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<p align="right"><font size="2" color="FF0000"><strong>
As filed with the Securities and Exchange Commission on November 9, 2000<br>
                                               Registration No. 333-________
</strong></font></p>

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<B><P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</P>
<P ALIGN="CENTER">Washington, D.C. 20549</P>
</B><P ALIGN="CENTER">________________</P>
<B><P ALIGN="CENTER">FORM S-8</P>
<P ALIGN="CENTER">REGISTRATION STATEMENT</P>
<P ALIGN="CENTER">under</P>
<P ALIGN="CENTER">THE SECURITIES ACT OF 1933</P>
</B><P ALIGN="CENTER">________________</P>
<B><P ALIGN="CENTER">Ramp Networks, Inc.</P>
</B><P ALIGN="CENTER">(Exact name of Registrant as specified in its
charter)</P></FONT>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 WIDTH=563>
<TR><TD WIDTH="51%" VALIGN="TOP">
<P ALIGN="CENTER"><B><FONT SIZE=2>&#9;Delaware</B></FONT></TD>
<TD WIDTH="49%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">&#9;77-0366874</B></FONT></TD>
</TR>
<TR><TD WIDTH="51%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">&#9;(State of incorporation)</FONT></TD>
<TD WIDTH="49%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">&#9;(I.R.S. Employer Identification No.)</FONT></TD>
</TR>
<TR><TD WIDTH="51%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="49%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
</TABLE>
</CENTER></P>

<B><FONT SIZE=2><P ALIGN="CENTER">3100 De La Cruz Boulevard<br>
Santa Clara, CA &nbsp;&nbsp;95054</P>
</B><P ALIGN="CENTER">(Address of principal executive offices)</P>
<P ALIGN="CENTER">_______________________</P>
<P ALIGN="CENTER">2000 Non-Statutory Stock Option Plan</P>
<P ALIGN="CENTER">(Full title of the Plans)</P>
<P ALIGN="CENTER">_______________________</P>
<B><P ALIGN="CENTER">Mahesh Veerina<br>
President and Chief Executive Officer<br>
Ramp Networks, Inc.<br>
3100 De La Cruz Boulevard<br>
Santa Clara, CA 95054<br>
(408) 988-5353</P>
</B><P ALIGN="CENTER">(Name, address and telephone number, including area code,
of agent for service)</P>
<P ALIGN="CENTER">_______________________</P>
<P ALIGN="CENTER">Copy to:</P>
<P ALIGN="CENTER">Sylvia Snouwaert
Venture Law Group<br>
A Professional Corporation<br>
2800 Sand Hill Road<br>
Menlo Park, California 94025<br>
(650) 854-4488</P>
<P ALIGN="CENTER">(Calculation of Registration Fee on following page)</P></FONT>

<P ALIGN="CENTER"><CENTER><TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=675>
<TR><TD WIDTH="35%" VALIGN="TOP">
<P ALIGN="CENTER"><B><FONT SIZE=1><BR>
<BR>
Title of Securities to be Registered</B></FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<B><FONT SIZE=1><P ALIGN="CENTER">Maximum<BR>
Amount to be<BR>
Registered(1)</B></FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<B><FONT SIZE=1><P ALIGN="CENTER">Proposed Maximum Offering Price <BR>
Per Share </B></FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<B><FONT SIZE=1><P ALIGN="CENTER">Proposed Maximum Aggregate <BR>
Offering Price </B></FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<B><FONT SIZE=1><P ALIGN="CENTER"><BR>
Amount of Registration Fee</B></FONT></TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<FONT SIZE=1><P>2000 Non-Statutory Stock Option Plan<br>
&nbsp;&nbsp;&nbsp;&nbsp;
Common Stock, $0.001 par value&#9;<br>
&nbsp;&nbsp;&nbsp;&nbsp;
Common Stock, $0.001 par value&#9;
</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="RIGHT">&nbsp;<br>
655,000 Shares<br>
1,845,000 Shares
</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">&nbsp;<br>
$ 1.8125 (2)<br>
$ 2.8125 (3)
</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">&nbsp;<br>
$1,187,187.50<br>
$4,208,906.25
</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="RIGHT">&nbsp;<br>
$313.42<br>
$1,111.15
</FONT></TD>
</TR>
</TABLE>
</CENTER></P>



<FONT SIZE=2><P>_______________________</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">(1)&#9;This Registration Statement shall also cover any
additional shares of Common Stock which become issuable under any of the Plans
being registered pursuant to this Registration Statement 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.</P>
<P ALIGN="JUSTIFY">(2)&#9;Computed in accordance with Rule 457(h) under the
Securities Act of 1933 (the "<U>Securities Act</U>") solely for the purpose of
calculating the registration fee. Computation based on the weighted average per
share exercise price (rounded to nearest cent) of outstanding options under the
referenced plan, the shares issuable under which are registered hereby.</P>
<P ALIGN="JUSTIFY">(3)&#9;Estimated in accordance with Rule 457(h) under the
Securities Act solely for the purpose of calculating the registration fee. The
computation with respect to unissued options is based upon the average high and
low sale prices of the Common Stock as reported on the Nasdaq National Market on
November 6, 2000.</P></DIR>
</DIR>


