<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)



   Amended 1999 Non-Qualified Stock Option Plan (3,000,000 additional shares)
             Filed September 8, 2000, Registration Number 333-45438
   --------------------------------------------------------------------------
                              (Full title of plan)

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

                         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 (1)            Price (1)           Registration Fee
==================================================================================================================================
<S>                            <C>                         <C>                           <C>                  <C>    <C>    <C>
Common Stock,
$.01 par value per share       3,000,000 Shares (2)              $2.835                  $8,505,000               $2,032.70
==================================================================================================================================
</TABLE>

     (1)  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
          11, 2001, which was $2.835.

     (2)  On September 8, 2000, Registrant registered 400,000 shares to be
          issued under the 1999 Non-Qualified Stock Option Plan. The 1999
          Non-Qualified Stock Option Plan was amended on December 20, 2000 and
          October 9, 2001 and is now referred to as the Amended 1999
          Non-Qualified Stock Option Plan. Pursuant to Instruction E on Form
          S-8, an additional 3,000,000 shares are being registered herein to be
          issued pursuant to the Amended 1999 Non-Qualified Stock Option Plan.

<PAGE>

     The Exhibit Index appears after the Signature Page of this Registration
     Statement.

                           INCORPORATION BY REFERENCE

     Pursuant to General Instruction E on Form S-8, the contents of the
Registration Statement filed by Sonic Foundry, Inc. (the "Company") under
Registration Number 333-45438 with respect to securities offered pursuant to the
Company's 1999 Non-Qualified Stock Option Plan (the "Plan"), are hereby
incorporated by reference herein, and the opinions and consents listed below are
annexed hereto:

Exhibit Number   Description
--------------   ------------------------------------------------------------

4.1              Registrant's Amended 1999 Non-Qualified Stock Option Plan

5.1              Opinion of McBreen & Kopko regarding the legality of the Common
                 Stock registered hereby

23.1             Consent of McBreen & Kopko (included in its opinion to be filed
                 as Exhibit 5.1 hereto)

23.2             Consent of Ernst & Young LLP

24.1             Power of Attorney (contained within Signature Page)

                                       2

<PAGE>

                                   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 14/th/ day 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:

<TABLE>
<CAPTION>
Name                                           Title                                    Date
----                                           -----                                    ----
<S>                                            <C>                                      <C>
/s/ Rimas Buinevicius                          Chairman and Chief                       December 14, 2001
------------------------------------
         Rimas Buinevicius                     Executive Officer
                                               (Principal Executive Officer)


/s/ Kenneth A. Minor                           Chief Financial Officer and Secretary    December 14, 2001
------------------------------------
         Kenneth A. Minor

</TABLE>

                                       3

<PAGE>

<TABLE>
<S>                                             <C>                                         <C>
                                                (Principal Financial and Accounting
                                                Officer)

/s/ Monty Schmidt                               President and Director                   December 14, 2001
------------------------------------
         Monty Schmidt


/s/ Curtis Palmer
------------------------------------
         Curtis Palmer                          Executive Vice President, Chief          December 14, 2001
                                                Technology Officer and Director


/s/ Frederick H. Kopko, Jr.                     Director                                 December 14, 2001
------------------------------------
         Frederick H. Kopko, Jr.


/s/ Arnold Pollard                              Director                                 December 14, 2001
------------------------------------
         Arnold Pollard


/s/ David Kleinman                              Director                                 December 14, 2001
------------------------------------
         David Kleinman
</TABLE>

                                       4

<PAGE>

                                INDEX TO EXHIBITS

Page
Item Number
Sequentially

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

4.1              Registrant's Amended 1999 Non-Qualified Stock Option Plan

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

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

23.2             Consent of Ernst & Young LLP

24.1             Power of Attorney (contained within Signature Page)

                                       5
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "POST EFFECTIVE AMENDMENT TO FORM S-8", "secsgml_size_bytes": 9494}]
{"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": "333-75908", "film-number": "1822057"}, "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)

