<PAGE>   1


    As filed with the Securities and Exchange Commission on August 11, 2000

                                                       Registration No. 333-____
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             VINA TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)




                  DELAWARE                               77-0432782
       (State or other jurisdiction of                (I.R.S. Employer
       incorporation or organization)               Identification No.)

             39745 EUREKA DRIVE                            94560
                 NEWARK, CA                              (Zip Code)
            (Address of principal
             executive offices)

            Shares acquired upon exercise of options issued under the
            Vina Technologies, Inc. 1996 Stock Option/Stock Issuance
              Plan, and the Vina Technologies, Inc. 1998 Stock Plan
                            (Full title of the Plans)

              Steven M. Bauman                          Copy to:
           Chief Executive Officer
           VINA Technologies, Inc.                   Blair W. White
             39745 Eureka Drive              Pillsbury Madison & Sutro LLP
              Newark, CA 94560                       P.O. Box 7880
               (510) 492-0800                 San Francisco, CA 94120-7880
        (Name, address and telephone
        number of agent for service)



                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
======================================================================================================================
                                           Amount To            Proposed             Proposed            Amount of
         Title of Securities                   Be           Maximum Offering     Maximum Aggregate     Registration
           To Be Registered              Registered(1)     Price Per Share(1)    Offering Price(1)          Fee
---------------------------------------  ---------------   -------------------  --------------------  ----------------
<S>                                      <C>               <C>                  <C>                   <C>
Common Stock, $.0001 par value               31,500             $13.9375             $439,031             $115.90
----------------------------------------------------------------------------------------------------------------------

======================================================================================================================
</TABLE>

(1) Calculated only for purposes of this offering under Rule 457(c) under the
Securities Act of 1933, as amended (the "Securities Act"), on the basis of the
average of the high and low prices per share of Common Stock of VINA
Technologies, Inc. on the Nasdaq National Market on August 10, 2000.


<PAGE>   2


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                EXPLANATORY NOTE

        Pursuant to General Instruction C of Form S-8, this Registration
Statement contains a prospectus meeting the requirements of Part I of Form S-3
relating to the reoffer by a certain individual of shares of common stock, par
value $.0001 per share, of VINA Technologies, Inc. acquired pursuant to the
exercise of options granted under the VINA Technologies, Inc. 1996 Stock
Option/Stock Issuance Plan and Vina Technologies, Inc. 1998 Stock Plan.


<PAGE>   3


REOFFER PROSPECTUS




                                  31,500 SHARES

                             VINA TECHNOLOGIES, INC.

                                  COMMON STOCK


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


        This Reoffer Prospectus relates to 31,500 shares of our common stock
that may be sold by the stockholder named in this prospectus.

        Our common stock is traded on the Nasdaq National Market under the
symbol VINA. The last reported sale price of our common stock on the Nasdaq
National Market on August 10, 2000 was $13.50 per share.

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


        INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
CAREFULLY READ AND CONSIDER THE "RISK FACTORS" BEGINNING ON PAGE 3.

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



        Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.








                 THE DATE OF THIS PROSPECTUS IS AUGUST 11, 2000.


<PAGE>   4


                             VINA TECHNOLOGIES, INC.

        We develop and market telecommunications equipment that enables service
providers to deliver multiple voice and data services over a single high-speed
line. Our products, known as multiservice broadband access products, support
both prevailing communications networks and emerging asynchronous transfer mode
and internet protocol networks. Asynchronous transfer mode and Internet protocol
networks are packet-based networks that transmit voice and data in small bundles
or packets and are substantially more efficient than prevailing circuit-based
networks that transmit voice and data over dedicated circuits. Our products
enable our service provider customers to migrate cost-effectively to these
emerging packet-based networks. In addition, they facilitate remote upgrades and
service provisioning. By bundling voice and data services, we believe that our
products decrease network access equipment costs and operating expenses for our
service provider customers. Our products also create additional revenue
opportunities for service providers by allowing them to deliver enhanced
services. These services include local and long distance voice and high-speed
data services such as Internet access.

        We sell our products to competitive local exchange carriers and
incumbent local exchange carriers through our sales force and value added
resellers and as an original equipment manufacturer. Our original equipment
manufacturer and largest service provider customers include Lucent Technologies,
PairGain Technologies, Allegiance Telecom and Gabriel Communications.

        Many service providers are seeking to address capacity constraints and
network complexity resulting from the rapid growth of Internet traffic in the
telecommunications network connection between the end user and the service
provider. We refer to this connection as the first mile. Service providers are
also seeking to protect their investment in existing network equipment while
migrating economically to packet-based networks. We offer a family of products
that allow service providers to deliver cost-effectively a suite of bundled
voice and data services over a reduced number of network connections. We believe
that our products offer service providers:

        - Defined Network Migration Path. Service providers are deploying
          packet-based networks to efficiently accommodate increased data
          traffic. By supporting both circuit-based and packet-based networks,
          our products protect service providers' existing network investments
          and offer them a simple migration path to emerging networks.

        - Reduced Network Complexity and Operating Costs. We combine multiple
          communications products into a single product to reduce the operating
          costs and the complexity of delivering bundled voice and data
          services.

        - Increased Value Added Services. Our products allow service providers
          to enhance revenue from their existing customer base by selling
          additional software-enabled services.


                                      -1-
<PAGE>   5

        - Ease of Deployment. Our products incorporate a software-based
          management system which facilitates installation, use, remote
          management and service provisioning.

        - Robust Service Platform. Our products provide telecommunications grade
          quality and reliability and are adaptable to technologies and
          standards for the first mile.

        We introduced our first product, the TI Integrator, in March 1997 and
subsequently introduced the HDSL Integrator. We believe these were the first
multiservice broadband access products to integrate voice, data, video and
Internet services over a single broadband communications line. Our Multiservice
Xchange platform, introduced in May 1999, enables service providers to deliver
all of these broadband services and offers them a migration path from
circuit-based to packet-based networks. The Multiservice Xchange is our first
product that supports both domestic and international transmission standards.

        We were incorporated in California in June 1996 as Vina Technologies,
Inc. In June 2000, we reincorporated in Delaware under the name VINA
Technologies, Inc. We have a limited operating history and we have not reported
an operating profit for any year since our inception. We expect our net losses
to continue for the foreseeable future.

        Our principal executive offices are located at 39745 Eureka Drive,
Newark, California 94560. Our telephone number is (510) 492-0800. Our website
address is www.vina-tech.com. Information on our website does not constitute
part of this prospectus.

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


        You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. The selling stockholder is offering to sell, and
seeking offers to buy, shares of common stock only in jurisdictions where offers
and sales are permitted. The information contained in this prospectus is
accurate only as of the date of this prospectus, regardless of the time of
delivery of this prospectus or of any sale of the common stock.


                                      -2-
<PAGE>   6

                                  RISK FACTORS

        You should carefully consider the risks described below, together with
all of the other information set forth in this prospectus, before making a
decision to buy our common stock.

BECAUSE WE HAVE A LIMITED OPERATING HISTORY AND OPERATE IN A NEW AND RAPIDLY
EVOLVING TELECOMMUNICATIONS MARKET, YOU MAY HAVE DIFFICULTY ASSESSING OUR
BUSINESS AND PREDICTING OUR FUTURE FINANCIAL RESULTS.

        We were incorporated in June 1996 and did not begin shipping our
products until March 1997. Due to our limited operating history, it is difficult
or impossible for us to predict our future results of operations.

WE HAVE A HISTORY OF LOSSES, WE EXPECT FUTURE LOSSES, AND WE MAY NOT BE ABLE TO
GENERATE SUFFICIENT NET REVENUE IN THE FUTURE TO ACHIEVE OR SUSTAIN
PROFITABILITY.

        We have incurred significant losses since inception and expect that our
net losses and negative cash flow from operations will continue for the
foreseeable future. We incurred net losses of approximately $4.3 million in
1997, $8.0 million in 1998, $17.1 million in 1999 and $19.5 million for the six
months ended June 30, 2000. As of June 30, 2000, we had an accumulated deficit
of approximately $49.7 million. To achieve profitability, we will need to
generate and sustain substantially higher revenue while maintaining reasonable
cost and expense levels. We have large fixed expenses and expect to continue to
incur significant and increasing expenses for research and development, sales
and marketing, customer support, developing direct sales and distribution
channels, and general and administrative expenses.

WE RELY ON A SMALL NUMBER OF TELECOMMUNICATIONS CUSTOMERS FOR SUBSTANTIAL
PORTIONS OF OUR NET REVENUES. IF WE LOSE ONE OF OUR CUSTOMERS OR EXPERIENCE A
DELAY OR CANCELLATION OF A SIGNIFICANT ORDER OR A DECREASE IN THE LEVEL OF
PURCHASES FROM ANY OF OUR CUSTOMERS, OUR NET REVENUE COULD DECLINE AND OUR
OPERATING RESULTS AND BUSINESS COULD BE HARMED.

        We derive almost all of our net revenue from direct sales to a small
number of telecommunications customers and our indirect sales through our major
original equipment manufacturer, or OEM, customers that sell and market our
products. If we lose one of our customers or experience a delay or cancellation
of a significant order or a decrease in the level of purchases from any of our
customers, our net revenue could decline and our operating results and business
could be harmed. Sales through our most significant OEM customer, Lucent
Technologies, accounted for approximately 46% of our net revenue for the year
ended December 31, 1999 and approximately 37% of our net revenue for the six
months ended June 30, 2000. Our five largest customers, including Lucent,
accounted for approximately 80% of our net revenue in 1999 and approximately 81%
for the six months ended June 30, 2000. Sales to Lucent, Gabriel Communications
and PairGain Technologies accounted for 37%, 17% and 12% of our net revenue for
the six months ended June 30, 2000. We expect that the telecommunications
industry will continue to experience consolidation. If any of our customers is
acquired by a company that is one of our competitors' customers, we may lose its
business. In addition, if one of our OEM customers is acquired, we could lose
that customer. For example, PairGain, one of our OEM customers, was recently
acquired by ADC Telecommunications.


                                      -3-
<PAGE>   7

        Also, the ultimate business success of our direct service provider
customers, our OEM customers and value added resellers, or VARs, and our
indirect customers who purchase our products through OEM customers and VARs,
could affect the demand for our products. In addition, any difficulty in
collecting amounts due from one or more of our key customers could harm our
operating results and financial condition. If any of these events occur, our net
revenue could decline and our operating results and business could be harmed.

OUR NET REVENUE COULD DECLINE SIGNIFICANTLY IF OUR RELATIONSHIPS WITH OUR MAJOR
OEM CUSTOMERS DETERIORATE.

        A significant portion of our net revenue is derived from sales to our
major OEM customers. Our agreements with our OEM customers are not exclusive and
do not contain minimum volume commitments. Our OEM agreement with Lucent expires
in May 2002. Lucent may terminate the agreement earlier upon 60 days' notice. At
any time or after a short period of notice, our OEM customers could elect to
cease marketing and selling our products. They may so elect for a number of
reasons, including the acquisition by an OEM customer of one or more of our
competitors or their technologies, or because one or more of our competitors
introduces superior or more cost-effective products. In addition, we intend to
develop and market new products that may compete directly with the products of
our OEM customers, which may also harm our relationships with these customers.
Our existing relationships with our OEM customers could make it harder for us to
establish similar relationships with our OEM customers' competitors. Any loss,
reduction, delay or cancellation in expected sales to any of our OEM customers,
or our inability to establish similar relationships with new OEM customers in
the future, would hurt our business and our ability to increase revenues and
could cause our quarterly results to fluctuate significantly.

THE TELECOMMUNICATIONS INDUSTRY IS CHARACTERIZED BY RAPIDLY CHANGING
TECHNOLOGIES. IF WE ARE UNABLE TO DEVELOP AND MAINTAIN STRATEGIC RELATIONSHIPS
WITH VENDORS OF EMERGING TECHNOLOGIES, WE MAY NOT BE ABLE TO MEET THE CHANGING
NEEDS OF OUR CUSTOMERS.

        Our success will depend on our ability to develop and maintain strategic
relationships with vendors of emerging technologies such as Copper Mountain,
Jetstream and Tachion. We depend on these relationships for access to
information on technical developments and specifications that we need to develop
our products. We also may not be able to predict which existing or potential
partners will develop leading technologies or industry standards. We may not be
able to maintain or develop strategic relationships or replace strategic
partners that we lose. If we fail to develop or maintain strategic relationships
with companies that develop necessary technologies or create industry standards,
our products could become obsolete. We could also be at a competitive
disadvantage in attempting to negotiate relationships with those potential
partners in the future. In addition, if any strategic partner breaches or
terminates its relationship with us, we may not be able to sustain or grow our
business.


                                      -4-
<PAGE>   8

OUR FAILURE TO ENHANCE OUR EXISTING PRODUCTS OR DEVELOP AND INTRODUCE NEW
PRODUCTS THAT MEET CHANGING CUSTOMER REQUIREMENTS AND TECHNOLOGICAL ADVANCES
WOULD LIMIT OUR ABILITY TO SELL OUR PRODUCTS.

        Our ability to increase net revenue will depend significantly on whether
we are able to anticipate or adapt to rapid technological innovation in the
telecommunication industry and to offer, on a timely and cost-effective basis,
products that meet changing customer demands and industry standards. If the
standards adopted are different from those which we have chosen to support,
market acceptance of our products may be significantly reduced or delayed.

        Developing new or enhanced products is a complex and uncertain process
and we may not have sufficient resources to successfully and accurately
anticipate technological and market trends, or to successfully manage long
development cycles. We must manage the transition from our older products to new
or enhanced products to minimize disruption in customer ordering patterns and
ensure that adequate supplies of new products are available for delivery to meet
anticipated customer demand. Any significant delay or failure to release new
products or product enhancements on a timely and cost effective basis could harm
our reputation and customer relationships, provide a competitor with a
first-to-market opportunity or allow a competitor to achieve greater market
share.

