<PAGE>
As filed with the Securities and Exchange Commission on August 15, 2000
                                                    Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 ---------------

                             DOT HILL SYSTEMS CORP.

                             ----------------------

             (Exact name of Registrant as specified in its charter)

       NEW YORK                                          13-3460176
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                               6305 EL CAMINO REAL
                           CARLSBAD, CALIFORNIA 92009
                                 (760) 931-5500
                    (Address of principal executive offices)
                      -------------------------------------

                 2000 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

                      -------------------------------------

                            (Full title of the plans)

                                  PHILIP BLACK
                                JAMES L. LAMBERT
                           CO-CHIEF EXECUTIVE OFFICERS
                             DOT HILL SYSTEMS CORP.
                               6305 EL CAMINO REAL
                           CARLSBAD, CALIFORNIA 92009
                                 (760) 931-5500

                                 --------------

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

                                 --------------

                                   COPIES TO:
                              THOMAS A. COLL, ESQ.
                               COOLEY GODWARD LLP
                        4365 EXECUTIVE DRIVE, SUITE 1100
                           SAN DIEGO, CALIFORNIA 92121
                                 (858) 550-6000

                                ----------------

<PAGE>

<TABLE>
<CAPTION>

                                            CALCULATION OF REGISTRATION FEE
=================================================================================================================================
                                                         PROPOSED MAXIMUM          PROPOSED MAXIMUM
   TITLE OF SECURITIES     AMOUNT TO BE REGISTERED           OFFERING                 AGGREGATE                AMOUNT OF
    TO BE REGISTERED                 (1)                PRICE PER SHARE (2)       OFFERING PRICE (2)        REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                           <C>                     <C>                       <C>
 Common Stock, par value        500,000 shares                $9.9375                 $4,506,270                $1189.66
     $.01 per share
=================================================================================================================================
</TABLE>


(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which shall become issuable under the Registrant's 2000
         Non-Employee Directors' Stock Option Plan by reason of any stock
         dividend, stock split, recapitalization or any other similar
         transaction effected without the receipt of consideration which results
         in an increase in the number of the Registrant's outstanding shares of
         Common Stock.

(2)      Estimated solely for the purpose of calculating the amount of the
         registration fee pursuant to Rule 457(h). The offering price per share
         and aggregate offering price are derived from (a) the actual exercise
         price for shares subject to outstanding stock options previously
         granted under the Registrant's 2000 Non-Employee Directors' Stock
         Option Plan and (b) the average of the high and low prices of
         Registrant's Common Stock on August 11, 2000 as reported on the New
         York Stock Exchange for the shares not yet subject to currently
         outstanding options under the 2000 Non-Employee Directors' Stock Option
         Plan.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                 TYPE OF SHARES                        NUMBER OF SHARES       OFFERING PRICE PER SHARE   AGGREGATE OFFERING PRICE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                        <C>                      <C>
  Common Stock issuable pursuant to outstanding             100,000                    $9.9375                  $993,750.00
  options under the Registrant's 2000
  Non-Employee Directors' Stock Option Plan
------------------------------------------------------------------------------------------------------------------------------------
  Common Stock issuable pursuant to options                 400,000                    $8.7813                 $3,512,520.00
  available for grant under the Registrant's
  2000 Equity Incentive Plan
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>




<PAGE>

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by DOT HILL SYSTEMS CORP. (the "Company"
or "Registrant") with the Securities and Exchange Commission ("SEC") are
incorporated by reference into this registration statement, and the Company
incorporates by reference any future filings it makes with the SEC under
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").

         (a)      The Company's annual report on Form 10-K for the fiscal year
                  ended December 31, 1999, filed on March 29, 2000.

         (b)      The Company's quarterly report on Form 10-Q for the quarter
                  ended March 31, 2000, filed on May 15, 2000.

         (c)      The Company's definitive proxy statement for its 2000 annual
                  meeting of shareholders, filed on March 29, 2000, pursuant to
                  Section 14(a) of the Exchange Act.

         (d)      All other reports filed pursuant to Sections 13(a) or 15(d) of
                  the Exchange Act since the end of the fiscal year covered by
                  the annual report and quarterly report, referred to in (a) and
                  (b) above, respectively.

         All reports and other documents subsequently filed by the Company
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 in this registration statement and to
be a part hereof from the date of the filing of such reports and documents. Any
statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that 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 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.

         Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Restated Certificate of Incorporation of the Company provides
that to the fullest extent permitted under New York law, a director of the
Company shall not be liable to the Company or its shareholders for damages
for any breach of duty in such capacity unless a judgment or other final
adjudication adverse to such director establishes that his acts or omissions
were in bad faith or involved intentional misconduct or a knowing violation
of law or that he or she was not legally entitled or that his or her acts
violated Section 719 of the New York Business Corporation Law.