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<B><P ALIGN="CENTER">PART II<BR>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>
</B><P ALIGN="JUSTIFY">Item 3.&#9;<B><U>Incorporation of Documents by
Reference</U>.</P>
</B><P ALIGN="JUSTIFY">The following documents filed with the Securities and
Exchange Commission (the "<U>Commission</U>") are hereby incorporated by
reference:</P>
<P ALIGN="JUSTIFY">(a)&#9;The Registrant's Annual Report on Form 10-K for the
fiscal year ended 1999 filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "<U>Exchange Act</U>"), which contains
audited financial statements for the Registrant's latest fiscal year for which
such statements have been filed.</P>
<P ALIGN="JUSTIFY">(b)&#9;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 Annual
Report referred to in (a) above.</P>
<P ALIGN="JUSTIFY">(c)&#9;The description of the Registrant's Common Stock
contained in the Registrant's Registration Statement on Form 8-A filed with the
Commission under Section 12 of the Exchange Act on April 16, 1999, including any
amendment or report filed for the purpose of updating such description.</P>
<P ALIGN="JUSTIFY">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 securities offered hereby
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 part hereof from the date of filing such documents.</P>
<P ALIGN="JUSTIFY">Item 4.&#9;<B><U>Description of Securities</U>.</B> Not
applicable.</P>
<P ALIGN="JUSTIFY">Item 5.&#9;<B><U>Interests of Named Experts and
Counsel</U>.</P>
</B><P ALIGN="JUSTIFY">Certain legal matters with respect to the legality of the
issuance of the Common Stock registered hereby will be passed upon for the
Registrant by Venture Law Group, Menlo Park, California. As of the date of this
Registration Statement, certain members of Venture Law Group beneficially own
shares of the Registrants' Common Stock in the aggregate valued in excess of
$50,000.</P>
<P ALIGN="JUSTIFY">Item 6.&#9;<B><U>Indemnification of Directors and
Officers</U>.</P>
</B><P ALIGN="JUSTIFY">The Registrant's Certificate of Incorporation limits the
liability of directors to the maximum extent permitted by Delaware law. Delaware
law provides that a director of a corporation will not be personally liable for
monetary damages for breach of such individual's fiduciary duties as a director
except for liability (i) for any breach of such director's duty of loyalty to
the company or to its stockholders, (ii) for acts or omissions not in good faith
or that involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payments of dividends or unlawful stock repurchases or redumptions as
provided in Section 174 of the Delaware General Corporation Law or (iv) for any
transaction from which a director derives an improper personal benefit.</P>
<P ALIGN="JUSTIFY">The Registrant's Bylaws provide the Registrant indemnify its
directors and executive officers and may indemnify its officers, employees and
other agents to the full extent permitted by law. The Registrant believes that
indemnification under its Bylaws covers at least negligence on the part of an
indemnified party. The Registrant's Bylaws also permit it to advance expenses
incurred by an indemnified party in connection with the defense of any action or
proceeding arising out of his or her status or service as a director, officer,
employee or other agent of the company upon an undertaking by him or her to
repay such advances if it is ultimately determined that he or she is not
entitled to indemnification.</P>
<P ALIGN="JUSTIFY">The Registrant has entered into separate indemnification
agreements with each of its directors and officers. These agreements require
Registrant to, among other things, indemnify such director or officer against
expenses, including attorney's fees, judgments, fines and settlements paid by
such individual in connection with any action, suit or proceeding arising out of
such individual's status or service as a director or officer of the company,
other than liability arising form willful misconduct or conduct that is
knowingly fraudulent or deliberately dishonest, and to advance expenses incurred
by such individual in connection with any proceeding against such individual
with respect to which such individual may be entitled to indemnification by
Registrant. The Registrant believes that its Certificate of Incorporation and
bylaw provisions and indemnification agreements are necessary to attract and
retain qualified persons as directors and executive officers. The Registrant
also maintains directors' and officers' liability insurance.</P>
<P ALIGN="JUSTIFY">Item 7.&#9;<B><U>Exemption from Registration Claimed</U>.</B>
Not applicable.</P>
<P ALIGN="JUSTIFY">Item 8.&#9;<B><U>Exhibits</U>.</P></B></FONT>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=544>
<TR><TD WIDTH="15%" VALIGN="TOP">
<P><FONT SIZE=2>Exhibit<br>
<U>Number</U></FONT></TD>
<TD WIDTH="85%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P>5.1</FONT></TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Opinion of Venture Law Group, a Professional Corporation (see p.