TELECOMMUNICATIONS NETWORKS ARE COMPRISED OF MULTIPLE HARDWARE AND SOFTWARE
PRODUCTS FROM MULTIPLE VENDORS. IF OUR PRODUCTS ARE NOT COMPATIBLE WITH OTHER
COMPANIES' PRODUCTS WITHIN OUR CUSTOMERS' NETWORKS, ORDERS WILL BE DELAYED OR
CANCELLED AND SUBSTANTIAL PRODUCT RETURNS COULD OCCUR.

        Many of our customers require that our products be designed to work with
their existing networks, each of which may have different specifications and
utilize multiple protocols that govern the way devices on the network
communicate with each other. Our customers' networks may contain multiple
generations of products from different vendors that have been added over time as
their networks have grown and evolved. Our products may be required to work with
these products as well as with future products in order to meet our customers'
requirements. In some cases, we may be required to modify our product designs to
achieve a sale, which may result in a longer sales cycle, increased research and
development expense, and reduced operating margins. If our products are not
compatible with existing equipment in our customers' networks, whether open or
proprietary, installations could be delayed, orders for our products could be
cancelled or our products could be returned.

IF WE FAIL TO WIN CONTRACTS AT THE BEGINNING OF OUR TELECOMMUNICATIONS
CUSTOMERS' DEPLOYMENT CYCLES, WE MAY NOT BE ABLE TO SELL PRODUCTS TO THOSE
CUSTOMERS FOR AN EXTENDED PERIOD OF TIME, WHICH COULD INHIBIT OUR GROWTH.

        Our existing and potential telecommunications customers generally select
a limited number of suppliers at the beginning of a deployment cycle. As a
result, if we are not selected as one of these suppliers, we may not have an
opportunity to sell products to that customer until its next purchase cycle,
which may be an extended period of time. In addition, if we fail to win
contracts from existing and potential customers that are at an early stage in
their design cycle, our ability to sell products to these customers in the
future may be adversely affected because


                                      -5-
<PAGE>   9

they may prefer to continue purchasing products from their existing vendor.
Since we rely on a small number of customers for the majority of our sales, our
failure to capitalize on limited opportunities to win contracts with these
customers would severely harm us.

SINCE THE TELECOMMUNICATIONS INDUSTRY IS CHARACTERIZED BY LARGE PURCHASE ORDERS
PLACED ON AN IRREGULAR BASIS, IT IS DIFFICULT TO ACCURATELY FORECAST THE TIMING
AND SIZE OF ORDERS. ACCORDINGLY, OUR REVENUE AND OPERATING RESULTS MAY VARY
SIGNIFICANTLY AND UNEXPECTEDLY FROM QUARTER TO QUARTER.

        We may receive purchase orders for significant dollar amounts on an
irregular basis depending upon the timing of our customers' network deployment
and sales and marketing efforts. Because orders we receive may have short lead
times, we may not have sufficient inventory to fulfill these orders, and we may
incur significant costs in attempting to expedite and fulfill these orders. In
addition, orders expected in one quarter could shift to another because of the
timing of our customers' purchase decisions and order reductions or
cancellations. Under our OEM agreements, our OEM customers have the right to
delay previously-placed orders for any reason. The time required for our
customers to incorporate our products into their own can vary significantly and
generally exceeds several months, which further complicates our planning
processes and reduces the predictability of our operating results. Accordingly,
our revenue and operating results may vary significantly and unexpectedly from
quarter to quarter.

        Our customers have in the past built, and may in the future build,
significant inventory in order to facilitate more rapid deployment of
anticipated major projects or for other reasons. After building a significant
inventory of our products, these parties may be faced with delays in these
anticipated major projects for various reasons. As a result, these customers may
be required to maintain a significant inventory of our products for longer
periods than they originally anticipated, which would reduce further purchases.
These reductions, in turn, could cause fluctuations in our future results of
operations and severely harm our business and financial condition.

SINCE THE SALES CYCLE FOR OUR PRODUCTS IS TYPICALLY LONG AND UNPREDICTABLE, WE
HAVE DIFFICULTY PREDICTING FUTURE REVENUES AND OUR REVENUE AND OPERATING RESULTS
MAY FLUCTUATE SIGNIFICANTLY.

        A customer's decision to purchase our products often involves a
significant commitment of its resources and a lengthy evaluation and product
qualification process. Our sales cycle typically lasts from nine months to one
year. As a result, we may incur substantial sales and marketing expenses and
expend significant management effort without any assurance of a sale. A long
sales cycle also subjects us to other risks, including customers' budgetary
constraints, internal acceptance reviews and order reductions or cancellations.
Even after deciding to purchase our products, our customers often deploy our
products slowly.

WE HAVE A LIMITED ORDER BACKLOG. IF WE DO NOT OBTAIN SUBSTANTIAL ORDERS IN A
QUARTER, WE MAY NOT MEET OUR REVENUE OBJECTIVES FOR THAT QUARTER.

        Since inception, our order backlog at the beginning of each quarter has
not been significant, and we expect this trend to continue for the foreseeable
future. Accordingly, we


                                      -6-
<PAGE>   10

must obtain substantial additional orders in a quarter for shipments in that
quarter to achieve our revenue objectives. Our sales agreements allow purchasers
to delay scheduled delivery dates without penalty. Our customer purchase orders
also allow purchasers to cancel orders within negotiated time frames without
significant penalty. In addition, due in part to factors such as the timing of
product release dates, purchase orders and product availability, significant
volume shipments of our products could occur near the end of our fiscal
quarters. If we fail to ship products by the end of a quarter, our operating
results would be adversely affected for that quarter.

WE DEPEND UPON A SINGLE CONTRACTOR TO MANUFACTURE OUR PRODUCTS. TERMINATION OF
THIS RELATIONSHIP WOULD IMPOSE SIGNIFICANT COSTS ON US AND COULD HARM OR
INTERFERE WITH OUR ABILITY TO MEET SCHEDULED PRODUCT DELIVERIES.

        We do not have internal manufacturing capabilities. We have relied on a
sole manufacturer, PCB Assembly, Inc., to build our products. PCB Assembly was
recently acquired by Flextronics International Limited. Although our contract
remains in effect, Flextronics may cancel it on 60 days' notice and is not
obligated to supply products to us for any specific period, in any specific
quantity or at any specific price, except as may be provided in a particular
purchase order. Our reliance on Flextronics involves a number of risks,
including the lack of operating history between us and Flextronics, the absence
of control over our manufacturing capacity, the unavailability of, or
interruptions in, access to process technologies and reduced control over
component availability, delivery schedules, manufacturing yields and costs. We
are currently evaluating Flextronics' ability to manufacture our products in
required volumes. If we decide that Flextronics is unable to meet our needs, we
will have to identify and qualify one or more acceptable alternative
manufacturers, which could result in substantial manufacturing delays and cause
us to incur significant costs. It is possible that an alternate source may not
be available to us when needed or be in a position to satisfy our production
requirements at acceptable prices and quality. Any significant interruption in
manufacturing would harm our ability to meet our scheduled product deliveries to
our customers, harm our reputation and could cause the loss of existing or
potential customers, any of which could seriously harm our business and
operating results.

WE DEPEND ON SOLE SOURCE AND LIMITED SOURCE SUPPLIERS FOR KEY COMPONENTS. IF WE
ARE UNABLE TO BUY COMPONENTS ON A TIMELY BASIS, WE WILL NOT BE ABLE TO DELIVER
OUR PRODUCTS TO OUR CUSTOMERS ON TIME WHICH COULD CAUSE US TO LOSE CUSTOMERS. IF
WE PURCHASE EXCESS COMPONENTS TO REDUCE THIS RISK, WE MAY INCUR SIGNIFICANT
INVENTORY COSTS.

        We obtain several of the key components used in our products, including
interface circuits, microprocessors, digital signal processors, digital
subscriber line modules and flash memory, from single or limited sources of
supply. We have encountered, and expect in the future to encounter, difficulty
in obtaining these components from our suppliers. As recently as the fourth
quarter of 1999, we experienced a severe shortage of components, particularly
subscriber line interface circuits, which jeopardized our ability to deliver our
products in a timely fashion. We purchase most components on a purchase order
basis and we do not have guaranteed supply arrangements with most of our key
suppliers. Financial or other difficulties faced by our suppliers or significant
changes in demand for these components could limit the availability of these
components to us at acceptable prices and on a timely basis, if at all. Any


                                      -7-
<PAGE>   11

interruption or delay in the supply of any of these components, or our inability
to obtain these components from alternate sources at acceptable prices and
within a reasonable amount of time, would limit our ability to meet scheduled
product deliveries to our customers or force us to reengineer our products,
which may hurt our gross margins and our ability to deliver products on a timely
basis, if at all. A substantial period of time could be required before we would
begin receiving adequate supplies from alternative suppliers, if available. In
addition, qualifying additional suppliers is time consuming and expensive and
exposes us to potential supplier production difficulties or quality variations.

IF WE DO NOT PREDICT OUR MANUFACTURING REQUIREMENTS ACCURATELY, WE COULD INCUR
ADDITIONAL COSTS AND SUFFER MANUFACTURING DELAYS.

        We currently provide forecasts of our demand to our contract
manufacturer 12 months prior to scheduled delivery of products to our customers.
Lead times for the materials and components that we order vary significantly and
depend on numerous factors, including the specific supplier, contract terms and
demand for a component at a given time. If we overestimate our component
requirements, our contract manufacturer may purchase excess inventory. For those
parts that are unique to our products, we could be required to pay for these
excess parts and recognize related inventory write-down costs. If we
underestimate our requirements, our contract manufacturer may have an inadequate
inventory, which could interrupt manufacturing of our products and result in
delays in shipments and revenue.

THE COMPETITION FOR QUALIFIED PERSONNEL IS PARTICULARLY INTENSE IN OUR INDUSTRY
AND IN NORTHERN CALIFORNIA. IF WE ARE UNABLE TO ATTRACT AND RETAIN KEY
PERSONNEL, WE MAY NOT BE ABLE TO SUSTAIN OR GROW OUR BUSINESS.

        Our success depends to a significant degree upon the continued
contributions of the principal members of our sales, marketing, engineering and
management personnel, many of whom would be difficult to replace. None of our
officers or key employees is bound by an employment agreement for any specific
term, and we do not have "key person" life insurance policies covering any of
our employees. The competition for qualified personnel is particularly intense
in our industry and in Northern California, where there is a high concentration
of established and emerging growth technology companies. This competition makes
it more difficult to retain our key personnel and to recruit new highly
qualified personnel. To attract and retain qualified personnel, we may be
required to grant large option or other stock-based incentive awards, which may
be highly dilutive to existing stockholders. We may also be required to pay
significant base salaries and cash bonuses to attract and retain these
individuals, which payments could harm our operating results. In particular, we
have experienced difficulty in hiring software and system test engineers and
engineers with voice and data experience. We believe that we will continue to
experience difficulty in recruiting and retaining qualified personnel in the
future. If we are not able to attract and retain the necessary personnel, we
could face delays in developing our products and implementing our sales and
marketing plans, and we may not be able to grow our business.


                                      -8-
<PAGE>   12

WE PLAN TO INVEST A SIGNIFICANT AMOUNT OF OUR RESOURCES TO FUND THE DEVELOPMENT,
MARKETING AND SALE OF OUR PRODUCTS; HOWEVER, IF WE ARE UNABLE TO EXPAND OUR
SALES AND MARKETING OPERATIONS, WE WILL NOT BE ABLE TO ACHIEVE BRAND AWARENESS
FOR OUR PRODUCTS AND GENERATE ADDITIONAL SALES.

        We plan to increase significantly our operating expenses to fund greater
levels of research and development, expand our sales and marketing operations,
broaden our customer support capabilities and develop new distribution channels.
We also plan to expand our general and administrative capabilities to address
the demands resulting from this offering and the expected continued growth of
our business. Our operating expenses are largely based on anticipated personnel
requirements and revenue trends, and a high percentage of our expenses are, and
will continue to be, fixed. In addition, we may be required to spend more for
research and development than originally budgeted in order to respond to
industry trends. As a result, any delay in generating or recognizing revenue
could cause significant variations in our operating results from quarter to
quarter and could result in substantial operating losses.

WE HAVE RAPIDLY AND SIGNIFICANTLY EXPANDED OUR OPERATIONS IN RECENT PERIODS. OUR
BUSINESS WILL BE HARMED IF WE FAIL TO MANAGE EFFECTIVELY THE GROWTH OF OUR
OPERATIONS.

        We have rapidly and significantly expanded our operations in recent
periods. This expansion significantly strains our managerial, operational and
financial resources. Some of our senior management personnel joined us within
the last 12 months. Our President, Vice President of Finance and Administration,
Vice President of Marketing, Vice President of Operations, Vice President of
Human Resources and Vice President of Sales have all joined us since June 1999.
To manage the expected growth of our operations and personnel, we will be
required to:

        - improve existing and implement new operational, financial and
          management controls, reporting systems and procedures; hire, train,
          motivate and manage additional qualified personnel; expand access to
          additional manufacturing capacity;

        - effectively manage multiple relationships with our customers,
          suppliers, distributors and other third parties; and

        - coordinate our domestic and international operations and establish the
          necessary infrastructure to implement our international strategy.

        If we are not able to manage the growth of our operations in an
efficient and timely manner, our business will be severely harmed.

