<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         ------------------------------
                             REGISTRATION STATEMENT
                                   ON FORM S-8
                                      Under
                           THE SECURITIES ACT OF 1933

                                  ON2.COM INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          COLORADO                                      84-1280679
  (State or other jurisdiction                        (IRS Employer
  of incorporation or organization)                   Identification No.)

                             375 GREENWICH STREET,
                               NEW YORK, NY 10013
                                 (212) 941-2400
--------------------------------------------------------------------------------
              (Address of registrant's Principal Executive Offices)

     AMENDED AND RESTATED 1999 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

                    Barry M. Shereck, Chief Financial Officer
                              375 Greenwich Street,
                               New York, NY 10013
                                 (212) 941-2400
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                        Copies of all communications to:
                                 Gary J. Kocher
                                Warren M. Clemans
                            Preston Gates & Ellis LLP
                          701 Fifth Avenue, Suite 5000
                                Seattle, WA 98104
                                 (206) 623-7580

<TABLE>
<CAPTION>
Title of each class of                    Proposed maximum    Proposed maximum
   securities to be       Amount to be   offering price per  aggregate offering   Amount of registration
      registered         registered (1)       share (2)           price (2)               fee (2)
---------------------------------------------------------------------------------------------------------
<S>                      <C>             <C>                 <C>                  <C>
 common stock, no par
         value              5,500,000          $22.50           $123,750,000              $32,670
</TABLE>


         (1) Includes an indeterminate number of additional shares that may be
issued to adjust the number of shares issued pursuant to the stock option plan
described herein as the result of any future stock split, stock dividend or
similar adjustment of On2.com's outstanding common stock.

         (2) Estimated pursuant to Rule 457(c) solely for purposes of
calculating amount of registration fee, based upon the average of the high and
low prices reported on February 28, 2000, as reported on the American Stock
Exchange.

The Exhibit Index appears after the Signature Page of this registration
statement.


<PAGE>

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are hereby incorporated by reference into this
registration statement:

         (a) On2.com's Transition Report on Form 10-KSB for the period from
October 1, 1998 to December 31, 1998, filed with the Securities and Exchange
Commission on September 28, 1999 and amended on October 21, 1999, which
contains audited consolidated financial statements for the most recent fiscal
year for which such statements have been filed.

         (b) Quarterly Reports on Form 10-QSB filed with the Securities and
Exchange Commission on June 10, 1999, August 23, 1999 and November 15, 1999.

         (c) The description of On2.com's common stock, which is contained in
the Registration Statement on Form 10-SB filed on October 3, 1997 (Commission
File No. 000-23171) in the section entitled "Item 8: Description of
Securities," as amended by the registrant's Amendment No. 1 to Form 10-SB
filed on April 7, 1998 (Commission File No. 000-23171).

         In addition, all documents subsequently filed 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 securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this registration statement and
to be a part hereof from the date of filing of such documents.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the securities that may be offered under the Amended
and Restated 1999 Incentive and Nonqualified Stock Option Plan will be passed
upon for On2.com Inc. ("On2.com") by Preston Gates & Ellis LLP, 701 Fifth
Avenue, Suite 5000, Seattle, Washington 98104. Attorneys who are partners or
employed by Preston Gates & Ellis LLP who have provided advice with respect
to this matter in the aggregate own fewer than 1,000 shares of On2.com's
common stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         On2.com's Articles of Incorporation and Bylaws permit it to
indemnify its officers and directors to the fullest extent permitted by law.
The laws of the State of Colorado permit, and in some cases require,
corporations to indemnify officers, directors, agents and employees who are
or who have been a party to or are threatened to be made a party to
litigation against judgments, fines, settlements and reasonable expenses
under certain circumstances. Under Colorado law, a director may not be
relieved of liability for (i) breach of the director's duty of loyalty, (ii)
knowing violation of the law, or (iii) any transaction from which the
director directly or indirectly derived an improper personal benefit. On2.com
believes that its right to indemnify its officers and directors is necessary
to attract and retain qualified persons to serve in those capacities. On2.com
has been advised that, in the opinion of the Securities and Exchange
Commission, indemnification for liabilities under the Securities Act is
against public policy and is unenforceable.

         On2.com maintains directors' and officers' liability insurance under
which On2.com's directors and officers are insured against loss (as defined
in the policy) as a result of claims brought against them for their wrongful
acts in such capacities.

