<PAGE>   1


      As filed with the Securities and Exchange Commission on June 7, 2001
                                                   Registration No. 333-________

      --------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                               OTG SOFTWARE, INC.
             (Exact name of registrant as specified in its charter)


               Delaware                                     52-1769077
    (State or other jurisdiction of                       (I.R.S. Employer
     incorporation or organization)                    Identification Number)


                       6701 DEMOCRACY BOULEVARD, SUITE 800
                            BETHESDA, MARYLAND 20817
                                 (301) 897-1400
    (Address including Zip Code, and Telephone Number, Including Area Code of
                    Registrant's Principal Executive Offices)

                              AMENDED AND RESTATED
                            2000 STOCK INCENTIVE PLAN

                               1994 STOCK PLAN OF
                               SMART STORAGE, INC.

                           (Full titles of the Plans)

                                 RICHARD A. KAY
          PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD
                               OTG SOFTWARE, INC.
                       6701 DEMOCRACY BOULEVARD, SUITE 800
                            BETHESDA, MARYLAND 20817
                                 (301) 897-1400

(Name and address including zip code, and telephone number, including area code,
                             of agent for service)

<TABLE>
<CAPTION>
                                         CALCULATION OF REGISTRATION FEE
 ----------------------------------------------------------------------------------------------------------
                            Number of         Proposed maximum        Proposed maximum        Amount of
 Title of securities        Shares to          offering price        aggregate offering      registration
  to be registered      be Registered (1)      per share (2)               price                 fee
 ----------------------------------------------------------------------------------------------------------
<S>                     <C>                   <C>                    <C>                     <C>
 Common Stock $.01          1,968,325              $6.30                $12,400,448            $3,101
     par value
 ----------------------------------------------------------------------------------------------------------
</TABLE>

(1)     Consists of 1,500,000 shares issuable under the Amended and Restated
        2000 Stock Incentive Plan and 468,325 shares issuable under the 1994
        Stock Plan of Smart Storage, Inc., a Delaware corporation ("Smart
        Storage"), which plan was assumed by OTG Software, Inc. pursuant to that
        certain Agreement and Plan of


<PAGE>   2

        Merger, dated March 22, 2001, by and among the Registrant, Smart
        Storage, OTG Acquisition Corp., a Delaware Corporation and a wholly
        owned subsidiary of OTG Software, Inc., and certain other parties.
(2)     Estimated solely for the purpose of calculating the registration fee,
        and based upon the average of the high and low sale prices of the
        Registrant's Common Stock on the Nasdaq National Market on May 31, 2001
        in accordance with Rules 457(c) and 457(h) of the Securities Act of
        1933, as amended.

                     STATEMENT OF INCORPORATION BY REFERENCE

        This Registration Statement on Form S-8 incorporates by reference the
contents of a Registration Statement on Form S-8, File No. 333-35360, filed by
the Registrant on April 21, 2000 relating to the Registrant's 1998 Stock
Incentive Plan, the 2000 Stock Incentive Plan and the 2000 Employee Stock
Purchase Plan and the contents of a Registration Statement on Form S-8, File No.
333-55152, filed by the Registrant on February 7, 2001 relating to the
Registrant's 2000 Stock Incentive Plan. One of the purposes of this Registration
Statement is to increase by 1,500,000 the number of shares of Common Stock
registered and available for issuance under the Registrant's Amended and
Restated 2000 Stock Incentive Plan.

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

        The information required by Part I is included in documents sent or
given to participants in the 1994 Stock Plan of Smart Storage, pursuant to Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act").

PART II.        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

        Item 3. Incorporation of Documents by Reference.

        The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and
Exchange Commission. The following documents, which are on file with the
Securities and Exchange Commission, are incorporated in this Registration
Statement by reference:

        (a)     The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to
Rule 424(b) under the Securities Act, that contains audited financial statements
for the Registrant's latest fiscal year for which such statements have been
filed.

        (b)     All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the document
referred to in (a) above.