WE RECENTLY MOVED OUR HEADQUARTERS TO NEW FACILITIES. IF WE FAIL TO PROPERLY
MANAGE OUR RELOCATION INTO THESE NEW FACILITIES THERE COULD BE A DISRUPTION IN
OUR OPERATIONS.

        On August 1, 2000, we relocated to new facilities under a seven-year
lease in Newark, California. Relocating our employees could cause temporary
disruptions in our operations and divert management's attention, due to factors
such as computer network reconfigurations and telephone and customer service
transitions.


                                      -9-
<PAGE>   13

THE TELECOMMUNICATIONS MARKET IS BECOMING INCREASINGLY GLOBAL. WHILE WE PLAN TO
EXPAND INTERNALLY, WE HAVE LIMITED EXPERIENCE OPERATING IN INTERNATIONAL
MARKETS. IN OUR EFFORTS TO EXPAND INTERNATIONALLY, WE COULD BECOME SUBJECT TO
NEW RISKS WHICH COULD HAMPER OUR ABILITY TO ESTABLISH AND MANAGE OUR
INTERNATIONAL OPERATIONS.

        We have sales and customer support personnel in the United Kingdom and
have initiated distribution relationships covering Germany, France, Australia
and New Zealand. We intend to further expand our international operations and
enter new markets. This expansion will require significant management attention
and financial resources. We have limited experience in marketing and
distributing our products internationally and in developing versions of our
products that comply with local standards. In addition, our international
operations will be subject to other inherent risks, including:

        - the failure to adopt regulatory changes that facilitate the
          provisioning of competitive communications services; difficulties
          adhering to international protocol standards; expenses associated with
          customizing products for other countries; protectionist laws and
          business practices that favor local competition;

        - reduced protection for intellectual property rights in some countries;
          difficulties enforcing agreements through other legal systems and in
          complying with foreign laws; fluctuations in currency exchange rates;
          political and economic instability; and import or export licensing
          requirements.

OUR PRODUCTS REQUIRE SUBSTANTIAL INVESTMENT OVER A LONG PRODUCT DEVELOPMENT
CYCLE, AND WE MAY NOT REALIZE ANY RETURN ON OUR INVESTMENT.

        The development of new or enhanced products is a complex and uncertain
process. We and our OEM manufacturers have in the past and may in the future
experience design, manufacturing, marketing and other difficulties that could
delay or prevent the development, introduction or marketing of new products and
enhancements. For example, we recently experienced delays in availability of our
DSL el-ink products. Development costs and expenses are incurred before we
generate any revenues from sales of products resulting from these efforts. Our
total research and development expenses were approximately $1.9 million in 1997,
$4.2 million in 1998, $6.7 million in 1999 and $5.2 million for the six months
ended June 30, 2000. We intend to continue to incur substantial research and
development expenses, which could have a negative impact on our earnings in
future periods.

IF OUR PRODUCTS CONTAIN UNDETECTED SOFTWARE OR HARDWARE ERRORS, WE COULD INCUR
SIGNIFICANT UNEXPECTED EXPENSES, EXPERIENCE PRODUCT RETURNS AND LOST SALES AND
BE SUBJECT TO PRODUCT LIABILITY CLAIMS.

        Our products are highly technical and are designed to be deployed in
very large and complex networks. While our products have been tested, because of
their nature, they can only be fully tested when deployed in networks that
generate high amounts of voice or data traffic. Because of our short operating
history, our products have not yet been broadly deployed. Consequently, our
customers may discover errors or defects in our products after they have been
broadly deployed. In addition, our customers may use our products in conjunction
with products


                                      -10-
<PAGE>   14

from other vendors. As a result, when problems occur, it may be difficult to
identify the source of the problem. Any defects or errors in our products
discovered in the future, or failures of our customers' networks, whether caused
by our products or another vendor's products, could result in loss of customers
or decrease in revenue and market share.

        We may be subject to significant liability claims because our products
are used in connection with critical communications services. Our agreements
with customers typically contain provisions intended to limit our exposure to
liability claims. However, these limitations may not preclude all potential
claims resulting from a defect in one of our products. Liability claims could
require us to spend significant time and money in litigation or to pay
significant damages. Any of these claims, whether or not successful, could
seriously damage our reputation and business.

THE COMPLEX NATURE OF OUR TELECOMMUNICATIONS PRODUCTS REQUIRES US TO PROVIDE OUR
CUSTOMERS WITH A HIGH LEVEL OF SERVICE AND SUPPORT BY HIGHLY TRAINED PERSONNEL.
IF WE DO NOT EXPAND OUR CUSTOMER SERVICE AND SUPPORT ORGANIZATION, WE WILL NOT
BE ABLE TO MEET OUR CUSTOMERS' DEMANDS.

        We currently have a small customer service and support organization, and
we will need to increase these resources to support any increase in the needs of
our existing and new customers. Hiring customer service and support personnel in
our industry is very competitive due to the limited number of people available
with the necessary technical skills and understanding of our technologies. We
currently plan to use Timeplex, Inc. to install and maintain our products,
including in connection with our planned international expansion, when our
customers request these services. Our agreement with Timeplex expires in August
2001, and may be terminated earlier upon 60 days' notice. If our relationship
with Timeplex ends, we may be unable to find a replacement or to establish the
necessary capabilities internally. If we are unable to expand or maintain our
customer service and support organization, or if Timeplex fails to install or
maintain our products appropriately, our customers may become dissatisfied and
we could lose customers and our reputation could be harmed. A reputation for
poor service would prevent us from increasing sales to existing or new
customers.

WE RELY ON A COMBINATION OF PATENT, COPYRIGHT, TRADEMARK AND TRADE SECRET LAWS,
AS WELL AS CONFIDENTIALITY AGREEMENTS AND LICENSING ARRANGEMENTS, TO ESTABLISH
AND PROTECT OUR PROPRIETARY RIGHTS. FAILURE TO PROTECT OUR INTELLECTUAL PROPERTY
WILL LIMIT OUR ABILITY TO COMPETE AND RESULT IN A LOSS OF A COMPETITIVE
ADVANTAGE AND DECREASED REVENUE.

        Our success and ability to compete depend substantially on our
proprietary technology. Any infringement of our proprietary rights could result
in significant litigation costs, and any failure to adequately protect our
proprietary rights could result in our competitors offering similar products,
potentially resulting in loss of a competitive advantage and decreased revenue.
We presently have three U.S. patent applications pending, but no issued patents.
Despite our efforts to protect our proprietary rights, existing copyright,
trademark and trade secret laws afford only limited protection. In addition, the
laws of many foreign countries do not protect our proprietary rights to the same
extent as do the laws of the United States. Attempts may be made to copy or
reverse engineer aspects of our products or to obtain and use information that
we regard as proprietary. Accordingly, we may not be able to protect our
proprietary rights against


                                      -11-
<PAGE>   15

unauthorized third party copying or use. Furthermore, policing the unauthorized
use of our products is difficult. Litigation may be necessary in the future to
enforce our intellectual property rights, to protect our trade secrets or to
determine the validity and scope of the proprietary rights of others. This
litigation could result in substantial costs and diversion of resources and may
not ultimately be successful.

WE MAY BE SUBJECT TO INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS THAT ARE COSTLY
TO DEFEND AND COULD LIMIT OUR ABILITY TO USE SOME TECHNOLOGIES IN THE FUTURE.

        Our industry is characterized by frequent intellectual property
litigation based on allegations of infringement of intellectual property rights.
From time to time, third parties have asserted, and may assert in the future,
patent, copyright, trademark and other intellectual property rights to
technologies or rights that are important to our business. For example, we
recently received letters from Sonoma Systems alleging that one of our products
infringes a patent owned by Sonoma Systems and inviting us to discuss licensing
their patent. In addition, our agreements may require that we indemnify our
customers for any expenses or liabilities resulting from claimed infringements
of patents, trademarks or copyrights of third parties. Any claims asserting that
our products infringe or may infringe the proprietary rights of third parties,
with or without merit, could be time-consuming, resulting in costly litigation
and diverting the efforts of our technical and management personnel. These
claims could cause us to stop selling, incorporating or using our products that
use the challenged intellectual property and could also result in product
shipment delays or require us to redesign or modify our products or enter into
licensing agreements. These licensing agreements, if required, would increase
our product costs and may not be available on terms acceptable to us, if at all.

IF NECESSARY LICENSES OF THIRD-PARTY TECHNOLOGY ARE NOT AVAILABLE TO US OR ARE
VERY EXPENSIVE, WE MAY BE UNABLE TO DEVELOP NEW PRODUCTS OR PRODUCT
ENHANCEMENTS.

        From time to time we may be required to license technology from third
parties to develop new products or product enhancements. These third-party
licenses may not be available to us on commercially reasonable terms, if at all.
Our inability to obtain necessary third-party licenses may force us to obtain
substitute technology of lower quality or performance standards or at greater
cost, any of which could seriously harm the competitiveness of our products.

BECAUSE OUR HEADQUARTERS ARE LOCATED IN NORTHERN CALIFORNIA, WHICH IS A REGION
CONTAINING ACTIVE EARTHQUAKE FAULTS, IF A NATURAL DISASTER OCCURS, OUR BUSINESS
COULD BE SHUT DOWN OR SEVERELY IMPACTED.

        Our business and operations depend on the extent to which our facility
and products are protected against damage from fire, earthquakes, power loss and
similar events. Despite precautions taken by us, a natural disaster or other
unanticipated problem could, among other things, hinder our research and
development efforts, delay the shipment of our products and affect our ability
to receive and fulfill orders. For example, since we conduct all of our final
assembly and tests in one location, any fire or other disaster at the assembly
facility would severely harm our business.


                                      -12-
<PAGE>   16

        RISKS ASSOCIATED WITH THE MULTISERVICE BROADBAND ACCESS INDUSTRY

INTENSE COMPETITION IN THE MARKET FOR OUR TELECOMMUNICATIONS PRODUCTS COULD
PREVENT US FROM INCREASING OR SUSTAINING OUR REVENUE AND PREVENT US FROM
ACHIEVING OR SUSTAINING PROFITABILITY.

        The market for multiservice broadband access products is highly
competitive. We compete directly with numerous companies, including Accelerated
Networks, ADTRAN, Carrier Access, Cisco Systems, Efficient Networks, Lucent
Technologies, Nortel Networks and Sonoma Systems. Many of our current and
potential competitors have longer operating histories, greater name recognition,
significantly greater selling and marketing, technical, manufacturing,
financial, customer support, professional services and other resources,
including vendor-sponsored financing programs. As a result, these competitors
are able to devote greater resources to the development, promotion, sale and
support of their products to leverage their customer bases and broaden product
offerings to gain market share. In addition, our competitors may foresee the
course of market developments more accurately than we do and could develop new
technologies that compete with our products or even Tender our products
obsolete. We may not have sufficient resources to continue to make the
investments or achieve the technological advances necessary to compete
successfully with existing or new competitors. In addition, due to the rapidly
evolving markets in which we compete, additional competitors with significant
market presence and financial resources, including other large
telecommunications equipment manufacturers, may enter our markets, thereby
further intensifying competition. we rely on only a few OEM customers for a
substantial portion of OUT revenues, any loss of sales to these OEM customers
would seriously harm our business, financial condition and results of
operations.

        We believe that our existing OEM customers continuously evaluate whether
to offer their own multiservice broadband access devices. If any of our OEM
customers decide to internally design and sell their own multiservice broadband
access devices, or acquire one or more of our competitors or their broadband
access technologies, it could eliminate or substantially reduce its purchases of
our products. In addition, our current growth may cause some OEM customers to
view us as greater competition. Our OEM relationships could also be harmed as we
develop and market new products that may compete directly with the products of
our OEM customers. We cannot assure you that any of our OEM customers will
continue to rely, or expand their reliance, on us as an external source of
supply for their multiservice broadband access devices. Because we rely on only
a few OEM customers for a substantial portion of our revenues, any loss of sales
to these OEM customers would seriously harm our business, financial condition
and results of operations.

BECAUSE OUR INDUSTRY IS CHARACTERIZED BY CONSOLIDATION, WE COULD POTENTIALLY
LOSE CUSTOMERS, WHICH WOULD HARM OUR BUSINESS.

        The markets in which we compete are characterized by increasing
consolidation, as exemplified by the recent or pending acquisitions of Promatory
Communications by Nortel Networks, FlowPoint by Efficient Networks, PairGain
Technologies by ADC Telecommunications and Newbridge Networks by Alcatel. We
cannot predict how industry consolidation will affect our competitors and we may
not be able to compete successfully in an increasingly consolidated industry.


                                      -13-
<PAGE>   17

OUR PRODUCTS ARE SUBJECT TO PRICE REDUCTION AND MARGIN PRESSURES. IF OUR AVERAGE
SELLING PRICES DECLINE AND WE FAIL TO OFFSET THAT DECLINE THROUGH COST
REDUCTIONS, OUR GROSS MARGINS AND POTENTIAL PROFITABILITY WOULD BE SERIOUSLY
HARMED.

        In the past, competitive pressures have forced us to reduce the prices
of our products. In the second quarter of 1999, we reduced the price of our TI
Integrator product in response to competition, which reduced our gross margins
in subsequent periods. We expect similar price reductions to occur in the future
in response to competitive pressures. In addition, our average selling prices
decline when we negotiate volume price discounts with customers and utilize
indirect distribution channels. If our average selling prices decline and we
fail to offset that decline through cost reductions, our gross margins and
potential profitability would be seriously harmed.

SALES OF OUR PRODUCTS DEPEND ON THE WIDESPREAD ADOPTION OF MULTISERVICE
BROADBAND ACCESS SERVICES AND IF THE DEMAND FOR MULTISERVICE BROADBAND ACCESS
SERVICES DOES NOT DEVELOP, THEN OUR RESULTS OF OPERATIONS AND FINANCIAL
CONDITION WOULD BE HARMED.

