm of McBreen & Kopko will be furnishing an opinion as to the
legality of the Common Stock registered under this Registration Statement.
During fiscal 2000, we paid $227,975 to McBreen & Kopko for legal services.
Frederick H. Kopko, Jr. is a partner of McBreen & Kopko. Mr. Kopko is a director
of the Company and is the beneficial owner of 183,192 shares of Common Stock and
holds options to purchase an additional 180,000 Shares of Common Stock.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Our Articles of Incorporation limit the liability of our directors in their
capacity as directors but not in their capacity as officers, to the fullest
extent permitted by the Maryland General Corporation Law or MGCL. Accordingly,
pursuant to the terms of the MGCL as presently in effect, we may indemnify any
director unless it is established that: (i) the act or omission of the director
was material to the matter giving rise to the proceeding and was committed in
bad faith or was the result of active and deliberate dishonesty; (ii) the
director actually received an improper personal benefit in money, property or
services; or (iii) in the case of any criminal proceeding, the director had
reasonable cause to believe that the act or omission was unlawful. In addition,
our Bylaws require us to indemnify each person who is or was, a director,
officer, employee or agent of ours to the fullest extent permitted by the laws
of the State of Maryland in the event he is involved in legal proceedings by
reason of the fact that he is or was a director, officer, employee or agent of
ours, or is or was serving at our request as a director, officer, employee or
agent of another corporation, partnership or other enterprise. We may also
advance to such persons expenses incurred in defending a proceeding to which
indemnification might apply, upon terms and conditions, if any, deemed
appropriate by the Board of Directors upon receipt of an undertaking by or on
behalf of such director or officer to repay all such advanced amounts if it is
ultimately determined that he is not entitled to be indemnified as authorized by
the laws of the State of Maryland. In addition, we carry director and officer
liability insurance.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.   EXHIBITS

     The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.

ITEM 9.   UNDERTAKINGS

     (a)  The undersigned registrant hereby undertakes:

                                        4
(1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement;

               (i)   To include any prospectus required by Section 10(a)(3) of
                     the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or events arising
                     after the effective date of the Registration Statement (or
                     the most recent post-effective amendment thereof) that,
                     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(1) 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 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.

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

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered that 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 of 1933, each
          filing of the Registrant's annual report pursuant to Section 13(a) or
          15(d) of the Exchange Act that is incorporated by reference in the
          Registration Statement shall be deemed to be a new Registration
          Statement relating to the securities offered therein, and the offering
          of such securities at that time shall be deemed to be the initial bona
          fide offering thereof.

     (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 Securities Act of 1933
          and is, therefore, unenforceable. If a claim for indemnification
          against such

                                        5
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 of whether such indemnification
          by it is against public policy as expressed in the Securities Act of
          1933 and will be governed by the final adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe it meets all 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 Madison, State of Wisconsin, on this 21stday of
December, 2001.

                                              Sonic Foundry, Inc.

                                              By: /s/ Rimas Buinevicius

                                                  ----------------------------
                                                  Rimas Buinevicius, Chairman
                                                  and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Rimas Buinevicius and Kenneth Minor as his true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitutes or substitute may lawfully do or
cause to be done by virtue hereof.

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

                                        6
Name                             Title                               Date
/s/ Rimas Buinevicius            Chairman and Chief                  December 21, 2001
-----------------------------    Executive Officer
      Rimas Buinevicius          (Principal Executive Officer)

/s/ Kenneth A. Minor             Chief Financial Officer and         December 21, 2001
-----------------------------    Secretary
      Kenneth A. Minor           (Principal Financial and
                                 Accounting Officer)

/s/ Monty Schmidt                President and Director              December 21, 2001
-----------------------------
      Monty Schmidt

/s/ Curtis Palmer
-----------------------------
         Curtis Palmer           Executive Vice President, Chief     December 21, 2001
                                 Technology Officer and
                                 Director

/s/ Frederick H. Kopko, Jr.      Director                            December 21, 2001
-----------------------------
      Frederick H. Kopko, Jr.

/s/ Arnold Pollard               Director
-----------------------------
      Arnold Pollard                                                 December 21, 2001

/s/ David Kleinman               Director                            December 21, 2001
-----------------------------
      David Kleinman
7
INDEX TO EXHIBITS

Page
Item Number
Sequentially

Numbered                                 Description
--------       -----------------------------------------------------------------

4.1            Amended and Restated Articles of Incorporation of the Registrant,
               filed as Exhibit No. 3.1 to the Registration Statement on
               Amendment No. 2 to Form SB-2 dated April 3, 1998 (Reg. No.
               333-46005) (the "Registration Statement"), and hereby
               incorporated by reference. *

4.2            Amended and Restated By-Laws of the Registrant filed as Exhibit
               No. 3.2 to the Registration Statement, and hereby incorporated
               by reference. *

4.3            Specimen Common Stock Certificate, filed as Exhibit No. 4.1 to
               the Registration Statement, and hereby incorporated by reference.
               *

4.4            MediaSite, Inc. Employee Retention Plan. (x)

5.1            Opinion of McBreen & Kopko as to the legality of the stock
               registered hereby (x)

23.1           Consent of McBreen & Kopko (included in Exhibit 5)

23.2           Consent of Ernst & Young LLP (x)

24.1           Power of Attorney (contained within Signature Page)

*    incorporated herein by reference
(x)  filed herwith