         The Company's Bylaws further provide that to the fullest extent
permitted under New York law, the Company shall indemnify any officer or
director of the Company for his or her reasonable expenses, including attorneys
fees, actually and necessarily incurred by him or her in connection with his or
her defense of any action

<PAGE>


(except an action by the Company in its own right) to which he or she becomes a
party by reason of the fact that such individual served as an officer or
director or employee of the Company or of any corporation in which he or she
served at the request of the Company, unless judgment or final adjudication
adverse to the officer or director establishes that his or her acts were
committed in bad faith or were the result of active and deliberate dishonesty
and were material to the cause of action so adjudicated, or that he or she
personally gained in fact a financial profit or other advantage to which he or
she was not legally entitled.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER   DESCRIPTION

5.1      Opinion of Cooley Godward LLP.

23.1     Consent of Deloitte & Touche LLP.

23.2     Consent of Arthur Andersen LLP.

23.3     Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1 to this
         registration statement.

24.1     Power of Attorney. Reference is made to the signature page of this
         registration statement.

99.1     2000 Non-Employee Directors' Stock Option Plan.

99.2     Form of Stock Option Agreement used in connection with the 2000
         Non-Employee Directors' Stock Option Plan.


ITEM 9.   UNDERTAKINGS.

1.       The undersigned 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:

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

                  (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) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) (section 230.424(b) of this Chapter) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.

<PAGE>


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

         (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 Securities Act and will be governed by the final
adjudication of such issue.


<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Carlsbad, State of California, on August 15,
2000.


                                       DOT HILL SYSTEMS CORP.


                                       By: /s/ Philip Black
                                          -------------------------------------
                                       Name:    Philip Black
                                       Title:   Co-Chief Executive Officer,
                                                   Executive Vice President of
                                                   International Sales and
                                                   Director




                                       By: /s/ James L. Lambert
                                          -------------------------------------
                                       Name:    James L. Lambert
                                       Title:   Co-Chief Executive Officer,
                                                   President, Chief Operating
                                                   Officer and Director


<PAGE>

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints PHILIP BLACK and JAMES L. LAMBERT, and
each or any one of them, 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 and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their 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, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
          SIGNATURE                                           TITLE                                   DATE
<S>                                       <C>                                                <C>
/s/ PHILIP BLACK
-----------------------------             Co-Chief Executive Officer, Executive              August 15, 2000
        (PHILIP BLACK)                    Vice President of International Sales and
                                          Director (PRINCIPAL EXECUTIVE OFFICER)

/s/ JAMES L. LAMBERT
-----------------------------             Co-Chief Executive Officer, President,             August, 15, 2000
      (JAMES L. LAMBERT)                  Chief Operating Officer and Director
                                          (PRINCIPAL EXECUTIVE OFFICER)

/s/ PRESTON ROMM
-----------------------------             Chief Financial Officer and Treasurer              August 15, 2000
        (PRESTON ROMM)                    (PRINCIPAL FINANCIAL AND ACCOUNTING
                                          OFFICER)

/s/ CHARLES F. CHRIST
-----------------------------             Chairman of the Board of Directors                 August 15, 2000
     (CHARLES F. CHRIST)

/s/ W.R. SAUEY
-----------------------------             Director                                           August 15, 2000
         (W.R. SAUEY)

/s/ CAROL TURCHIN
-----------------------------             Vice Chairman of the Board of Directors            August 15, 2000
       (CAROL TURCHIN)

/s/ BENJAMIN MONDERER
-----------------------------             Executive Vice President of Applications           August 15, 2000
     (BENJAMIN MONDERER)                  Engineering, Professional Services and
                                          Director

/s/ BENJAMIN BRUSSEL
-----------------------------             Director                                           August 15, 2000
      (BENJAMIN BRUSSEL)

/s/ NORMAN R. FARQUHAR
-----------------------------             Director                                           August 15, 2000
     (NORMAN R. FARQUHAR)

/s/ CHONG SUP PARK
-----------------------------             Director                                           August 15, 2000
       (CHONG SUP PARK)
</TABLE>




<PAGE>



                                  EXHIBIT INDEX


EXHIBIT
NUMBER        DESCRIPTION

5.1           Opinion of Cooley Godward LLP.

23.1          Consent of Deloitte & Touche LLP.

23.2          Consent of Arthur Andersen LLP.

23.3          Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1 to
              this registration statement.

24.1          Power of Attorney. Reference is made to the signature page of this
              registration statement.

99.1          2000 Non-Employee Directors' Stock Option Plan.