        (c)     The description of the common stock of the Registrant, $.01 par
value per share (the "Common Stock"), which is contained in a registration
statement filed under the Exchange Act, including any amendment or report filed
for the purpose of updating such description.

        All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all shares offered hereby have
been sold or which deregisters all shares then remaining unsold, shall be deemed
to be incorporated in this Registration Statement by reference 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 the purposes of this Registration
Statement to the extent a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or

                                      -2-
<PAGE>   3

superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

        Item 4. Description of Securities.

        Not applicable.

        Item 5. Interests of Named Experts and Counsel.

        Hale and Dorr LLP has opined to the legality of the securities being
offered by this Registration Statement.

        Item 6. Indemnification of Directors and Officers.

        Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation has the power to indemnify a director, officer,
employee or agent of the corporation and certain other persons serving at the
request of the corporation in related capacities against amounts paid and
expenses incurred in connection with an action or proceeding to which he is or
is threatened to be made a party by reason of such position, if such person
shall have acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and, in any criminal
proceeding, if such person had no reasonable cause to believe his conduct was
unlawful; provided that, in the case of actions brought by or in the right of
the corporation, no indemnification shall be made with respect to any matter as
to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances.

        Article SEVENTH of the Registrant's Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") provides that no director of
the Registrant shall be personally liable to the Registrant or its stockholders
for monetary damages for any breach of fiduciary duty as a director, except to
the extent that the Delaware General Corporation Law prohibits the elimination
or limitation of liability of directors for breaches of fiduciary duty.

        Article EIGHTH of the Certificate of Incorporation provides that a
director or officer of the Registrant (a) shall be indemnified by the Registrant
against all expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement incurred in connection with any litigation or other legal
proceeding (other than an action by or in the right of the Registrant) brought,
or threatened to be brought, against him by virtue of his position as, or
agreement to become, a director or officer of the Registrant or by virtue of his
serving, or agreeing to serve, at the request of the Registrant, as a director,
officer, or trustee of, or in a similar capacity with, a corporation, trust or
other enterprise, if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the Registrant, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful and (b) shall be indemnified by the Registrant
against all expenses (including attorneys' fees) and amounts paid in settlement
incurred in connection with any action by or in the right of the Registrant
brought, or threatened to be brought, against him by virtue of his position as,
or agreement to become, a director or officer of the Registrant or by virtue of
his serving, or agreeing to serve, at the request of the Registrant, as a
director, officer, or trustee of, or in a similar capacity with, a corporation,
trust or other enterprise, if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, except that no indemnification shall be made with respect to any
matter as to which such person shall have been adjudged to be liable to the
Registrant, unless a court determines that, despite such adjudication but in
view of all of the circumstances, he is entitled to indemnification of such
expenses. Notwithstanding the foregoing, to the extent that a director or
officer has been successful, on the merits or otherwise, including,

                                      -3-
<PAGE>   4

without limitation, the dismissal of an action without prejudice, he is required
to be indemnified by the Registrant against all expenses (including attorneys'
fees) incurred in connection therewith. Expenses shall be advanced to a director
or officer at his request, provided that he undertakes to repay the amount
advanced if it is ultimately determined that he is not entitled to
indemnification for such expenses.

        The Registrant is required to provide the indemnification described
herein unless the officer or director has not met the applicable standard of
conduct required for indemnification. Whether the applicable standard of conduct
has been met shall be determined in each instance by (a) a majority vote of the
directors of the Registrant consisting of persons who are not at that time
parties to the action, suit or proceeding in question ("disinterested
directors"), whether or not a quorum, (b) a majority vote of a committee of
disinterested directors designated by majority vote of disinterested directors,
whether or not a quorum, (c) the stockholders of the Registrant, (d) independent
legal counsel (who may, to the extent permitted by law, be regular legal counsel
to the Registrant), or (e) a court of competent jurisdiction. In the event of a
determination that the director or officer did not meet the applicable standard
of conduct required for indemnification, or if the Registrant fails to make a
disposition within 60 days after written request for indemnification or
advancement of expenses to the Registrant is made by such person, such person is
permitted to petition the court to make an independent determination as to
whether such person is entitled to indemnification. As a condition precedent to
the right of indemnification, the director or officer must give the Registrant
notice of the action for which indemnity is sought and the Registrant has the
right to participate in such action or assume the defense thereof.