   Amended 1999 Non-Qualified Stock Option Plan (3,000,000 additional shares)
             Filed September 8, 2000, Registration Number 333-45438
   --------------------------------------------------------------------------
                              (Full title of plan)

                                                               Copy to:
       Rimas P. Buinevicius                                James R. Stern, Esq.
      Chief Executive Officer                               McBreen & Kopko
       1617 Sherman Avenue                               20 North Wacker Drive
        Madison, WI 53704                                    Suite 2520
         (608) 256-3133                                   Chicago, IL 60606
(Name, address, including zip code, and                    (312) 332-6405
telephone number, including area code,
         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 (1)            Price (1)           Registration Fee
==================================================================================================================================
Common Stock,
$.01 par value per share       3,000,000 Shares (2)              $2.835                  $8,505,000               $2,032.70
==================================================================================================================================
(1)  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
          11, 2001, which was $2.835.

     (2)  On September 8, 2000, Registrant registered 400,000 shares to be
          issued under the 1999 Non-Qualified Stock Option Plan. The 1999
          Non-Qualified Stock Option Plan was amended on December 20, 2000 and
          October 9, 2001 and is now referred to as the Amended 1999
          Non-Qualified Stock Option Plan. Pursuant to Instruction E on Form
          S-8, an additional 3,000,000 shares are being registered herein to be
          issued pursuant to the Amended 1999 Non-Qualified Stock Option Plan.
The Exhibit Index appears after the Signature Page of this Registration
     Statement.

                           INCORPORATION BY REFERENCE

     Pursuant to General Instruction E on Form S-8, the contents of the
Registration Statement filed by Sonic Foundry, Inc. (the "Company") under
Registration Number 333-45438 with respect to securities offered pursuant to the
Company's 1999 Non-Qualified Stock Option Plan (the "Plan"), are hereby
incorporated by reference herein, and the opinions and consents listed below are
annexed hereto:

Exhibit Number   Description
--------------   ------------------------------------------------------------

4.1              Registrant's Amended 1999 Non-Qualified Stock Option Plan

5.1              Opinion of McBreen & Kopko regarding the legality of the Common
                 Stock registered hereby

23.1             Consent of McBreen & Kopko (included in its opinion to be filed
                 as Exhibit 5.1 hereto)

23.2             Consent of Ernst & Young LLP

24.1             Power of Attorney (contained within Signature Page)

                                       2
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 14/th/ day 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:
Name                                           Title                                    Date
----                                           -----                                    ----
/s/ Rimas Buinevicius                          Chairman and Chief                       December 14, 2001
------------------------------------
         Rimas Buinevicius                     Executive Officer
                                               (Principal Executive Officer)

/s/ Kenneth A. Minor                           Chief Financial Officer and Secretary    December 14, 2001
------------------------------------
         Kenneth A. Minor
3
(Principal Financial and Accounting
                                                Officer)

/s/ Monty Schmidt                               President and Director                   December 14, 2001
------------------------------------
         Monty Schmidt

/s/ Curtis Palmer
------------------------------------
         Curtis Palmer                          Executive Vice President, Chief          December 14, 2001
                                                Technology Officer and Director

/s/ Frederick H. Kopko, Jr.                     Director                                 December 14, 2001
------------------------------------
         Frederick H. Kopko, Jr.

/s/ Arnold Pollard                              Director                                 December 14, 2001
------------------------------------
         Arnold Pollard

/s/ David Kleinman                              Director                                 December 14, 2001
------------------------------------
         David Kleinman
4
INDEX TO EXHIBITS

Page
Item Number
Sequentially

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

4.1              Registrant's Amended 1999 Non-Qualified Stock Option Plan

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

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

23.2             Consent of Ernst & Young LLP

24.1             Power of Attorney (contained within Signature Page)

                                       5