        Our business will be harmed if the demand for multiservice broadband
access services does not increase as rapidly as we anticipate, or if our
customers' multiservice broadband access service offerings are not well received
in the marketplace. Critical factors affecting the development of the
multiservice broadband access services market include:

        - the development of a viable business model for multiservice broadband
          access services, including the capability to market, sell, install and
          maintain these services;

        - cost constraints, such as installation, space and power requirements
          at the central offices of incumbent local exchange carriers, or ILECs;
          compatibility of equipment from multiple vendors in service provider
          networks; evolving industry standards for transmission technologies
          and transport protocols;

        - varying and uncertain conditions of the communications network
          infrastructure, including quality and complexity, electrical
          interference, and crossover interference with voice and data
          telecommunications services; domestic and foreign government
          regulation; and

        - the ability of competitive local exchange carriers, or CLECs, to
          obtain sufficient funding and to successfully grow their businesses.

        The market for multiservice broadband access devices may fail to develop
for other reasons or may develop more slowly than anticipated, which would harm
our business.

IF WE FAIL TO COMPLY WITH REGULATIONS AND EVOLVING INDUSTRY STANDARDS, SALES OF
OUR EXISTING AND FUTURE PRODUCTS COULD BE HARMED.

        The markets for our products are characterized by a significant number
of communications regulations and standards, some of which are evolving as new
technologies are deployed. Our customers may require our products to comply with
various standards, including those promulgated by the Federal Communications
Commission, or FCC, standards established


                                      -14-
<PAGE>   18

by Underwriters Laboratories and Telcordia Technologies or proprietary standards
promoted by our competitors. In addition, our key competitors may establish
proprietary standards which they might not make available to us. As a result, we
may not be able to achieve compatibility with their products. Internationally,
we may also be required to comply with standards established by
telecommunications authorities in various countries as well as with
recommendations of the International Telecommunications Union.

OUR CUSTOMERS ARE SUBJECT TO GOVERNMENT REGULATION, AND CHANGES IN CURRENT OR
FUTURE LAWS OR REGULATIONS THAT NEGATIVELY IMPACT OUR CUSTOMERS COULD HARM OUR
BUSINESS.

        The jurisdiction of the FCC extends to the entire communications
industry, including our customers. Future FCC regulations affecting the
broadband access industry, our customers or their service offerings may harm our
business. For example, FCC regulatory policies that affect the availability of
data and Internet services may impede our customers' penetration into markets or
affect the prices that they are able to charge. In addition, international
regulatory bodies are beginning to adopt standards and regulations for the
broadband access industry. If our customers are hurt by laws or regulations
regarding their business, products or service offerings, demand for our products
may decrease.

                ADDITIONAL RISKS THAT MAY AFFECT OUR STOCK PRICE

OUR STOCK PRICE MAY BE VOLATILE, AND YOU MAY NOT BE ABLE TO RESELL OUR SHARES AT
OR ABOVE THE PRICE YOU PAID, OR AT ALL.

     There has previously not been a public market for our common stock. We
cannot predict the extent to which investor interest in our stock will lead to
the development of a trading market or how liquid that market might become. The
initial public offering price for the shares will be determined by negotiations
between us and the representatives of the underwriters and may not be indicative
of prices that will prevail in the trading market. In addition, the stock market
in general, and the Nasdaq National Market and technology companies in
particular, have experienced extreme price and volume fluctuations that have
often been unrelated or disproportionate to the operating performance of
companies. The trading prices and valuations of many technology companies are
substantially above historical levels. These trading prices and valuations may
not be sustainable. These broad market and industry factors may decrease the
market price of our common stock, regardless of our actual operating
performance.

WE MAY ENGAGE IN FUTURE ACQUISITIONS OR STRATEGIC INVESTMENTS THAT WE MAY NOT BE
ABLE TO SUCCESSFULLY INTEGRATE OR MANAGE, WHICH COULD HURT OUR BUSINESS. THESE
ACQUISITIONS OR STRATEGIC INVESTMENTS MAY ALSO DILUTE OUR STOCKHOLDERS AND CAUSE
US TO INCUR DEBT AND ASSUME CONTINGENT LIABILITIES.

        We may review acquisition prospects and strategic investments that could
complement our current product offerings, augment our market coverage, enhance
our technical capabilities or otherwise offer growth opportunities. The issuance
of equity securities in connection with these acquisitions or investments could
significantly dilute our investors. If we incur or assume debt in connection
with these acquisitions or investments, we may incur interest charges that could
harm our net income. We have little experience in evaluating, completing,
managing or


                                      -15-
<PAGE>   19

integrating acquisitions and strategic investments. Acquisitions and strategic
investments may entail numerous integration risks and impose costs on us,
including:

        - difficulties in assimilating acquired operations, technologies or
          products including the loss of key employees;

        - unanticipated costs;

        - diversion of management's attention from our core business concerns;

        - adverse effects on business relationships with our suppliers and
          customers or those of the acquired businesses;

        - risks of entering markets in which we have no or limited prior
          experience;

        - assumption of contingent liabilities;

        - incurrence of significant amortization expenses related to goodwill
          and other intangible assets; and

        - incurrence of significant write-offs.

WE MAY NEED TO RAISE MORE CAPITAL, BUT THE AVAILABILITY OF ADDITIONAL FINANCING
IS UNCERTAIN. IF ADEQUATE FUNDS ARE NOT AVAILABLE OR ARE NOT AVAILABLE ON
ACCEPTABLE TERMS, WE MAY BE UNABLE TO DEVELOP OR ENHANCE OUR PRODUCTS AND
SERVICES, TAKE ADVANTAGE OF FUTURE OPPORTUNITIES OR RESPOND TO COMPETITIVE
PRESSURES, WHICH COULD NEGATIVELY IMPACT OUR PRODUCT DEVELOPMENT AND SALES.

        If our capital requirements vary significantly from those currently
planned, we may require additional financing sooner than anticipated. If
additional funds are raised through the issuance of equity securities, the
percentage of equity ownership of our existing stockholders will be reduced. In
addition, holders of these equity securities may have rights, preferences or
privileges senior to those of the holders of our common stock. If additional
funds are raised through the issuance of debt securities, we may incur
significant interest charges, and these securities would have rights,
preferences and privileges senior to holders of common stock. The terms of these
securities could also impose restrictions on our operations. Additional
financing may not be available when needed on terms favorable to us or at all.
If adequate funds are not available or are not available on acceptable terms, we
may be unable to develop or enhance our products and services, take advantage of
future opportunities or respond to competitive pressures, which could negatively
impact our product development and sales.

SUBSTANTIAL FUTURE SALES OF OUR COMMON STOCK IN THE PUBLIC MARKET COULD CAUSE
OUR STOCK PRICE TO FALL.

        Additional sales of our common stock in the public market, or the
perception that such sales could occur, could cause the market price of our
common stock to decline. We have 31,516,832 shares of common stock outstanding.
3,298,000 shares are freely transferable without restriction or additional
registration under the Securities Act of 1933. The remaining


                                      -16-
<PAGE>   20

shares of common stock outstanding will be available for sale, assuming the
effectiveness of lock-up agreements executed in connection with our initial
public offering under which our stockholders have agreed not to sell or
otherwise dispose of their shares of common stock in the public market, as
follows:

<TABLE>
<CAPTION>
     DATE OF AVAILABILITY FOR SALE        APPROXIMATE NUMBER OF SHARES                COMMENT
     -----------------------------        ----------------------------       ----------------------
<S>                                       <C>                                <C>
August 10, 2000                                    3,298,000                 Freely tradable shares

180 days after August 10, 2000                     26,511,408                Shares saleable under
(expiration at lock-up)                                                      Rule 144 or 701
</TABLE>

        In addition, Lehman Brothers, the lead underwriter for our initial
public offering, may, in its sole discretion, at any time without notice,
release all or any portion of the shares subject to the lock-up agreements,
which would result in more shares being available for sale in the public market
at an earlier date. Sales of common stock by existing stockholders in the public
market, or the availability of the shares for sale, could significantly reduce
the market price of our common stock.

        In addition, we intend to file registration statements on Form S-8 with
the Securities and Exchange Commission covering approximately 17,714,199 shares
of common stock reserved for issuance under our stock incentive and employee
stock purchase plans. On the date 180 days after August 10, 2000 at least
5,321,566 shares will be subject to vested options, based on options outstanding
on June 30, 2000. Sales of a large number of these shares could decrease the
market price of our common stock.

        The holders of 17,694,657 shares of common stock have rights with
respect to registration of these shares for sale to the public. If these
holders, by exercising their registration rights, cause a large number of
securities to be registered and sold in the public market, the sales could
decrease the market price for our common stock. If we were to include in a
company-initiated registration shares held by these holders pursuant to the
exercise of their registration rights, these sales may hinder our ability to
raise needed capital.

MANY CORPORATE ACTIONS WOULD BE CONTROLLED BY OFFICERS, DIRECTORS AND AFFILIATED
ENTITIES, IF THEY ACTED TOGETHER, REGARDLESS OF THE DESIRE OF OTHER INVESTORS TO
PURSUE AN ALTERNATIVE COURSE OF ACTION.

        Our directors, executive officers and their affiliated entities
beneficially own approximately 57.8% of our outstanding common stock. These
stockholders, if they acted together, could exert control over matters requiring
approval by our stockholders, including electing directors and approving mergers
or other business combination transactions. This concentration of ownership may
also discourage, delay or prevent a change in control of our company, which
could deprive our stockholders of an opportunity to receive a premium for their
stock as part of a sale of our company and might reduce our stock price. These
actions may be taken even if they are opposed by our other stockholders,
including those who purchase shares in this offering.


                                      -17-
<PAGE>   21

DELAWARE LAW AND OUR CORPORATE CHARTER AND BYLAWS CONTAIN ANTI-TAKEOVER
PROVISIONS THAT WOULD DELAY OR DISCOURAGE TAKE OVER ATTEMPTS THAT STOCKHOLDERS
MAY CONSIDER FAVORABLE.

        Provisions in our certificate of incorporation, as amended and restated
upon the closing of this offering, may have the effect of delaying or preventing
a change of control or changes in our management. These provisions include:

        - the right of the board of directors to elect a director to fill a
          vacancy created by the expansion of the board of directors; the
          ability of the board of directors to alter our bylaws without
          obtaining stockholder approval; the establishment of a classified
          board of directors;

        - the ability of the board of directors to issue, without stockholder
          approval, up to five million shares of preferred stock with terms set
          by the board of directors which rights could be senior to those of
          common stock; and

        - the elimination of the right of stockholders to call a special meeting
          of stockholders and to take action by written consent.

        Each of these provisions could discourage potential take over attempts
and could lower the market price of our common stock.

        In addition, because we are incorporated in Delaware, we are governed by
the provisions of Section 203 of the Delaware General Corporation Law. These
provisions may prohibit large stockholders, in particular those owning 15% or
more of our outstanding voting stock, from merging or combining with us. These
provisions in our charter, bylaws and under Delaware law could reduce the price
that investors might be willing to pay for shares of our common stock in the
future and result in the market price being lower than it would be without these
provisions.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements. The forward-looking
statements are contained principally in the sections entitled "Risk Factors" and
"VINA Technologies, Inc." These statements involve known and unknown risks,
uncertainties and other factors which may cause our actual results, performance
or achievements to be materially different from any future results, performances
or achievements expressed or implied by the forward-looking statements.
Forward-looking statements include, but are not limited to, statements about:

        - marketing and commercialization of our products under development;

        - our estimates regarding our capital requirements and our needs for
          additional financing;

        - plans for future products and services and for enhancements of
          existing products and services;

        - our patent applications and licensed technology;


                                      -18-
<PAGE>   22

        - our ability to attract customers and establish collaboration and
          licensing agreements; and

        - sources of revenues and anticipated revenues, including contributions
          from corporate collaborations, license agreements and other
          collaborative efforts, and the continued viability and duration of
          those agreements and efforts.

        In some cases, you can identify forward-looking statements by terms such
as "may," "intend," "might," "will," "should," "could," "would," "expect,"
"believe," "estimate," "predict," "potential," or the negative of these terms,
and similar expressions intended to identify forward-looking statements. These
statements reflect our current views with respect to future events and are based
on assumptions and subject to risks and uncertainties. Given these
uncertainties, you should not place undue reliance on these forward-looking
statements. We discuss many of these risks in this prospectus in greater detail
under the heading "Risk Factors." Also, these forward-looking statements
represent our estimates and assumptions only as of the date of this prospectus.

                           PROCEEDS FROM THE OFFERING

        We will not receive any proceeds from the sale of the shares by the
selling stockholders. All proceeds from the sale of the shares will be for the
account of the selling stockholders, as described below. See "Selling
Stockholder" and "Plan of Distribution."

                               SELLING STOCKHOLDER

        This Reoffer Prospectus relates to shares of common stock which have
been acquired by Nancy Smith, an employee of ours. Ms. Smith acquired her shares
of common stock pursuant to the exercise of options issued under the VINA
Technologies, Inc. 1996 Stock Option/Stock Issuance Plan and Vina Technologies,
Inc. 1998 Stock Plan.