ITEM 8.  EXHIBITS.

         The Exhibits to this registration statement are listed in the Index
to Exhibits on page 5.

ITEM 9.  UNDERTAKINGS.

         (a)  The undersigned registrant hereby undertakes:

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

                                        2

<PAGE>

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

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

         (b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer, or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.


                                        3

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on
this 29th day of February, 2000.

                                               ON2.COM INC.

                                               /s/ Barry M. Shereck
                                               --------------------------------
                                               Barry M. Shereck
                                               Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Barry M. Shereck and David S. Silver,
his or her attorney-in-fact, for him or her in any and all capacities, to
sign any amendments to this registration statement, and to file the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact, or their substitutes, may 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 on February 29, 2000.

/s/ Daniel Miller                   President, Chief Executive Officer, Director
------------------------------      (principal executive officer)
Daniel Miller


/s/ Barry M. Shereck                Chief Financial Officer (principal financial
------------------------------      and accounting officer)
Barry M. Shereck


/s/ David Silver                    Chief Operating Officer, Director
------------------------------
David Silver


/s/ Jack L. Rivkin                  Director
-------------------------------
Jack L. Rivkin


/s/ Ajmal Khan                      Director
-------------------------------
Ajmal Khan

/s/ Stephen D. Klein                Director
-------------------------------
Stephen D. Klein



INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NUMBER                              DESCRIPTION
-------------------------------------------------------
<S>               <C>
5.1               Opinion of Counsel regarding legality

23.1              Consent of Independent Public Accountant

23.2              Consent of Counsel (included in Exhibit 5.1)

24                Power of Attorney (contained within signature page)


                                        4

<PAGE>

99.1              Amended and Restated 1999 Incentive and Nonqualified Stock Option Plan

99.2              1997 Amended and Restated Stock Option Plan (incorporated by reference in 1999 Plan)

99.3              1998 Stock Option Plan (incorporated by reference in 1999 Plan)
</TABLE>


                                        5
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 12672}]
{"company-data": {"conformed-name": "ON2COM INC", "cik": "0001045280", "assigned-sic": "6162", "irs-number": "841280679", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31448", "film-number": "559246"}, "business-address": {"street1": "375 GREENWICH STREET", "city": "NEW YORK", "state": "NY", "zip": "10013", "phone": "2129412400"}, "mail-address": {"street1": "645 FIFTH AVE", "street2": "C/O STEVEN SISKIND", "city": "NEW YORK", "state": "NY", "zip": "10022"}, "former-company": {"former-conformed-name": "APPLIED CAPITAL FUNDING INC", "date-changed": "19971002"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         ------------------------------
                             REGISTRATION STATEMENT
                                   ON FORM S-8
                                      Under
                           THE SECURITIES ACT OF 1933

                                  ON2.COM INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          COLORADO                                      84-1280679
  (State or other jurisdiction                        (IRS Employer
  of incorporation or organization)                   Identification No.)

                             375 GREENWICH STREET,
                               NEW YORK, NY 10013
                                 (212) 941-2400
--------------------------------------------------------------------------------
              (Address of registrant's Principal Executive Offices)

     AMENDED AND RESTATED 1999 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

                    Barry M. Shereck, Chief Financial Officer
                              375 Greenwich Street,
                               New York, NY 10013
                                 (212) 941-2400
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                        Copies of all communications to:
                                 Gary J. Kocher
                                Warren M. Clemans
                            Preston Gates & Ellis LLP
                          701 Fifth Avenue, Suite 5000
                                Seattle, WA 98104
                                 (206) 623-7580
Title of each class of                    Proposed maximum    Proposed maximum
   securities to be       Amount to be   offering price per  aggregate offering   Amount of registration
      registered         registered (1)       share (2)           price (2)               fee (2)
---------------------------------------------------------------------------------------------------------
common stock, no par
         value              5,500,000          $22.50           $123,750,000              $32,670
(1) Includes an indeterminate number of additional shares that may be
issued to adjust the number of shares issued pursuant to the stock option plan
described herein as the result of any future stock split, stock dividend or
similar adjustment of On2.com's outstanding common stock.

         (2) Estimated pursuant to Rule 457(c) solely for purposes of
calculating amount of registration fee, based upon the average of the high and
low prices reported on February 28, 2000, as reported on the American Stock
Exchange.