        Article EIGHTH of the Certificate of Incorporation further provides that
the indemnification provided therein is not exclusive, and provides that in the
event that the Delaware General Corporation Law is amended to expand the
indemnification permitted to directors or officers, the Registrant must
indemnify those persons to the fullest extent permitted by such law as so
amended.

        The Registrant has entered into indemnification agreements with each of
its directors and officers. Such indemnification agreements require the
Registrant to indemnify its directors and officers to the fullest extent
permitted by Delaware law. In addition, the Registrant has an insurance policy
covering its directors and officers.

        Item 7. Exemption from Registration Claimed.

        Not applicable.

        Item 8. Exhibits.

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

        Item 9. Undertakings.

        1.      The Registrant hereby undertakes:

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

                                      -4-
<PAGE>   5

        (b)     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.

        (c)     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.

        2.      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 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.      Insofar as indemnification for liabilities arising under the
Securities Act 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 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.

                                      -5-
<PAGE>   6


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act, 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 Bethesda, Maryland on the 6th day of June, 2001.

                                            OTG SOFTWARE, INC.



                                            By:    /s/ RONALD W. KAISER
                                                   -----------------------------
                                                   Ronald W. Kaiser
                                                   Chief Financial Officer


                                POWER OF ATTORNEY

        We, the undersigned officers and directors of OTG Software, Inc., hereby
severally constitute Richard A. Kay and Ronald W. Kaiser, and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, the
Registration Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our names and behalf in our capacities as officers and directors to enable
OTG Software, Inc. to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by said attorneys, or any of them, to said Registration Statement and
any and all amendments thereto.

        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>                                     <S>                                             <C>
/s/ RICHARD A. KAY                      Chief Executive Officer, President               June 6, 2001
-------------------------------         and Chairman (Principal Executive Officer)
Richard A. Kay


/s/ RONALD W. KAISER                    Chief Financial Officer and Treasurer            June 6, 2001
-------------------------------         (Principal Financial and Accounting Officer)
Ronald W. Kaiser


/s/ F. WILLIAM CAPLE                    Executive Vice President, Secretary              June 6, 2001
-------------------------------         and Director
F. William Caple


/s/ GABRIEL A. BATTISTA                 Director                                         June 6, 2001
-------------------------------
Gabriel A. Battista


/s/ JOHN BURTON                         Director                                         June 6, 2001
-------------------------------
John Burton
</TABLE>


                                      -6-
<PAGE>   7


<TABLE>
<S>                                     <S>                                             <C>
/s/ JOSEPH R. CHINNICI                  Director                                         June 6, 2001
-------------------------------
Joseph R. Chinnici


/s/ GEATON A. DECESARIS, JR.            Director                                         June 6, 2001
-------------------------------
Geaton A. DeCesaris, Jr.


/s/ DONALD B. HEBB, JR.                  Director                                         June 6, 2001
-------------------------------
Donald B. Hebb, Jr.
</TABLE>


                                      -7-
<PAGE>   8


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number          Description
------          -----------
<S>             <C>
4.1*            Amended and Restated Certificate of Incorporation of the Registrant.
4.2*            Amended and Restated By-Laws of the Registrant.
5.1             Opinion of Hale and Dorr LLP.
23.1            Consent of Hale and Dorr LLP (included in Exhibit 5.1).
23.2            Consent of KPMG LLP.
24.1            Power of Attorney (included on the signature page of this Registration
                Statement).
</TABLE>

*       Incorporated by reference herein from Exhibits to the Registrant's
        Registration Statement on Form S-1 (File No. 333-93581) as declared
        effective by the Commission on March 9, 2000.