        The following table sets forth certain Information with respect to the
Registered Stockholder as of August 10, 2000:

<TABLE>
<CAPTION>
---------------------- ------------------- ---------------------- ------------------------- ------------------------
                                            NUMBER OF SHARES TO          NUMBER OF           PERCENTAGE OF SHARES
     REGISTERED         NUMBER OF SHARES            BE                  SHARES OWNED                 OWNED
     STOCKHOLDER             OWNED            OFFERED HEREBY           AFTER OFFERING         AFTER OFFERING (1)
---------------------- ------------------- ---------------------- ------------------------- ------------------------
<S>                    <C>                 <C>                    <C>                       <C>
     Nancy Smith             31,500               31,500                     0                         *
---------------------- ------------------- ---------------------- ------------------------- ------------------------
</TABLE>

* less than 1%.

(1) Percentage of ownership is calculated assuming 31,516,832 shares of Common
    Stock were outstanding on August 10, 2000 following our initial public
    offering.


                                      -19-
<PAGE>   23

                              PLAN OF DISTRIBUTION

        The selling stockholder may offer and sell the shares covered by this
prospectus at various times. As used in this prospectus, the term "selling
stockholder" includes donees, pledgees, transferees or other
successors-in-interest selling shares received the selling stockholder as a gift
or other non-sale-related transfer after the date of this prospectus. The
selling stockholder will act independently of VINA Technologies in making
decisions with respect to the timing, manner and size of each sale. The shares
may be sold by or for the account of the selling stockholder in transactions on
the Nasdaq National Market, the over-the-counter market, or otherwise. These
sales may be made at fixed prices, at market prices prevailing at the time of
sale, at prices related to prevailing market prices, or at negotiated prices.
The shares may be sold by means of one or more of the following methods:

        - a block trade in which the broker-dealer so engaged will attempt to
          sell the shares as agent, but may position and resell a portion of the
          block as principal to facilitate the transaction;

        - purchases by a broker-dealer as principal and resale by that
          broker-dealer for its account pursuant to this prospectus;

        - ordinary brokerage transactions in which the broker solicits
          purchasers;

        - in connection with short sales, in which the shares are redelivered to
          close out short positions;

        - in connection with the loan or pledge of shares registered hereunder
          to a broker-dealer, and the sale of the shares so loaned or the sale
          of the shares so pledged upon a default;

        - in connection with the writing of non-traded and exchange-traded call
          options, in hedge transactions and in settlement of other transactions
          in standardized or over-the-counter options;

        - privately negotiated transactions; or

        - in a combination of any of the above methods.

        If required, we will distribute a supplement to this prospectus to
describe material changes in the terms of the offering.

        In effecting sales, broker-dealers engaged by the selling stockholder
may arrange for other broker-dealers to participate in resales. Broker-dealers
may receive compensation in the form of discounts, concessions or commissions
from the selling stockholder or from the purchasers of the shares or from both.
This compensation may exceed customary commissions.

        The selling stockholder and any broker-dealers, agents or underwriters
that participate with the selling stockholder in the distribution of the shares
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933. Any commissions paid or any discounts or


                                      -20-
<PAGE>   24

concessions allowed to any of those persons, and any profits received on the
resale of the shares purchased by them, may be deemed to be underwriting
commissions or discounts under the Securities Act.

        We have agreed to bear all expenses of registration of the shares other
than fees and expenses, if any, of counsel or other advisors to the selling
stockholder. Any commissions, discounts, concessions or other fees, if any,
payable to broker-dealers in connection with any sale of the shares will be
borne by the selling stockholder selling those shares.

                                  LEGAL MATTERS

        Selected legal matters with respect to the validity of common stock
offered by this prospectus are being passed upon for us by Pillsbury Madison &
Sutro LLP, San Francisco, California.

                       WHERE YOU CAN FIND MORE INFORMATION

        We file annual, quarterly and special reports, proxy statements, and
other information with the Securities and Exchange Commission. You may read and
copy any materials we file with the Commission at the Commission's public
reference rooms:

    450 Fifth Street, N.W.    500 West Madison Street     7 World Trade Center
    Room 1024                 14th Floor                  Suite 1300
    Washington, D.C.          Chicago, Illinois           New York, New York

Please call the Commission at 1-800-SEC-0330 for more information on its public
reference rooms. The Commission also maintains an Internet Website at
http://www.sec.gov that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with the
Commission.

        We have filed with the Commission a registration statement, which
contains this prospectus, on Form S-8 under the Securities Act of 1933. The
registration statement relates to the common stock offered by the selling
stockholder. This prospectus does not contain all of the information set forth
in the registration statement and the exhibits and schedules to the registration
statement. Please refer to the registration statement and its exhibits and
schedules for further information with respect to the Company and the common
stock. Statements contained in this prospectus as to the contents of any
contract or other document are not necessarily complete and, in each instance,
we refer you to the copy of that contract or document filed as an exhibit to the
registration statement. You may read and obtain a copy of the registration
statement and its exhibits and schedules from the Commission, as described in
the preceding paragraph.

                       DOCUMENTS INCORPORATED BY REFERENCE

The Commission allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be a part of this prospectus, and later information that we file
with the Commission will automatically update and


                                      -21-
<PAGE>   25

supersede this information. We incorporate by reference the documents listed
below and any future filings we make with the Commission under Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until this offering is
completed. The documents we incorporate by reference are:

        - Our prospectus dated August 10, 2000 and filed on August 10, 2000
          pursuant to Rule 424(b) of the Securities Act in connection with our
          registration statement on Form S-1, File No. 333-36398, which contains
          our audited consolidated financial statements for the fiscal years
          ended December 31, 1997, 1998 and 1999.

        - The description of our common stock contained in our registration
          statement on Form 8-A filed under the Securities Exchange Act on July
          20, 2000.

        You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address and number:

         VINA Technologies, Inc.
         39745 Eureka Drive
         Newark, CA 94560
         Telephone (510) 492-0800

                                 INDEMNIFICATION

        Our certificate of incorporation and bylaws also provide that we will
indemnify our directors and officers to the fullest extent permitted by the
Delaware General Corporation Law. We have entered into separate indemnification
agreements with our directors and executive officers that could require us,
among other things, to indemnify them against liabilities that may arise by
reason of their status or service as directors and to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified. These provisions and agreements are sufficiently broad to permit us
to indemnify our directors and executive officers.

        Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed 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.


                                      -22-
<PAGE>   26

                                     PART II


                INFORMATION REQUIRED IN THE INFORMATION STATEMENT



ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed by the Registrant with the Securities and
Exchange Commission (the "SEC") are hereby incorporated by reference in this
Registration Statement:

        (a) Registrant's prospectus dated August 10, 2000 and filed on August
10, 2000 pursuant to Rule 424(b) of the Securities Act (in connection with
Registration Statement on Form S-1, File No. 333-36398), which contains audited
consolidated financial statements for the Registrant's fiscal years ended
December 31, 1997, 1998 and 1999.

        (b) The description of Registrant's Common Stock contained in
Registrant's registration statement on Form 8-A, filed July 20, 2000 pursuant to
Section 12(g) of the Exchange Act.

        In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, 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 filing of such
documents.


ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors, and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Act"). The Registrant's Restated
Certificate of Incorporation and Registrant's Bylaws provide for indemnification
of the Registrant's directors, officers, employees and other agents to the
extent and under the circumstances permitted by the Delaware General Corporation
Law. The registrant has also entered into agreements with our directors and
officers that will require the Registrant, among other things, to indemnify them
against certain liabilities that may arise by reason of their status or service
as directors or officers to the fullest extent not prohibited by law.


                                      II-1
<PAGE>   27

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        The shares of common stock to be sold under the Reoffer Prospectus have
been issued under the Vina Technologies, Inc. 1996 Stock Option/Stock Issuance
Plan and Vina Technologies, Inc. 1998 Stock Plan and were exempt from
registration under Rule 701 of the Securities Act of 1933, as amended.

ITEM 8. EXHIBITS.

        See Exhibit Index, which list of exhibits is incorporated herein by
reference.

ITEM 9. UNDERTAKINGS.

        A. The undersigned Registrant hereby undertakes:

                (1) To file, during any period in which offers or sales are
being made of the securities registered hereby, 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; and

                        (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)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

                (2) 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.

                (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, 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


                                      II-2
<PAGE>   28

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. 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 Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.


                                      II-3
<PAGE>   29

                                   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 Newark, State of California, on the 11th day of
August, 2000.

                                            VINA TECHNOLOGIES, INC.


                                            By    /s/ Steven M. Bauman
                                            ------------------------------------
                                                     Steven M. Bauman
                                                  Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
                   NAME                                             TITLE                                 DATE
                   ----                                             -----                                 ----
<S>                                           <C>                                                   <C>
           /s/ Steven M. Bauman               President and Chief Executive Officer (Principal      August 11, 2000
----------------------------------------               Executive Officer) and Director
             Steven M. Bauman


                                                                                                    August 11, 2000
                     *                         Vice President, Finance and Administration and
----------------------------------------      Chief Financial Officer (Principal Financial and
          Stanley E. Kazmierczak                             Accounting Officer)


                     *                                            Director                          August 11, 2000
----------------------------------------
             Jeffrey M. Drazan


                     *                                            Director                          August 11, 2000
----------------------------------------
              John F. Malone


                     *                                            Director                          August 11, 2000
----------------------------------------
             Frank J. Marshall


                     *                                            Director                          August 11, 2000
----------------------------------------
             Philip J. Quigley


                                                                  Director                          August 11, 2000
                     *
----------------------------------------
              Joshua W. Soske


                                                                  Director                          August 11, 2000
                     *
----------------------------------------
              W. Michael West


                                                                  Director                          August 11, 2000
*By:       /s/ Steven M. Bauman
----------------------------------------
             Steven M. Bauman
             Attorney-in-Fact
</TABLE>


<PAGE>   30


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
    EXHIBIT
      NO.                                     DESCRIPTION
    -------      -------------------------------------------------------------------
<S>              <C>
      5.1        Opinion regarding legality of the securities being offered.

     23.1        Independent Auditors' consent.

     23.2        Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).

     24.1        Powers of Attorney.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 87147}]
{"company-data": {"conformed-name": "VINA TECHNOLOGIES INC", "cik": "0001113428", "assigned-sic": "3661", "irs-number": "770432782", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43578", "film-number": "694339"}, "business-address": {"street1": "42709 LAWRENCE PLACE", "city": "FREMONT", "state": "CA", "zip": "94538", "phone": "5104920800"}, "mail-address": {"street1": "42709 LAWRENCE PLACE", "city": "FREMONT", "state": "CA", "zip": "94538"}}
1

    As filed with the Securities and Exchange Commission on August 11, 2000

                                                       Registration No. 333-____
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             VINA TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

                  DELAWARE                               77-0432782
       (State or other jurisdiction of                (I.R.S. Employer
       incorporation or organization)               Identification No.)

             39745 EUREKA DRIVE                            94560
                 NEWARK, CA                              (Zip Code)
            (Address of principal
             executive offices)

            Shares acquired upon exercise of options issued under the
            Vina Technologies, Inc. 1996 Stock Option/Stock Issuance
              Plan, and the Vina Technologies, Inc. 1998 Stock Plan
                            (Full title of the Plans)

              Steven M. Bauman                          Copy to:
           Chief Executive Officer
           VINA Technologies, Inc.                   Blair W. White
             39745 Eureka Drive              Pillsbury Madison & Sutro LLP
              Newark, CA 94560                       P.O. Box 7880
               (510) 492-0800                 San Francisco, CA 94120-7880
        (Name, address and telephone
        number of agent for service)

                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                           Amount To            Proposed             Proposed            Amount of
         Title of Securities                   Be           Maximum Offering     Maximum Aggregate     Registration
           To Be Registered              Registered(1)     Price Per Share(1)    Offering Price(1)          Fee
---------------------------------------  ---------------   -------------------  --------------------  ----------------
Common Stock, $.0001 par value               31,500             $13.9375             $439,031             $115.90
----------------------------------------------------------------------------------------------------------------------

======================================================================================================================
(1) Calculated only for purposes of this offering under Rule 457(c) under the
Securities Act of 1933, as amended (the "Securities Act"), on the basis of the
average of the high and low prices per share of Common Stock of VINA
Technologies, Inc. on the Nasdaq National Market on August 10, 2000.
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                EXPLANATORY NOTE

        Pursuant to General Instruction C of Form S-8, this Registration
Statement contains a prospectus meeting the requirements of Part I of Form S-3
relating to the reoffer by a certain individual of shares of common stock, par
value $.0001 per share, of VINA Technologies, Inc. acquired pursuant to the
exercise of options granted under the VINA Technologies, Inc. 1996 Stock
Option/Stock Issuance Plan and Vina Technologies, Inc. 1998 Stock Plan.
3

REOFFER PROSPECTUS

                                  31,500 SHARES

                             VINA TECHNOLOGIES, INC.

                                  COMMON STOCK

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

        This Reoffer Prospectus relates to 31,500 shares of our common stock
that may be sold by the stockholder named in this prospectus.

        Our common stock is traded on the Nasdaq National Market under the
symbol VINA. The last reported sale price of our common stock on the Nasdaq
National Market on August 10, 2000 was $13.50 per share.

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

        INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
CAREFULLY READ AND CONSIDER THE "RISK FACTORS" BEGINNING ON PAGE 3.

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

        Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

                 THE DATE OF THIS PROSPECTUS IS AUGUST 11, 2000.
4

                             VINA TECHNOLOGIES, INC.

        We develop and market telecommunications equipment that enables service
providers to deliver multiple voice and data services over a single high-speed
line. Our products, known as multiservice broadband access products, support
both prevailing communications networks and emerging asynchronous transfer mode
and internet protocol networks. Asynchronous transfer mode and Internet protocol
networks are packet-based networks that transmit voice and data in small bundles
or packets and are substantially more efficient than prevailing circuit-based
networks that transmit voice and data over dedicated circuits. Our products
enable our service provider customers to migrate cost-effectively to these
emerging packet-based networks. In addition, they facilitate remote upgrades and
service provisioning. By bundling voice and data services, we believe that our
products decrease network access equipment costs and operating expenses for our
service provider customers. Our products also create additional revenue
opportunities for service providers by allowing them to deliver enhanced
services. These services include local and long distance voice and high-speed
data services such as Internet access.