99.2          Form of Stock Option Agreement used in connection with the 2000
              Non-Employee Directors' Stock Option Plan.
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20973}]
{"company-data": {"conformed-name": "DOT HILL SYSTEMS CORP", "cik": "0001042783", "assigned-sic": "3572", "irs-number": "133460176", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43834", "film-number": "703297"}, "business-address": {"street1": "6305 EL CAMINO REAL", "city": "CARLSBAD", "state": "CA", "zip": "92009", "phone": "2129894455"}, "mail-address": {"street1": "6305 EL CAMINO REAL", "city": "CARLSBAD", "state": "CA", "zip": "92009"}, "former-company": {"former-conformed-name": "BOX HILL SYSTEMS CORP", "date-changed": "19970722"}}
As filed with the Securities and Exchange Commission on August 15, 2000
                                                    Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 ---------------

                             DOT HILL SYSTEMS CORP.

                             ----------------------

             (Exact name of Registrant as specified in its charter)

       NEW YORK                                          13-3460176
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                               6305 EL CAMINO REAL
                           CARLSBAD, CALIFORNIA 92009
                                 (760) 931-5500
                    (Address of principal executive offices)
                      -------------------------------------

                 2000 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

                      -------------------------------------

                            (Full title of the plans)

                                  PHILIP BLACK
                                JAMES L. LAMBERT
                           CO-CHIEF EXECUTIVE OFFICERS
                             DOT HILL SYSTEMS CORP.
                               6305 EL CAMINO REAL
                           CARLSBAD, CALIFORNIA 92009
                                 (760) 931-5500

                                 --------------

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

                                 --------------

                                   COPIES TO:
                              THOMAS A. COLL, ESQ.
                               COOLEY GODWARD LLP
                        4365 EXECUTIVE DRIVE, SUITE 1100
                           SAN DIEGO, CALIFORNIA 92121
                                 (858) 550-6000

                                ----------------
CALCULATION OF REGISTRATION FEE
=================================================================================================================================
                                                         PROPOSED MAXIMUM          PROPOSED MAXIMUM
   TITLE OF SECURITIES     AMOUNT TO BE REGISTERED           OFFERING                 AGGREGATE                AMOUNT OF
    TO BE REGISTERED                 (1)                PRICE PER SHARE (2)       OFFERING PRICE (2)        REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value        500,000 shares                $9.9375                 $4,506,270                $1189.66
     $.01 per share
=================================================================================================================================
(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which shall become issuable under the Registrant's 2000
         Non-Employee Directors' Stock Option Plan by reason of any stock
         dividend, stock split, recapitalization or any other similar
         transaction effected without the receipt of consideration which results
         in an increase in the number of the Registrant's outstanding shares of
         Common Stock.

(2)      Estimated solely for the purpose of calculating the amount of the
         registration fee pursuant to Rule 457(h). The offering price per share
         and aggregate offering price are derived from (a) the actual exercise
         price for shares subject to outstanding stock options previously
         granted under the Registrant's 2000 Non-Employee Directors' Stock
         Option Plan and (b) the average of the high and low prices of
         Registrant's Common Stock on August 11, 2000 as reported on the New
         York Stock Exchange for the shares not yet subject to currently
         outstanding options under the 2000 Non-Employee Directors' Stock Option
         Plan.
------------------------------------------------------------------------------------------------------------------------------------
                 TYPE OF SHARES                        NUMBER OF SHARES       OFFERING PRICE PER SHARE   AGGREGATE OFFERING PRICE
------------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding             100,000                    $9.9375                  $993,750.00
  options under the Registrant's 2000
  Non-Employee Directors' Stock Option Plan
------------------------------------------------------------------------------------------------------------------------------------
  Common Stock issuable pursuant to options                 400,000                    $8.7813                 $3,512,520.00
  available for grant under the Registrant's
  2000 Equity Incentive Plan
------------------------------------------------------------------------------------------------------------------------------------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by DOT HILL SYSTEMS CORP. (the "Company"
or "Registrant") with the Securities and Exchange Commission ("SEC") are
incorporated by reference into this registration statement, and the Company
incorporates by reference any future filings it makes with the SEC under
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").

         (a)      The Company's annual report on Form 10-K for the fiscal year
                  ended December 31, 1999, filed on March 29, 2000.

         (b)      The Company's quarterly report on Form 10-Q for the quarter
                  ended March 31, 2000, filed on May 15, 2000.

         (c)      The Company's definitive proxy statement for its 2000 annual
                  meeting of shareholders, filed on March 29, 2000, pursuant to
                  Section 14(a) of the Exchange Act.

         (d)      All other reports filed pursuant to Sections 13(a) or 15(d) of
                  the Exchange Act since the end of the fiscal year covered by
                  the annual report and quarterly report, referred to in (a) and
                  (b) above, respectively.