                                      -8-
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{"company-data": {"conformed-name": "OTG SOFTWARE INC", "cik": "0001101757", "assigned-sic": "7372", "irs-number": "521769077", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62530", "film-number": "1656236"}, "business-address": {"street1": "6701 DEMOCRACY BLVD 8TH FLOOR", "city": "BETHESDA", "state": "MD", "zip": "20817", "phone": "3018971400"}}
1

      As filed with the Securities and Exchange Commission on June 7, 2001
                                                   Registration No. 333-________

      --------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                               OTG SOFTWARE, INC.
             (Exact name of registrant as specified in its charter)

               Delaware                                     52-1769077
    (State or other jurisdiction of                       (I.R.S. Employer
     incorporation or organization)                    Identification Number)

                       6701 DEMOCRACY BOULEVARD, SUITE 800
                            BETHESDA, MARYLAND 20817
                                 (301) 897-1400
    (Address including Zip Code, and Telephone Number, Including Area Code of
                    Registrant's Principal Executive Offices)

                              AMENDED AND RESTATED
                            2000 STOCK INCENTIVE PLAN

                               1994 STOCK PLAN OF
                               SMART STORAGE, INC.

                           (Full titles of the Plans)

                                 RICHARD A. KAY
          PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD
                               OTG SOFTWARE, INC.
                       6701 DEMOCRACY BOULEVARD, SUITE 800
                            BETHESDA, MARYLAND 20817
                                 (301) 897-1400

(Name and address including zip code, and telephone number, including area code,
                             of agent for service)
CALCULATION OF REGISTRATION FEE
 ----------------------------------------------------------------------------------------------------------
                            Number of         Proposed maximum        Proposed maximum        Amount of
 Title of securities        Shares to          offering price        aggregate offering      registration
  to be registered      be Registered (1)      per share (2)               price                 fee
 ----------------------------------------------------------------------------------------------------------
Common Stock $.01          1,968,325              $6.30                $12,400,448            $3,101
     par value
 ----------------------------------------------------------------------------------------------------------
(1)     Consists of 1,500,000 shares issuable under the Amended and Restated
        2000 Stock Incentive Plan and 468,325 shares issuable under the 1994
        Stock Plan of Smart Storage, Inc., a Delaware corporation ("Smart
        Storage"), which plan was assumed by OTG Software, Inc. pursuant to that
        certain Agreement and Plan of
2

        Merger, dated March 22, 2001, by and among the Registrant, Smart
        Storage, OTG Acquisition Corp., a Delaware Corporation and a wholly
        owned subsidiary of OTG Software, Inc., and certain other parties.
(2)     Estimated solely for the purpose of calculating the registration fee,
        and based upon the average of the high and low sale prices of the
        Registrant's Common Stock on the Nasdaq National Market on May 31, 2001
        in accordance with Rules 457(c) and 457(h) of the Securities Act of
        1933, as amended.

                     STATEMENT OF INCORPORATION BY REFERENCE

        This Registration Statement on Form S-8 incorporates by reference the
contents of a Registration Statement on Form S-8, File No. 333-35360, filed by
the Registrant on April 21, 2000 relating to the Registrant's 1998 Stock
Incentive Plan, the 2000 Stock Incentive Plan and the 2000 Employee Stock
Purchase Plan and the contents of a Registration Statement on Form S-8, File No.
333-55152, filed by the Registrant on February 7, 2001 relating to the
Registrant's 2000 Stock Incentive Plan. One of the purposes of this Registration
Statement is to increase by 1,500,000 the number of shares of Common Stock
registered and available for issuance under the Registrant's Amended and
Restated 2000 Stock Incentive Plan.

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

        The information required by Part I is included in documents sent or
given to participants in the 1994 Stock Plan of Smart Storage, pursuant to Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act").

PART II.        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

        Item 3. Incorporation of Documents by Reference.