        We sell our products to competitive local exchange carriers and
incumbent local exchange carriers through our sales force and value added
resellers and as an original equipment manufacturer. Our original equipment
manufacturer and largest service provider customers include Lucent Technologies,
PairGain Technologies, Allegiance Telecom and Gabriel Communications.

        Many service providers are seeking to address capacity constraints and
network complexity resulting from the rapid growth of Internet traffic in the
telecommunications network connection between the end user and the service
provider. We refer to this connection as the first mile. Service providers are
also seeking to protect their investment in existing network equipment while
migrating economically to packet-based networks. We offer a family of products
that allow service providers to deliver cost-effectively a suite of bundled
voice and data services over a reduced number of network connections. We believe
that our products offer service providers:

        - Defined Network Migration Path. Service providers are deploying
          packet-based networks to efficiently accommodate increased data
          traffic. By supporting both circuit-based and packet-based networks,
          our products protect service providers' existing network investments
          and offer them a simple migration path to emerging networks.

        - Reduced Network Complexity and Operating Costs. We combine multiple
          communications products into a single product to reduce the operating
          costs and the complexity of delivering bundled voice and data
          services.

        - Increased Value Added Services. Our products allow service providers
          to enhance revenue from their existing customer base by selling
          additional software-enabled services.

                                      -1-
5

        - Ease of Deployment. Our products incorporate a software-based
          management system which facilitates installation, use, remote
          management and service provisioning.

        - Robust Service Platform. Our products provide telecommunications grade
          quality and reliability and are adaptable to technologies and
          standards for the first mile.

        We introduced our first product, the TI Integrator, in March 1997 and
subsequently introduced the HDSL Integrator. We believe these were the first
multiservice broadband access products to integrate voice, data, video and
Internet services over a single broadband communications line. Our Multiservice
Xchange platform, introduced in May 1999, enables service providers to deliver
all of these broadband services and offers them a migration path from
circuit-based to packet-based networks. The Multiservice Xchange is our first
product that supports both domestic and international transmission standards.

        We were incorporated in California in June 1996 as Vina Technologies,
Inc. In June 2000, we reincorporated in Delaware under the name VINA
Technologies, Inc. We have a limited operating history and we have not reported
an operating profit for any year since our inception. We expect our net losses
to continue for the foreseeable future.

        Our principal executive offices are located at 39745 Eureka Drive,
Newark, California 94560. Our telephone number is (510) 492-0800. Our website
address is www.vina-tech.com. Information on our website does not constitute
part of this prospectus.

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

        You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. The selling stockholder is offering to sell, and
seeking offers to buy, shares of common stock only in jurisdictions where offers
and sales are permitted. The information contained in this prospectus is
accurate only as of the date of this prospectus, regardless of the time of
delivery of this prospectus or of any sale of the common stock.

                                      -2-
6

                                  RISK FACTORS

        You should carefully consider the risks described below, together with
all of the other information set forth in this prospectus, before making a
decision to buy our common stock.

BECAUSE WE HAVE A LIMITED OPERATING HISTORY AND OPERATE IN A NEW AND RAPIDLY
EVOLVING TELECOMMUNICATIONS MARKET, YOU MAY HAVE DIFFICULTY ASSESSING OUR
BUSINESS AND PREDICTING OUR FUTURE FINANCIAL RESULTS.

        We were incorporated in June 1996 and did not begin shipping our
products until March 1997. Due to our limited operating history, it is difficult
or impossible for us to predict our future results of operations.

WE HAVE A HISTORY OF LOSSES, WE EXPECT FUTURE LOSSES, AND WE MAY NOT BE ABLE TO
GENERATE SUFFICIENT NET REVENUE IN THE FUTURE TO ACHIEVE OR SUSTAIN
PROFITABILITY.

        We have incurred significant losses since inception and expect that our
net losses and negative cash flow from operations will continue for the
foreseeable future. We incurred net losses of approximately $4.3 million in
1997, $8.0 million in 1998, $17.1 million in 1999 and $19.5 million for the six
months ended June 30, 2000. As of June 30, 2000, we had an accumulated deficit
of approximately $49.7 million. To achieve profitability, we will need to
generate and sustain substantially higher revenue while maintaining reasonable
cost and expense levels. We have large fixed expenses and expect to continue to
incur significant and increasing expenses for research and development, sales
and marketing, customer support, developing direct sales and distribution
channels, and general and administrative expenses.

WE RELY ON A SMALL NUMBER OF TELECOMMUNICATIONS CUSTOMERS FOR SUBSTANTIAL
PORTIONS OF OUR NET REVENUES. IF WE LOSE ONE OF OUR CUSTOMERS OR EXPERIENCE A
DELAY OR CANCELLATION OF A SIGNIFICANT ORDER OR A DECREASE IN THE LEVEL OF
PURCHASES FROM ANY OF OUR CUSTOMERS, OUR NET REVENUE COULD DECLINE AND OUR
OPERATING RESULTS AND BUSINESS COULD BE HARMED.

        We derive almost all of our net revenue from direct sales to a small
number of telecommunications customers and our indirect sales through our major
original equipment manufacturer, or OEM, customers that sell and market our
products. If we lose one of our customers or experience a delay or cancellation
of a significant order or a decrease in the level of purchases from any of our
customers, our net revenue could decline and our operating results and business
could be harmed. Sales through our most significant OEM customer, Lucent
Technologies, accounted for approximately 46% of our net revenue for the year
ended December 31, 1999 and approximately 37% of our net revenue for the six
months ended June 30, 2000. Our five largest customers, including Lucent,
accounted for approximately 80% of our net revenue in 1999 and approximately 81%
for the six months ended June 30, 2000. Sales to Lucent, Gabriel Communications
and PairGain Technologies accounted for 37%, 17% and 12% of our net revenue for
the six months ended June 30, 2000. We expect that the telecommunications
industry will continue to experience consolidation. If any of our customers is
acquired by a company that is one of our competitors' customers, we may lose its
business. In addition, if one of our OEM customers is acquired, we could lose
that customer. For example, PairGain, one of our OEM customers, was recently
acquired by ADC Telecommunications.

                                      -3-
7

        Also, the ultimate business success of our direct service provider
customers, our OEM customers and value added resellers, or VARs, and our
indirect customers who purchase our products through OEM customers and VARs,
could affect the demand for our products. In addition, any difficulty in
collecting amounts due from one or more of our key customers could harm our
operating results and financial condition. If any of these events occur, our net
revenue could decline and our operating results and business could be harmed.

OUR NET REVENUE COULD DECLINE SIGNIFICANTLY IF OUR RELATIONSHIPS WITH OUR MAJOR
OEM CUSTOMERS DETERIORATE.

        A significant portion of our net revenue is derived from sales to our
major OEM customers. Our agreements with our OEM customers are not exclusive and
do not contain minimum volume commitments. Our OEM agreement with Lucent expires
in May 2002. Lucent may terminate the agreement earlier upon 60 days' notice. At
any time or after a short period of notice, our OEM customers could elect to
cease marketing and selling our products. They may so elect for a number of
reasons, including the acquisition by an OEM customer of one or more of our
competitors or their technologies, or because one or more of our competitors
introduces superior or more cost-effective products. In addition, we intend to
develop and market new products that may compete directly with the products of
our OEM customers, which may also harm our relationships with these customers.
Our existing relationships with our OEM customers could make it harder for us to
establish similar relationships with our OEM customers' competitors. Any loss,
reduction, delay or cancellation in expected sales to any of our OEM customers,
or our inability to establish similar relationships with new OEM customers in
the future, would hurt our business and our ability to increase revenues and
could cause our quarterly results to fluctuate significantly.

THE TELECOMMUNICATIONS INDUSTRY IS CHARACTERIZED BY RAPIDLY CHANGING
TECHNOLOGIES. IF WE ARE UNABLE TO DEVELOP AND MAINTAIN STRATEGIC RELATIONSHIPS
WITH VENDORS OF EMERGING TECHNOLOGIES, WE MAY NOT BE ABLE TO MEET THE CHANGING
NEEDS OF OUR CUSTOMERS.

        Our success will depend on our ability to develop and maintain strategic
relationships with vendors of emerging technologies such as Copper Mountain,
Jetstream and Tachion. We depend on these relationships for access to
information on technical developments and specifications that we need to develop
our products. We also may not be able to predict which existing or potential
partners will develop leading technologies or industry standards. We may not be
able to maintain or develop strategic relationships or replace strategic
partners that we lose. If we fail to develop or maintain strategic relationships
with companies that develop necessary technologies or create industry standards,
our products could become obsolete. We could also be at a competitive
disadvantage in attempting to negotiate relationships with those potential
partners in the future. In addition, if any strategic partner breaches or
terminates its relationship with us, we may not be able to sustain or grow our
business.

                                      -4-
8

OUR FAILURE TO ENHANCE OUR EXISTING PRODUCTS OR DEVELOP AND INTRODUCE NEW
PRODUCTS THAT MEET CHANGING CUSTOMER REQUIREMENTS AND TECHNOLOGICAL ADVANCES
WOULD LIMIT OUR ABILITY TO SELL OUR PRODUCTS.

        Our ability to increase net revenue will depend significantly on whether
we are able to anticipate or adapt to rapid technological innovation in the
telecommunication industry and to offer, on a timely and cost-effective basis,
products that meet changing customer demands and industry standards. If the
standards adopted are different from those which we have chosen to support,
market acceptance of our products may be significantly reduced or delayed.

        Developing new or enhanced products is a complex and uncertain process
and we may not have sufficient resources to successfully and accurately
anticipate technological and market trends, or to successfully manage long
development cycles. We must manage the transition from our older products to new
or enhanced products to minimize disruption in customer ordering patterns and
ensure that adequate supplies of new products are available for delivery to meet
anticipated customer demand. Any significant delay or failure to release new
products or product enhancements on a timely and cost effective basis could harm
our reputation and customer relationships, provide a competitor with a
first-to-market opportunity or allow a competitor to achieve greater market
share.

TELECOMMUNICATIONS NETWORKS ARE COMPRISED OF MULTIPLE HARDWARE AND SOFTWARE
PRODUCTS FROM MULTIPLE VENDORS. IF OUR PRODUCTS ARE NOT COMPATIBLE WITH OTHER
COMPANIES' PRODUCTS WITHIN OUR CUSTOMERS' NETWORKS, ORDERS WILL BE DELAYED OR
CANCELLED AND SUBSTANTIAL PRODUCT RETURNS COULD OCCUR.

        Many of our customers require that our products be designed to work with
their existing networks, each of which may have different specifications and
utilize multiple protocols that govern the way devices on the network
communicate with each other. Our customers' networks may contain multiple
generations of products from different vendors that have been added over time as
their networks have grown and evolved. Our products may be required to work with
these products as well as with future products in order to meet our customers'
requirements. In some cases, we may be required to modify our product designs to
achieve a sale, which may result in a longer sales cycle, increased research and
development expense, and reduced operating margins. If our products are not
compatible with existing equipment in our customers' networks, whether open or
proprietary, installations could be delayed, orders for our products could be
cancelled or our products could be returned.

IF WE FAIL TO WIN CONTRACTS AT THE BEGINNING OF OUR TELECOMMUNICATIONS
CUSTOMERS' DEPLOYMENT CYCLES, WE MAY NOT BE ABLE TO SELL PRODUCTS TO THOSE
CUSTOMERS FOR AN EXTENDED PERIOD OF TIME, WHICH COULD INHIBIT OUR GROWTH.

        Our existing and potential telecommunications customers generally select
a limited number of suppliers at the beginning of a deployment cycle. As a
result, if we are not selected as one of these suppliers, we may not have an
opportunity to sell products to that customer until its next purchase cycle,
which may be an extended period of time. In addition, if we fail to win
contracts from existing and potential customers that are at an early stage in
their design cycle, our ability to sell products to these customers in the
future may be adversely affected because

                                      -5-
9

they may prefer to continue purchasing products from their existing vendor.
Since we rely on a small number of customers for the majority of our sales, our
failure to capitalize on limited opportunities to win contracts with these
customers would severely harm us.

SINCE THE TELECOMMUNICATIONS INDUSTRY IS CHARACTERIZED BY LARGE PURCHASE ORDERS
PLACED ON AN IRREGULAR BASIS, IT IS DIFFICULT TO ACCURATELY FORECAST THE TIMING
AND SIZE OF ORDERS. ACCORDINGLY, OUR REVENUE AND OPERATING RESULTS MAY VARY
SIGNIFICANTLY AND UNEXPECTEDLY FROM QUARTER TO QUARTER.

        We may receive purchase orders for significant dollar amounts on an
irregular basis depending upon the timing of our customers' network deployment
and sales and marketing efforts. Because orders we receive may have short lead
times, we may not have sufficient inventory to fulfill these orders, and we may
incur significant costs in attempting to expedite and fulfill these orders. In
addition, orders expected in one quarter could shift to another because of the
timing of our customers' purchase decisions and order reductions or
cancellations. Under our OEM agreements, our OEM customers have the right to
delay previously-placed orders for any reason. The time required for our
customers to incorporate our products into their own can vary significantly and
generally exceeds several months, which further complicates our planning
processes and reduces the predictability of our operating results. Accordingly,
our revenue and operating results may vary significantly and unexpectedly from
quarter to quarter.