10)</FONT></TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P>23.1</FONT></TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Consent of Venture Law Group, a Professional Corporation
(included in Exhibit&nbsp;5.1).</FONT></TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P>23.2</FONT></TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Consent of Independent Auditors (see p. 9).</FONT></TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P>24.1</FONT></TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Powers of Attorney (see p. 7).</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<FONT SIZE=2><P
ALIGN="JUSTIFY">________________________________________________________________
_</P>
<P ALIGN="JUSTIFY">Item 9.&#9;&#9;<B><U>Undertakings</U>.</P>
</B><P ALIGN="JUSTIFY">The undersigned Registrant hereby undertakes:</P>
<P ALIGN="JUSTIFY">(1)&#9;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.</P>
<P ALIGN="JUSTIFY">(2)&#9;that, for purposes 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.</P>
<P ALIGN="JUSTIFY">(3)&#9;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.</P>
<P ALIGN="JUSTIFY">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&nbsp;13(a) or
Section&nbsp;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.</P>
<P ALIGN="JUSTIFY">Insofar as the 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 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 a successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.</P>
<P ALIGN="CENTER">[Signature Pages Follow]</P>
<P ALIGN="CENTER">SIGNATURES</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act of 1933,
the Registrant, Ramp Networks, Inc., a corporation organized and existing under
the laws of the State of Delaware, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form&nbsp;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 Santa Clara, State of
California, on this 9th day of November, 2000.</P></FONT>
<P ALIGN="CENTER"><CENTER><TABLE BORDER=0 CELLSPACING=1 CELLPADDING=7 WIDTH=314>
<TR><TD VALIGN="TOP" COLSPAN=3>
<P><FONT SIZE=2>Ramp Networks, Inc.</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="82%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="5%" VALIGN="MIDDLE">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="82%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="5%" VALIGN="MIDDLE">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=2><P>By:</FONT></TD>
<TD WIDTH="82%" VALIGN="TOP">
<FONT SIZE=2><P>/s/ Mahesh Veerina</FONT></TD>
<TD WIDTH="5%" VALIGN="MIDDLE">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="82%" VALIGN="TOP">
<FONT SIZE=2><P>Mahesh Veerina</P>
<P>President and Chief Executive Officer</FONT></TD>
<TD WIDTH="5%" VALIGN="MIDDLE">
<P>&nbsp;</TD>
</TR>
</TABLE>
</CENTER></P>

<FONT SIZE=2><P ALIGN="CENTER">POWER OF ATTORNEY</P>
<P ALIGN="JUSTIFY">KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Mahesh Veerina and Perry Grace,
jointly and severally, his or her attorneys-in-fact and agents, each with the
power of substitution and resubstitution, for him or her and in his or her name,
place or stead, in any and all capacities, to sign any amendments to this
Registration Statement on Form&nbsp;S-8, and to file such amendments, together
with exhibits and other documents in connection therewith, with the Securities
and Exchange Commission, granting to each 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 as he or she might or
could do in person, and ratifying and confirming all that the attorney-in-facts
and agents, or his or her substitute or substitutes, may do or cause to be done
by virtue hereof.</P>
<P ALIGN="JUSTIFY">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.</P></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=613>
<TR><TD WIDTH="35%" VALIGN="TOP">
<P ALIGN="CENTER"><U><FONT SIZE=2>Signature</U></FONT></TD>
<TD WIDTH="40%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="CENTER">Title</U></FONT></TD>
<TD WIDTH="25%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="CENTER">Date</U></FONT></TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ Mahesh Veerina&#9;</U><BR>
Mahesh Veerina</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP">
<FONT SIZE=2><P>President, Chief Executive Officer and Director (Principal
Executive Officer) </FONT></TD>
<TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">November 9, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ Perry Grace&#9;</U><BR>
Perry Grace</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP">
<FONT SIZE=2><P>Vice President, Finance (Principal Financial Officer)
</FONT></TD>
<TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">November 9, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s /Anthony Sun&#9;</U><BR>
Anthony Sun</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">November 9, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ Philip T. Gianos&#9;</U><BR>