        The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and
Exchange Commission. The following documents, which are on file with the
Securities and Exchange Commission, are incorporated in this Registration
Statement by reference:

        (a)     The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to
Rule 424(b) under the Securities Act, that contains audited financial statements
for the Registrant's latest fiscal year for which such statements have been
filed.

        (b)     All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the document
referred to in (a) above.

        (c)     The description of the common stock of the Registrant, $.01 par
value per share (the "Common Stock"), which is contained in a registration
statement filed under the Exchange Act, including any amendment or report filed
for the purpose of updating such description.

        All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all shares offered hereby have
been sold or which deregisters all shares then remaining unsold, shall be deemed
to be incorporated in this Registration Statement by reference 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 the purposes of this Registration
Statement to the extent a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or

                                      -2-
3

superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

        Item 4. Description of Securities.

        Not applicable.

        Item 5. Interests of Named Experts and Counsel.

        Hale and Dorr LLP has opined to the legality of the securities being
offered by this Registration Statement.

        Item 6. Indemnification of Directors and Officers.

        Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation has the power to indemnify a director, officer,
employee or agent of the corporation and certain other persons serving at the
request of the corporation in related capacities against amounts paid and
expenses incurred in connection with an action or proceeding to which he is or
is threatened to be made a party by reason of such position, if such person
shall have acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and, in any criminal
proceeding, if such person had no reasonable cause to believe his conduct was
unlawful; provided that, in the case of actions brought by or in the right of
the corporation, no indemnification shall be made with respect to any matter as
to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances.

        Article SEVENTH of the Registrant's Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") provides that no director of
the Registrant shall be personally liable to the Registrant or its stockholders
for monetary damages for any breach of fiduciary duty as a director, except to
the extent that the Delaware General Corporation Law prohibits the elimination
or limitation of liability of directors for breaches of fiduciary duty.

        Article EIGHTH of the Certificate of Incorporation provides that a
director or officer of the Registrant (a) shall be indemnified by the Registrant
against all expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement incurred in connection with any litigation or other legal
proceeding (other than an action by or in the right of the Registrant) brought,
or threatened to be brought, against him by virtue of his position as, or
agreement to become, a director or officer of the Registrant or by virtue of his
serving, or agreeing to serve, at the request of the Registrant, as a director,
officer, or trustee of, or in a similar capacity with, a corporation, trust or
other enterprise, if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the Registrant, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful and (b) shall be indemnified by the Registrant
against all expenses (including attorneys' fees) and amounts paid in settlement
incurred in connection with any action by or in the right of the Registrant
brought, or threatened to be brought, against him by virtue of his position as,
or agreement to become, a director or officer of the Registrant or by virtue of
his serving, or agreeing to serve, at the request of the Registrant, as a
director, officer, or trustee of, or in a similar capacity with, a corporation,
trust or other enterprise, if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, except that no indemnification shall be made with respect to any
matter as to which such person shall have been adjudged to be liable to the
Registrant, unless a court determines that, despite such adjudication but in
view of all of the circumstances, he is entitled to indemnification of such
expenses. Notwithstanding the foregoing, to the extent that a director or
officer has been successful, on the merits or otherwise, including,

                                      -3-
4

without limitation, the dismissal of an action without prejudice, he is required
to be indemnified by the Registrant against all expenses (including attorneys'
fees) incurred in connection therewith. Expenses shall be advanced to a director
or officer at his request, provided that he undertakes to repay the amount
advanced if it is ultimately determined that he is not entitled to
indemnification for such expenses.