         All reports and other documents subsequently filed by the Company
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 in this registration statement and to
be a part hereof from the date of the filing of such reports and documents. Any
statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that 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 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.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Restated Certificate of Incorporation of the Company provides
that to the fullest extent permitted under New York law, a director of the
Company shall not be liable to the Company or its shareholders for damages
for any breach of duty in such capacity unless a judgment or other final
adjudication adverse to such director establishes that his acts or omissions
were in bad faith or involved intentional misconduct or a knowing violation
of law or that he or she was not legally entitled or that his or her acts
violated Section 719 of the New York Business Corporation Law.

         The Company's Bylaws further provide that to the fullest extent
permitted under New York law, the Company shall indemnify any officer or
director of the Company for his or her reasonable expenses, including attorneys
fees, actually and necessarily incurred by him or her in connection with his or
her defense of any action
(except an action by the Company in its own right) to which he or she becomes a
party by reason of the fact that such individual served as an officer or
director or employee of the Company or of any corporation in which he or she
served at the request of the Company, unless judgment or final adjudication
adverse to the officer or director establishes that his or her acts were
committed in bad faith or were the result of active and deliberate dishonesty
and were material to the cause of action so adjudicated, or that he or she
personally gained in fact a financial profit or other advantage to which he or
she was not legally entitled.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER   DESCRIPTION

5.1      Opinion of Cooley Godward LLP.

23.1     Consent of Deloitte & Touche LLP.

23.2     Consent of Arthur Andersen LLP.

23.3     Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1 to this
         registration statement.

24.1     Power of Attorney. Reference is made to the signature page of this
         registration statement.

99.1     2000 Non-Employee Directors' Stock Option Plan.

99.2     Form of Stock Option Agreement used in connection with the 2000
         Non-Employee Directors' Stock Option Plan.

ITEM 9.   UNDERTAKINGS.

1.       The undersigned 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:

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

                  (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) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) (section 230.424(b) of this Chapter) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

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

         (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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Carlsbad, State of California, on August 15,
2000.

                                       DOT HILL SYSTEMS CORP.

                                       By: /s/ Philip Black
                                          -------------------------------------
                                       Name:    Philip Black
                                       Title:   Co-Chief Executive Officer,
                                                   Executive Vice President of
                                                   International Sales and
                                                   Director

                                       By: /s/ James L. Lambert
                                          -------------------------------------
                                       Name:    James L. Lambert
                                       Title:   Co-Chief Executive Officer,
                                                   President, Chief Operating
                                                   Officer and Director
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints PHILIP BLACK and JAMES L. LAMBERT, and
each or any one of them, 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 and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their 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, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                           TITLE                                   DATE
/s/ PHILIP BLACK
-----------------------------             Co-Chief Executive Officer, Executive              August 15, 2000
        (PHILIP BLACK)                    Vice President of International Sales and
                                          Director (PRINCIPAL EXECUTIVE OFFICER)

/s/ JAMES L. LAMBERT
-----------------------------             Co-Chief Executive Officer, President,             August, 15, 2000
      (JAMES L. LAMBERT)                  Chief Operating Officer and Director
                                          (PRINCIPAL EXECUTIVE OFFICER)

/s/ PRESTON ROMM
-----------------------------             Chief Financial Officer and Treasurer              August 15, 2000
        (PRESTON ROMM)                    (PRINCIPAL FINANCIAL AND ACCOUNTING
                                          OFFICER)

/s/ CHARLES F. CHRIST
-----------------------------             Chairman of the Board of Directors                 August 15, 2000
     (CHARLES F. CHRIST)

/s/ W.R. SAUEY
-----------------------------             Director                                           August 15, 2000
         (W.R. SAUEY)

/s/ CAROL TURCHIN
-----------------------------             Vice Chairman of the Board of Directors            August 15, 2000
       (CAROL TURCHIN)

/s/ BENJAMIN MONDERER
-----------------------------             Executive Vice President of Applications           August 15, 2000
     (BENJAMIN MONDERER)                  Engineering, Professional Services and
                                          Director

/s/ BENJAMIN BRUSSEL
-----------------------------             Director                                           August 15, 2000
      (BENJAMIN BRUSSEL)

/s/ NORMAN R. FARQUHAR
-----------------------------             Director                                           August 15, 2000
     (NORMAN R. FARQUHAR)

/s/ CHONG SUP PARK
-----------------------------             Director                                           August 15, 2000
       (CHONG SUP PARK)
EXHIBIT INDEX

EXHIBIT
NUMBER        DESCRIPTION

5.1           Opinion of Cooley Godward LLP.

23.1          Consent of Deloitte & Touche LLP.

23.2          Consent of Arthur Andersen LLP.

23.3          Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1 to
              this registration statement.

24.1          Power of Attorney. Reference is made to the signature page of this
              registration statement.

99.1          2000 Non-Employee Directors' Stock Option Plan.

99.2          Form of Stock Option Agreement used in connection with the 2000
              Non-Employee Directors' Stock Option Plan.