Philip T. Gianos</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">November 9, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ L. William Krause&#9;</U><BR>
L. William Krause</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">November 9, 2000</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=2><P ALIGN="CENTER">INDEX TO EXHIBITS</P>
<P>&nbsp;</P></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=582>
<TR><TD WIDTH="12%" VALIGN="BOTTOM">
<P ALIGN="CENTER"><FONT SIZE=2>Exhibit<br>
<U>Number</U></FONT></TD>
<TD WIDTH="81%" VALIGN="BOTTOM">
<P>&nbsp;</TD>
<TD WIDTH="7%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Page No.</FONT></TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">5.1</FONT></TD>
<TD WIDTH="81%" VALIGN="TOP">
<FONT SIZE=2><P>Opinion of Venture Law Group, a Professional
Corporation</FONT></TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P>10</FONT></TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">23.1</FONT></TD>
<TD WIDTH="81%" VALIGN="TOP">
<FONT SIZE=2><P>Consent of Venture Law Group, a Professional Corporation
(included in Exhibit 5.1).</FONT></TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P>10</FONT></TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">23.2</FONT></TD>
<TD WIDTH="81%" VALIGN="TOP">
<FONT SIZE=2><P>Consent of Independent Auditors </FONT></TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P>9</FONT></TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">24.1</FONT></TD>
<TD WIDTH="81%" VALIGN="TOP">
<FONT SIZE=2><P>Powers of Attorney</FONT></TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P>7</FONT></TD>
</TR>
</TABLE>

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1109200 S-8 DOC
As filed with the Securities and Exchange Commission on November 9, 2000
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
________________
Ramp Networks, Inc.
(Exact name of Registrant as specified in its
charter)
Delaware
77-0366874
(State of incorporation)
(I.R.S. Employer Identification No.)
3100 De La Cruz Boulevard
Santa Clara, CA   95054
(Address of principal executive offices)
_______________________
2000 Non-Statutory Stock Option Plan
(Full title of the Plans)
_______________________
Mahesh Veerina
President and Chief Executive Officer
Ramp Networks, Inc.
3100 De La Cruz Boulevard
Santa Clara, CA 95054
(408) 988-5353
(Name, address and telephone number, including area code,
of agent for service)
_______________________
Copy to:
Sylvia Snouwaert
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(650) 854-4488
(Calculation of Registration Fee on following page)
Title of Securities to be Registered
Maximum
Amount to be
Registered(1)
Proposed Maximum Offering Price
Per Share
Proposed Maximum Aggregate
Offering Price
Amount of Registration Fee
2000 Non-Statutory Stock Option Plan
Common Stock, $0.001 par value
Common Stock, $0.001 par value
655,000 Shares
1,845,000 Shares
$ 1.8125 (2)
$ 2.8125 (3)
$1,187,187.50
$4,208,906.25
$313.42
$1,111.15
_______________________
(1)	This Registration Statement shall also cover any
additional shares of Common Stock which become issuable under any of the Plans
being registered pursuant to this Registration Statement 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)	Computed in accordance with Rule 457(h) under the
Securities Act of 1933 (the "
Securities Act
") solely for the purpose of
calculating the registration fee. Computation based on the weighted average per
share exercise price (rounded to nearest cent) of outstanding options under the
referenced plan, the shares issuable under which are registered hereby.
(3)	Estimated in accordance with Rule 457(h) under the
Securities Act solely for the purpose of calculating the registration fee. The
computation with respect to unissued options is based upon the average high and
low sale prices of the Common Stock as reported on the Nasdaq National Market on
November 6, 2000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by
Reference
.
The following documents filed with the Securities and
Exchange Commission (the "
Commission
") are hereby incorporated by
reference:
(a)	The Registrant's Annual Report on Form 10-K for the
fiscal year ended 1999 filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "
Exchange Act
"), which 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 Annual
Report referred to in (a) above.
(c)	The description of the Registrant's Common Stock
contained in the Registrant's Registration Statement on Form 8-A filed with the
Commission under Section 12 of the Exchange Act on April 16, 1999, 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 securities offered hereby
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 part hereof from the date of filing such documents.
Item 4.
Description of Securities
.