        Our customers have in the past built, and may in the future build,
significant inventory in order to facilitate more rapid deployment of
anticipated major projects or for other reasons. After building a significant
inventory of our products, these parties may be faced with delays in these
anticipated major projects for various reasons. As a result, these customers may
be required to maintain a significant inventory of our products for longer
periods than they originally anticipated, which would reduce further purchases.
These reductions, in turn, could cause fluctuations in our future results of
operations and severely harm our business and financial condition.

SINCE THE SALES CYCLE FOR OUR PRODUCTS IS TYPICALLY LONG AND UNPREDICTABLE, WE
HAVE DIFFICULTY PREDICTING FUTURE REVENUES AND OUR REVENUE AND OPERATING RESULTS
MAY FLUCTUATE SIGNIFICANTLY.

        A customer's decision to purchase our products often involves a
significant commitment of its resources and a lengthy evaluation and product
qualification process. Our sales cycle typically lasts from nine months to one
year. As a result, we may incur substantial sales and marketing expenses and
expend significant management effort without any assurance of a sale. A long
sales cycle also subjects us to other risks, including customers' budgetary
constraints, internal acceptance reviews and order reductions or cancellations.
Even after deciding to purchase our products, our customers often deploy our
products slowly.

WE HAVE A LIMITED ORDER BACKLOG. IF WE DO NOT OBTAIN SUBSTANTIAL ORDERS IN A
QUARTER, WE MAY NOT MEET OUR REVENUE OBJECTIVES FOR THAT QUARTER.

        Since inception, our order backlog at the beginning of each quarter has
not been significant, and we expect this trend to continue for the foreseeable
future. Accordingly, we

                                      -6-
10

must obtain substantial additional orders in a quarter for shipments in that
quarter to achieve our revenue objectives. Our sales agreements allow purchasers
to delay scheduled delivery dates without penalty. Our customer purchase orders
also allow purchasers to cancel orders within negotiated time frames without
significant penalty. In addition, due in part to factors such as the timing of
product release dates, purchase orders and product availability, significant
volume shipments of our products could occur near the end of our fiscal
quarters. If we fail to ship products by the end of a quarter, our operating
results would be adversely affected for that quarter.

WE DEPEND UPON A SINGLE CONTRACTOR TO MANUFACTURE OUR PRODUCTS. TERMINATION OF
THIS RELATIONSHIP WOULD IMPOSE SIGNIFICANT COSTS ON US AND COULD HARM OR
INTERFERE WITH OUR ABILITY TO MEET SCHEDULED PRODUCT DELIVERIES.

        We do not have internal manufacturing capabilities. We have relied on a
sole manufacturer, PCB Assembly, Inc., to build our products. PCB Assembly was
recently acquired by Flextronics International Limited. Although our contract
remains in effect, Flextronics may cancel it on 60 days' notice and is not
obligated to supply products to us for any specific period, in any specific
quantity or at any specific price, except as may be provided in a particular
purchase order. Our reliance on Flextronics involves a number of risks,
including the lack of operating history between us and Flextronics, the absence
of control over our manufacturing capacity, the unavailability of, or
interruptions in, access to process technologies and reduced control over
component availability, delivery schedules, manufacturing yields and costs. We
are currently evaluating Flextronics' ability to manufacture our products in
required volumes. If we decide that Flextronics is unable to meet our needs, we
will have to identify and qualify one or more acceptable alternative
manufacturers, which could result in substantial manufacturing delays and cause
us to incur significant costs. It is possible that an alternate source may not
be available to us when needed or be in a position to satisfy our production
requirements at acceptable prices and quality. Any significant interruption in
manufacturing would harm our ability to meet our scheduled product deliveries to
our customers, harm our reputation and could cause the loss of existing or
potential customers, any of which could seriously harm our business and
operating results.

WE DEPEND ON SOLE SOURCE AND LIMITED SOURCE SUPPLIERS FOR KEY COMPONENTS. IF WE
ARE UNABLE TO BUY COMPONENTS ON A TIMELY BASIS, WE WILL NOT BE ABLE TO DELIVER
OUR PRODUCTS TO OUR CUSTOMERS ON TIME WHICH COULD CAUSE US TO LOSE CUSTOMERS. IF
WE PURCHASE EXCESS COMPONENTS TO REDUCE THIS RISK, WE MAY INCUR SIGNIFICANT
INVENTORY COSTS.

        We obtain several of the key components used in our products, including
interface circuits, microprocessors, digital signal processors, digital
subscriber line modules and flash memory, from single or limited sources of
supply. We have encountered, and expect in the future to encounter, difficulty
in obtaining these components from our suppliers. As recently as the fourth
quarter of 1999, we experienced a severe shortage of components, particularly
subscriber line interface circuits, which jeopardized our ability to deliver our
products in a timely fashion. We purchase most components on a purchase order
basis and we do not have guaranteed supply arrangements with most of our key
suppliers. Financial or other difficulties faced by our suppliers or significant
changes in demand for these components could limit the availability of these
components to us at acceptable prices and on a timely basis, if at all. Any

                                      -7-
11

interruption or delay in the supply of any of these components, or our inability
to obtain these components from alternate sources at acceptable prices and
within a reasonable amount of time, would limit our ability to meet scheduled
product deliveries to our customers or force us to reengineer our products,
which may hurt our gross margins and our ability to deliver products on a timely
basis, if at all. A substantial period of time could be required before we would
begin receiving adequate supplies from alternative suppliers, if available. In
addition, qualifying additional suppliers is time consuming and expensive and
exposes us to potential supplier production difficulties or quality variations.

IF WE DO NOT PREDICT OUR MANUFACTURING REQUIREMENTS ACCURATELY, WE COULD INCUR
ADDITIONAL COSTS AND SUFFER MANUFACTURING DELAYS.

        We currently provide forecasts of our demand to our contract
manufacturer 12 months prior to scheduled delivery of products to our customers.
Lead times for the materials and components that we order vary significantly and
depend on numerous factors, including the specific supplier, contract terms and
demand for a component at a given time. If we overestimate our component
requirements, our contract manufacturer may purchase excess inventory. For those
parts that are unique to our products, we could be required to pay for these
excess parts and recognize related inventory write-down costs. If we
underestimate our requirements, our contract manufacturer may have an inadequate
inventory, which could interrupt manufacturing of our products and result in
delays in shipments and revenue.

THE COMPETITION FOR QUALIFIED PERSONNEL IS PARTICULARLY INTENSE IN OUR INDUSTRY
AND IN NORTHERN CALIFORNIA. IF WE ARE UNABLE TO ATTRACT AND RETAIN KEY
PERSONNEL, WE MAY NOT BE ABLE TO SUSTAIN OR GROW OUR BUSINESS.

        Our success depends to a significant degree upon the continued
contributions of the principal members of our sales, marketing, engineering and
management personnel, many of whom would be difficult to replace. None of our
officers or key employees is bound by an employment agreement for any specific
term, and we do not have "key person" life insurance policies covering any of
our employees. The competition for qualified personnel is particularly intense
in our industry and in Northern California, where there is a high concentration
of established and emerging growth technology companies. This competition makes
it more difficult to retain our key personnel and to recruit new highly
qualified personnel. To attract and retain qualified personnel, we may be
required to grant large option or other stock-based incentive awards, which may
be highly dilutive to existing stockholders. We may also be required to pay
significant base salaries and cash bonuses to attract and retain these
individuals, which payments could harm our operating results. In particular, we
have experienced difficulty in hiring software and system test engineers and
engineers with voice and data experience. We believe that we will continue to
experience difficulty in recruiting and retaining qualified personnel in the
future. If we are not able to attract and retain the necessary personnel, we
could face delays in developing our products and implementing our sales and
marketing plans, and we may not be able to grow our business.

                                      -8-
12

WE PLAN TO INVEST A SIGNIFICANT AMOUNT OF OUR RESOURCES TO FUND THE DEVELOPMENT,
MARKETING AND SALE OF OUR PRODUCTS; HOWEVER, IF WE ARE UNABLE TO EXPAND OUR
SALES AND MARKETING OPERATIONS, WE WILL NOT BE ABLE TO ACHIEVE BRAND AWARENESS
FOR OUR PRODUCTS AND GENERATE ADDITIONAL SALES.

        We plan to increase significantly our operating expenses to fund greater
levels of research and development, expand our sales and marketing operations,
broaden our customer support capabilities and develop new distribution channels.
We also plan to expand our general and administrative capabilities to address
the demands resulting from this offering and the expected continued growth of
our business. Our operating expenses are largely based on anticipated personnel
requirements and revenue trends, and a high percentage of our expenses are, and
will continue to be, fixed. In addition, we may be required to spend more for
research and development than originally budgeted in order to respond to
industry trends. As a result, any delay in generating or recognizing revenue
could cause significant variations in our operating results from quarter to
quarter and could result in substantial operating losses.

WE HAVE RAPIDLY AND SIGNIFICANTLY EXPANDED OUR OPERATIONS IN RECENT PERIODS. OUR
BUSINESS WILL BE HARMED IF WE FAIL TO MANAGE EFFECTIVELY THE GROWTH OF OUR
OPERATIONS.

        We have rapidly and significantly expanded our operations in recent
periods. This expansion significantly strains our managerial, operational and
financial resources. Some of our senior management personnel joined us within
the last 12 months. Our President, Vice President of Finance and Administration,
Vice President of Marketing, Vice President of Operations, Vice President of
Human Resources and Vice President of Sales have all joined us since June 1999.
To manage the expected growth of our operations and personnel, we will be
required to:

        - improve existing and implement new operational, financial and
          management controls, reporting systems and procedures; hire, train,
          motivate and manage additional qualified personnel; expand access to
          additional manufacturing capacity;

        - effectively manage multiple relationships with our customers,
          suppliers, distributors and other third parties; and

        - coordinate our domestic and international operations and establish the
          necessary infrastructure to implement our international strategy.

        If we are not able to manage the growth of our operations in an
efficient and timely manner, our business will be severely harmed.

WE RECENTLY MOVED OUR HEADQUARTERS TO NEW FACILITIES. IF WE FAIL TO PROPERLY
MANAGE OUR RELOCATION INTO THESE NEW FACILITIES THERE COULD BE A DISRUPTION IN
OUR OPERATIONS.

        On August 1, 2000, we relocated to new facilities under a seven-year
lease in Newark, California. Relocating our employees could cause temporary
disruptions in our operations and divert management's attention, due to factors
such as computer network reconfigurations and telephone and customer service
transitions.

                                      -9-
13

THE TELECOMMUNICATIONS MARKET IS BECOMING INCREASINGLY GLOBAL. WHILE WE PLAN TO
EXPAND INTERNALLY, WE HAVE LIMITED EXPERIENCE OPERATING IN INTERNATIONAL
MARKETS. IN OUR EFFORTS TO EXPAND INTERNATIONALLY, WE COULD BECOME SUBJECT TO
NEW RISKS WHICH COULD HAMPER OUR ABILITY TO ESTABLISH AND MANAGE OUR
INTERNATIONAL OPERATIONS.

        We have sales and customer support personnel in the United Kingdom and
have initiated distribution relationships covering Germany, France, Australia
and New Zealand. We intend to further expand our international operations and
enter new markets. This expansion will require significant management attention
and financial resources. We have limited experience in marketing and
distributing our products internationally and in developing versions of our
products that comply with local standards. In addition, our international
operations will be subject to other inherent risks, including:

        - the failure to adopt regulatory changes that facilitate the
          provisioning of competitive communications services; difficulties
          adhering to international protocol standards; expenses associated with
          customizing products for other countries; protectionist laws and
          business practices that favor local competition;

        - reduced protection for intellectual property rights in some countries;
          difficulties enforcing agreements through other legal systems and in
          complying with foreign laws; fluctuations in currency exchange rates;
          political and economic instability; and import or export licensing
          requirements.

OUR PRODUCTS REQUIRE SUBSTANTIAL INVESTMENT OVER A LONG PRODUCT DEVELOPMENT
CYCLE, AND WE MAY NOT REALIZE ANY RETURN ON OUR INVESTMENT.

        The development of new or enhanced products is a complex and uncertain
process. We and our OEM manufacturers have in the past and may in the future
experience design, manufacturing, marketing and other difficulties that could
delay or prevent the development, introduction or marketing of new products and
enhancements. For example, we recently experienced delays in availability of our
DSL el-ink products. Development costs and expenses are incurred before we
generate any revenues from sales of products resulting from these efforts. Our
total research and development expenses were approximately $1.9 million in 1997,
$4.2 million in 1998, $6.7 million in 1999 and $5.2 million for the six months
ended June 30, 2000. We intend to continue to incur substantial research and
development expenses, which could have a negative impact on our earnings in
future periods.

IF OUR PRODUCTS CONTAIN UNDETECTED SOFTWARE OR HARDWARE ERRORS, WE COULD INCUR
SIGNIFICANT UNEXPECTED EXPENSES, EXPERIENCE PRODUCT RETURNS AND LOST SALES AND
BE SUBJECT TO PRODUCT LIABILITY CLAIMS.

        Our products are highly technical and are designed to be deployed in
very large and complex networks. While our products have been tested, because of
their nature, they can only be fully tested when deployed in networks that
generate high amounts of voice or data traffic. Because of our short operating
history, our products have not yet been broadly deployed. Consequently, our
customers may discover errors or defects in our products after they have been
broadly deployed. In addition, our customers may use our products in conjunction
with products

                                      -10-
14

from other vendors. As a result, when problems occur, it may be difficult to
identify the source of the problem. Any defects or errors in our products
discovered in the future, or failures of our customers' networks, whether caused
by our products or another vendor's products, could result in loss of customers
or decrease in revenue and market share.