        The Registrant is required to provide the indemnification described
herein unless the officer or director has not met the applicable standard of
conduct required for indemnification. Whether the applicable standard of conduct
has been met shall be determined in each instance by (a) a majority vote of the
directors of the Registrant consisting of persons who are not at that time
parties to the action, suit or proceeding in question ("disinterested
directors"), whether or not a quorum, (b) a majority vote of a committee of
disinterested directors designated by majority vote of disinterested directors,
whether or not a quorum, (c) the stockholders of the Registrant, (d) independent
legal counsel (who may, to the extent permitted by law, be regular legal counsel
to the Registrant), or (e) a court of competent jurisdiction. In the event of a
determination that the director or officer did not meet the applicable standard
of conduct required for indemnification, or if the Registrant fails to make a
disposition within 60 days after written request for indemnification or
advancement of expenses to the Registrant is made by such person, such person is
permitted to petition the court to make an independent determination as to
whether such person is entitled to indemnification. As a condition precedent to
the right of indemnification, the director or officer must give the Registrant
notice of the action for which indemnity is sought and the Registrant has the
right to participate in such action or assume the defense thereof.

        Article EIGHTH of the Certificate of Incorporation further provides that
the indemnification provided therein is not exclusive, and provides that in the
event that the Delaware General Corporation Law is amended to expand the
indemnification permitted to directors or officers, the Registrant must
indemnify those persons to the fullest extent permitted by such law as so
amended.

        The Registrant has entered into indemnification agreements with each of
its directors and officers. Such indemnification agreements require the
Registrant to indemnify its directors and officers to the fullest extent
permitted by Delaware law. In addition, the Registrant has an insurance policy
covering its directors and officers.

        Item 7. Exemption from Registration Claimed.

        Not applicable.

        Item 8. Exhibits.

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

        Item 9. Undertakings.

        1.      The Registrant hereby undertakes:

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

                                      -4-
5

        (b)     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.

        (c)     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.

        2.      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 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.      Insofar as indemnification for liabilities arising under the
Securities Act 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 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.

                                      -5-
6

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act, 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 Bethesda, Maryland on the 6th day of June, 2001.

                                            OTG SOFTWARE, INC.

                                            By:    /s/ RONALD W. KAISER
                                                   -----------------------------
                                                   Ronald W. Kaiser
                                                   Chief Financial Officer

                                POWER OF ATTORNEY

        We, the undersigned officers and directors of OTG Software, Inc., hereby
severally constitute Richard A. Kay and Ronald W. Kaiser, and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, the
Registration Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our names and behalf in our capacities as officers and directors to enable
OTG Software, Inc. to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by said attorneys, or any of them, to said Registration Statement and
any and all amendments thereto.

        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/ RICHARD A. KAY                      Chief Executive Officer, President               June 6, 2001
-------------------------------         and Chairman (Principal Executive Officer)
Richard A. Kay

/s/ RONALD W. KAISER                    Chief Financial Officer and Treasurer            June 6, 2001
-------------------------------         (Principal Financial and Accounting Officer)
Ronald W. Kaiser

/s/ F. WILLIAM CAPLE                    Executive Vice President, Secretary              June 6, 2001
-------------------------------         and Director
F. William Caple

/s/ GABRIEL A. BATTISTA                 Director                                         June 6, 2001
-------------------------------
Gabriel A. Battista

/s/ JOHN BURTON                         Director                                         June 6, 2001
-------------------------------
John Burton
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/s/ JOSEPH R. CHINNICI                  Director                                         June 6, 2001
-------------------------------
Joseph R. Chinnici

/s/ GEATON A. DECESARIS, JR.            Director                                         June 6, 2001
-------------------------------
Geaton A. DeCesaris, Jr.

/s/ DONALD B. HEBB, JR.                  Director                                         June 6, 2001
-------------------------------
Donald B. Hebb, Jr.
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                                  EXHIBIT INDEX
Exhibit
Number          Description
------          -----------
4.1*            Amended and Restated Certificate of Incorporation of the Registrant.
4.2*            Amended and Restated By-Laws of the Registrant.
5.1             Opinion of Hale and Dorr LLP.
23.1            Consent of Hale and Dorr LLP (included in Exhibit 5.1).
23.2            Consent of KPMG LLP.
24.1            Power of Attorney (included on the signature page of this Registration
                Statement).
*       Incorporated by reference herein from Exhibits to the Registrant's
        Registration Statement on Form S-1 (File No. 333-93581) as declared
        effective by the Commission on March 9, 2000.

                                      -8-