The Exhibit Index appears after the Signature Page of this registration
statement.
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are hereby incorporated by reference into this
registration statement:

         (a) On2.com's Transition Report on Form 10-KSB for the period from
October 1, 1998 to December 31, 1998, filed with the Securities and Exchange
Commission on September 28, 1999 and amended on October 21, 1999, which
contains audited consolidated financial statements for the most recent fiscal
year for which such statements have been filed.

         (b) Quarterly Reports on Form 10-QSB filed with the Securities and
Exchange Commission on June 10, 1999, August 23, 1999 and November 15, 1999.

         (c) The description of On2.com's common stock, which is contained in
the Registration Statement on Form 10-SB filed on October 3, 1997 (Commission
File No. 000-23171) in the section entitled "Item 8: Description of
Securities," as amended by the registrant's Amendment No. 1 to Form 10-SB
filed on April 7, 1998 (Commission File No. 000-23171).

         In addition, all documents subsequently filed 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 securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this registration statement and
to be a part hereof from the date of filing of such documents.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the securities that may be offered under the Amended
and Restated 1999 Incentive and Nonqualified Stock Option Plan will be passed
upon for On2.com Inc. ("On2.com") by Preston Gates & Ellis LLP, 701 Fifth
Avenue, Suite 5000, Seattle, Washington 98104. Attorneys who are partners or
employed by Preston Gates & Ellis LLP who have provided advice with respect
to this matter in the aggregate own fewer than 1,000 shares of On2.com's
common stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         On2.com's Articles of Incorporation and Bylaws permit it to
indemnify its officers and directors to the fullest extent permitted by law.
The laws of the State of Colorado permit, and in some cases require,
corporations to indemnify officers, directors, agents and employees who are
or who have been a party to or are threatened to be made a party to
litigation against judgments, fines, settlements and reasonable expenses
under certain circumstances. Under Colorado law, a director may not be
relieved of liability for (i) breach of the director's duty of loyalty, (ii)
knowing violation of the law, or (iii) any transaction from which the
director directly or indirectly derived an improper personal benefit. On2.com
believes that its right to indemnify its officers and directors is necessary
to attract and retain qualified persons to serve in those capacities. On2.com
has been advised that, in the opinion of the Securities and Exchange
Commission, indemnification for liabilities under the Securities Act is
against public policy and is unenforceable.

         On2.com maintains directors' and officers' liability insurance under
which On2.com's directors and officers are insured against loss (as defined
in the policy) as a result of claims brought against them for their wrongful
acts in such capacities.

ITEM 8.  EXHIBITS.

         The Exhibits to this registration statement are listed in the Index
to Exhibits on page 5.

ITEM 9.  UNDERTAKINGS.

         (a)  The undersigned registrant hereby undertakes:

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

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

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

         (b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer, or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                        3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on
this 29th day of February, 2000.

                                               ON2.COM INC.

                                               /s/ Barry M. Shereck
                                               --------------------------------
                                               Barry M. Shereck
                                               Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Barry M. Shereck and David S. Silver,
his or her attorney-in-fact, for him or her in any and all capacities, to
sign any amendments to this registration statement, and to file the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact, or their substitutes, may 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 on February 29, 2000.

/s/ Daniel Miller                   President, Chief Executive Officer, Director
------------------------------      (principal executive officer)
Daniel Miller

/s/ Barry M. Shereck                Chief Financial Officer (principal financial
------------------------------      and accounting officer)
Barry M. Shereck

/s/ David Silver                    Chief Operating Officer, Director
------------------------------
David Silver

/s/ Jack L. Rivkin                  Director
-------------------------------
Jack L. Rivkin

/s/ Ajmal Khan                      Director
-------------------------------
Ajmal Khan

/s/ Stephen D. Klein                Director
-------------------------------
Stephen D. Klein

INDEX TO EXHIBITS
EXHIBIT NUMBER                              DESCRIPTION
-------------------------------------------------------
5.1               Opinion of Counsel regarding legality

23.1              Consent of Independent Public Accountant

23.2              Consent of Counsel (included in Exhibit 5.1)

24                Power of Attorney (contained within signature page)

                                        4
99.1              Amended and Restated 1999 Incentive and Nonqualified Stock Option Plan

99.2              1997 Amended and Restated Stock Option Plan (incorporated by reference in 1999 Plan)

99.3              1998 Stock Option Plan (incorporated by reference in 1999 Plan)
5