Not
applicable.
Item 5.
Interests of Named Experts and
Counsel
.
Certain legal matters with respect to the legality of the
issuance of the Common Stock registered hereby will be passed upon for the
Registrant by Venture Law Group, Menlo Park, California. As of the date of this
Registration Statement, certain members of Venture Law Group beneficially own
shares of the Registrants' Common Stock in the aggregate valued in excess of
$50,000.
Item 6.
Indemnification of Directors and
Officers
.
The Registrant's Certificate of Incorporation limits the
liability of directors to the maximum extent permitted by Delaware law. Delaware
law provides that a director of a corporation will not be personally liable for
monetary damages for breach of such individual's fiduciary duties as a director
except for liability (i) for any breach of such director's duty of loyalty to
the company or to its stockholders, (ii) for acts or omissions not in good faith
or that involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payments of dividends or unlawful stock repurchases or redumptions as
provided in Section 174 of the Delaware General Corporation Law or (iv) for any
transaction from which a director derives an improper personal benefit.
The Registrant's Bylaws provide the Registrant indemnify its
directors and executive officers and may indemnify its officers, employees and
other agents to the full extent permitted by law. The Registrant believes that
indemnification under its Bylaws covers at least negligence on the part of an
indemnified party. The Registrant's Bylaws also permit it to advance expenses
incurred by an indemnified party in connection with the defense of any action or
proceeding arising out of his or her status or service as a director, officer,
employee or other agent of the company upon an undertaking by him or her to
repay such advances if it is ultimately determined that he or she is not
entitled to indemnification.
The Registrant has entered into separate indemnification
agreements with each of its directors and officers. These agreements require
Registrant to, among other things, indemnify such director or officer against
expenses, including attorney's fees, judgments, fines and settlements paid by
such individual in connection with any action, suit or proceeding arising out of
such individual's status or service as a director or officer of the company,
other than liability arising form willful misconduct or conduct that is
knowingly fraudulent or deliberately dishonest, and to advance expenses incurred
by such individual in connection with any proceeding against such individual
with respect to which such individual may be entitled to indemnification by
Registrant. The Registrant believes that its Certificate of Incorporation and
bylaw provisions and indemnification agreements are necessary to attract and
retain qualified persons as directors and executive officers. The Registrant
also maintains directors' and officers' liability insurance.
Item 7.
Exemption from Registration Claimed
.
Not applicable.
Item 8.
Exhibits
.
Exhibit
Number
5.1
Opinion of Venture Law Group, a Professional Corporation (see p.
10)
23.1
Consent of Venture Law Group, a Professional Corporation
(included in Exhibit 5.1).
23.2
Consent of Independent Auditors (see p. 9).
24.1
Powers of Attorney (see p. 7).
________________________________________________________________
_
Item 9.
Undertakings
.
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)	that, for purposes 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.
(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.
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 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.
Insofar as the 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 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 a successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
[Signature Pages Follow]
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant, Ramp Networks, Inc., a corporation organized and existing under
the laws of the State of Delaware, 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 Santa Clara, State of
California, on this 9th day of November, 2000.
Ramp Networks, Inc.
By:
/s/ Mahesh Veerina
Mahesh Veerina
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Mahesh Veerina and Perry Grace,
jointly and severally, his or her attorneys-in-fact and agents, each with the
power of substitution and resubstitution, for him or her and in his or her name,
place or stead, in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file such amendments, together
with exhibits and other documents in connection therewith, with the Securities
and Exchange Commission, granting to each 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 as he or she might or
could do in person, and ratifying and confirming all that the attorney-in-facts
and agents, or his or her substitute or 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 and on the dates indicated.
Signature
Title
Date
/s/ Mahesh Veerina
Mahesh Veerina
President, Chief Executive Officer and Director (Principal
Executive Officer)
November 9, 2000
/s/ Perry Grace
Perry Grace
Vice President, Finance (Principal Financial Officer)
November 9, 2000
/s /Anthony Sun
Anthony Sun
Director
November 9, 2000
/s/ Philip T. Gianos
Philip T. Gianos
Director
November 9, 2000
/s/ L. William Krause
L. William Krause
Director
November 9, 2000
INDEX TO EXHIBITS
Exhibit
Number
Page No.
5.1
Opinion of Venture Law Group, a Professional
Corporation
10
23.1
Consent of Venture Law Group, a Professional Corporation
(included in Exhibit 5.1).
10
23.2
Consent of Independent Auditors
9
24.1
Powers of Attorney
7