        We may be subject to significant liability claims because our products
are used in connection with critical communications services. Our agreements
with customers typically contain provisions intended to limit our exposure to
liability claims. However, these limitations may not preclude all potential
claims resulting from a defect in one of our products. Liability claims could
require us to spend significant time and money in litigation or to pay
significant damages. Any of these claims, whether or not successful, could
seriously damage our reputation and business.

THE COMPLEX NATURE OF OUR TELECOMMUNICATIONS PRODUCTS REQUIRES US TO PROVIDE OUR
CUSTOMERS WITH A HIGH LEVEL OF SERVICE AND SUPPORT BY HIGHLY TRAINED PERSONNEL.
IF WE DO NOT EXPAND OUR CUSTOMER SERVICE AND SUPPORT ORGANIZATION, WE WILL NOT
BE ABLE TO MEET OUR CUSTOMERS' DEMANDS.

        We currently have a small customer service and support organization, and
we will need to increase these resources to support any increase in the needs of
our existing and new customers. Hiring customer service and support personnel in
our industry is very competitive due to the limited number of people available
with the necessary technical skills and understanding of our technologies. We
currently plan to use Timeplex, Inc. to install and maintain our products,
including in connection with our planned international expansion, when our
customers request these services. Our agreement with Timeplex expires in August
2001, and may be terminated earlier upon 60 days' notice. If our relationship
with Timeplex ends, we may be unable to find a replacement or to establish the
necessary capabilities internally. If we are unable to expand or maintain our
customer service and support organization, or if Timeplex fails to install or
maintain our products appropriately, our customers may become dissatisfied and
we could lose customers and our reputation could be harmed. A reputation for
poor service would prevent us from increasing sales to existing or new
customers.

WE RELY ON A COMBINATION OF PATENT, COPYRIGHT, TRADEMARK AND TRADE SECRET LAWS,
AS WELL AS CONFIDENTIALITY AGREEMENTS AND LICENSING ARRANGEMENTS, TO ESTABLISH
AND PROTECT OUR PROPRIETARY RIGHTS. FAILURE TO PROTECT OUR INTELLECTUAL PROPERTY
WILL LIMIT OUR ABILITY TO COMPETE AND RESULT IN A LOSS OF A COMPETITIVE
ADVANTAGE AND DECREASED REVENUE.

        Our success and ability to compete depend substantially on our
proprietary technology. Any infringement of our proprietary rights could result
in significant litigation costs, and any failure to adequately protect our
proprietary rights could result in our competitors offering similar products,
potentially resulting in loss of a competitive advantage and decreased revenue.
We presently have three U.S. patent applications pending, but no issued patents.
Despite our efforts to protect our proprietary rights, existing copyright,
trademark and trade secret laws afford only limited protection. In addition, the
laws of many foreign countries do not protect our proprietary rights to the same
extent as do the laws of the United States. Attempts may be made to copy or
reverse engineer aspects of our products or to obtain and use information that
we regard as proprietary. Accordingly, we may not be able to protect our
proprietary rights against

                                      -11-
15

unauthorized third party copying or use. Furthermore, policing the unauthorized
use of our products is difficult. Litigation may be necessary in the future to
enforce our intellectual property rights, to protect our trade secrets or to
determine the validity and scope of the proprietary rights of others. This
litigation could result in substantial costs and diversion of resources and may
not ultimately be successful.

WE MAY BE SUBJECT TO INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS THAT ARE COSTLY
TO DEFEND AND COULD LIMIT OUR ABILITY TO USE SOME TECHNOLOGIES IN THE FUTURE.

        Our industry is characterized by frequent intellectual property
litigation based on allegations of infringement of intellectual property rights.
From time to time, third parties have asserted, and may assert in the future,
patent, copyright, trademark and other intellectual property rights to
technologies or rights that are important to our business. For example, we
recently received letters from Sonoma Systems alleging that one of our products
infringes a patent owned by Sonoma Systems and inviting us to discuss licensing
their patent. In addition, our agreements may require that we indemnify our
customers for any expenses or liabilities resulting from claimed infringements
of patents, trademarks or copyrights of third parties. Any claims asserting that
our products infringe or may infringe the proprietary rights of third parties,
with or without merit, could be time-consuming, resulting in costly litigation
and diverting the efforts of our technical and management personnel. These
claims could cause us to stop selling, incorporating or using our products that
use the challenged intellectual property and could also result in product
shipment delays or require us to redesign or modify our products or enter into
licensing agreements. These licensing agreements, if required, would increase
our product costs and may not be available on terms acceptable to us, if at all.

IF NECESSARY LICENSES OF THIRD-PARTY TECHNOLOGY ARE NOT AVAILABLE TO US OR ARE
VERY EXPENSIVE, WE MAY BE UNABLE TO DEVELOP NEW PRODUCTS OR PRODUCT
ENHANCEMENTS.

        From time to time we may be required to license technology from third
parties to develop new products or product enhancements. These third-party
licenses may not be available to us on commercially reasonable terms, if at all.
Our inability to obtain necessary third-party licenses may force us to obtain
substitute technology of lower quality or performance standards or at greater
cost, any of which could seriously harm the competitiveness of our products.

BECAUSE OUR HEADQUARTERS ARE LOCATED IN NORTHERN CALIFORNIA, WHICH IS A REGION
CONTAINING ACTIVE EARTHQUAKE FAULTS, IF A NATURAL DISASTER OCCURS, OUR BUSINESS
COULD BE SHUT DOWN OR SEVERELY IMPACTED.

        Our business and operations depend on the extent to which our facility
and products are protected against damage from fire, earthquakes, power loss and
similar events. Despite precautions taken by us, a natural disaster or other
unanticipated problem could, among other things, hinder our research and
development efforts, delay the shipment of our products and affect our ability
to receive and fulfill orders. For example, since we conduct all of our final
assembly and tests in one location, any fire or other disaster at the assembly
facility would severely harm our business.

                                      -12-
16

        RISKS ASSOCIATED WITH THE MULTISERVICE BROADBAND ACCESS INDUSTRY

INTENSE COMPETITION IN THE MARKET FOR OUR TELECOMMUNICATIONS PRODUCTS COULD
PREVENT US FROM INCREASING OR SUSTAINING OUR REVENUE AND PREVENT US FROM
ACHIEVING OR SUSTAINING PROFITABILITY.

        The market for multiservice broadband access products is highly
competitive. We compete directly with numerous companies, including Accelerated
Networks, ADTRAN, Carrier Access, Cisco Systems, Efficient Networks, Lucent
Technologies, Nortel Networks and Sonoma Systems. Many of our current and
potential competitors have longer operating histories, greater name recognition,
significantly greater selling and marketing, technical, manufacturing,
financial, customer support, professional services and other resources,
including vendor-sponsored financing programs. As a result, these competitors
are able to devote greater resources to the development, promotion, sale and
support of their products to leverage their customer bases and broaden product
offerings to gain market share. In addition, our competitors may foresee the
course of market developments more accurately than we do and could develop new
technologies that compete with our products or even Tender our products
obsolete. We may not have sufficient resources to continue to make the
investments or achieve the technological advances necessary to compete
successfully with existing or new competitors. In addition, due to the rapidly
evolving markets in which we compete, additional competitors with significant
market presence and financial resources, including other large
telecommunications equipment manufacturers, may enter our markets, thereby
further intensifying competition. we rely on only a few OEM customers for a
substantial portion of OUT revenues, any loss of sales to these OEM customers
would seriously harm our business, financial condition and results of
operations.

        We believe that our existing OEM customers continuously evaluate whether
to offer their own multiservice broadband access devices. If any of our OEM
customers decide to internally design and sell their own multiservice broadband
access devices, or acquire one or more of our competitors or their broadband
access technologies, it could eliminate or substantially reduce its purchases of
our products. In addition, our current growth may cause some OEM customers to
view us as greater competition. Our OEM relationships could also be harmed as we
develop and market new products that may compete directly with the products of
our OEM customers. We cannot assure you that any of our OEM customers will
continue to rely, or expand their reliance, on us as an external source of
supply for their multiservice broadband access devices. Because we rely on only
a few OEM customers for a substantial portion of our revenues, any loss of sales
to these OEM customers would seriously harm our business, financial condition
and results of operations.

BECAUSE OUR INDUSTRY IS CHARACTERIZED BY CONSOLIDATION, WE COULD POTENTIALLY
LOSE CUSTOMERS, WHICH WOULD HARM OUR BUSINESS.

        The markets in which we compete are characterized by increasing
consolidation, as exemplified by the recent or pending acquisitions of Promatory
Communications by Nortel Networks, FlowPoint by Efficient Networks, PairGain
Technologies by ADC Telecommunications and Newbridge Networks by Alcatel. We
cannot predict how industry consolidation will affect our competitors and we may
not be able to compete successfully in an increasingly consolidated industry.

                                      -13-
17

OUR PRODUCTS ARE SUBJECT TO PRICE REDUCTION AND MARGIN PRESSURES. IF OUR AVERAGE
SELLING PRICES DECLINE AND WE FAIL TO OFFSET THAT DECLINE THROUGH COST
REDUCTIONS, OUR GROSS MARGINS AND POTENTIAL PROFITABILITY WOULD BE SERIOUSLY
HARMED.

        In the past, competitive pressures have forced us to reduce the prices
of our products. In the second quarter of 1999, we reduced the price of our TI
Integrator product in response to competition, which reduced our gross margins
in subsequent periods. We expect similar price reductions to occur in the future
in response to competitive pressures. In addition, our average selling prices
decline when we negotiate volume price discounts with customers and utilize
indirect distribution channels. If our average selling prices decline and we
fail to offset that decline through cost reductions, our gross margins and
potential profitability would be seriously harmed.

SALES OF OUR PRODUCTS DEPEND ON THE WIDESPREAD ADOPTION OF MULTISERVICE
BROADBAND ACCESS SERVICES AND IF THE DEMAND FOR MULTISERVICE BROADBAND ACCESS
SERVICES DOES NOT DEVELOP, THEN OUR RESULTS OF OPERATIONS AND FINANCIAL
CONDITION WOULD BE HARMED.

        Our business will be harmed if the demand for multiservice broadband
access services does not increase as rapidly as we anticipate, or if our
customers' multiservice broadband access service offerings are not well received
in the marketplace. Critical factors affecting the development of the
multiservice broadband access services market include:

        - the development of a viable business model for multiservice broadband
          access services, including the capability to market, sell, install and
          maintain these services;

        - cost constraints, such as installation, space and power requirements
          at the central offices of incumbent local exchange carriers, or ILECs;
          compatibility of equipment from multiple vendors in service provider
          networks; evolving industry standards for transmission technologies
          and transport protocols;

        - varying and uncertain conditions of the communications network
          infrastructure, including quality and complexity, electrical
          interference, and crossover interference with voice and data
          telecommunications services; domestic and foreign government
          regulation; and

        - the ability of competitive local exchange carriers, or CLECs, to
          obtain sufficient funding and to successfully grow their businesses.

        The market for multiservice broadband access devices may fail to develop
for other reasons or may develop more slowly than anticipated, which would harm
our business.

IF WE FAIL TO COMPLY WITH REGULATIONS AND EVOLVING INDUSTRY STANDARDS, SALES OF
OUR EXISTING AND FUTURE PRODUCTS COULD BE HARMED.

        The markets for our products are characterized by a significant number
of communications regulations and standards, some of which are evolving as new
technologies are deployed. Our customers may require our products to comply with
various standards, including those promulgated by the Federal Communications
Commission, or FCC, standards established

                                      -14-
18

by Underwriters Laboratories and Telcordia Technologies or proprietary standards
promoted by our competitors. In addition, our key competitors may establish
proprietary standards which they might not make available to us. As a result, we
may not be able to achieve compatibility with their products. Internationally,
we may also be required to comply with standards established by
telecommunications authorities in various countries as well as with
recommendations of the International Telecommunications Union.

OUR CUSTOMERS ARE SUBJECT TO GOVERNMENT REGULATION, AND CHANGES IN CURRENT OR
FUTURE LAWS OR REGULATIONS THAT NEGATIVELY IMPACT OUR CUSTOMERS COULD HARM OUR
BUSINESS.

        The jurisdiction of the FCC extends to the entire communications
industry, including our customers. Future FCC regulations affecting the
broadband access industry, our customers or their service offerings may harm our
business. For example, FCC regulatory policies that affect the availability of
data and Internet services may impede our customers' penetration into markets or
affect the prices that they are able to charge. In addition, international
regulatory bodies are beginning to adopt standards and regulations for the
broadband access industry. If our customers are hurt by laws or regulations
regarding their business, products or service offerings, demand for our products
may decrease.

                ADDITIONAL RISKS THAT MAY AFFECT OUR STOCK PRICE

OUR STOCK PRICE MAY BE VOLATILE, AND YOU MAY NOT BE ABLE TO RESELL OUR SHARES AT
OR ABOVE THE PRICE YOU PAID, OR AT ALL.

     There has previously not been a public market for our common stock. We
cannot predict the extent to which investor interest in our stock will lead to
the development of a trading market or how liquid that market might become. The
initial public offering price for the shares will be determined by negotiations
between us and the representatives of the underwriters and may not be indicative
of prices that will prevail in the trading market. In addition, the stock market
in general, and the Nasdaq National Market and technology companies in
particular, have experienced extreme price and volume fluctuations that have
often been unrelated or disproportionate to the operating performance of
companies. The trading prices and valuations of many technology companies are
substantially above historical levels. These trading prices and valuations may
not be sustainable. These broad market and industry factors may decrease the
market price of our common stock, regardless of our actual operating
performance.

WE MAY ENGAGE IN FUTURE ACQUISITIONS OR STRATEGIC INVESTMENTS THAT WE MAY NOT BE
ABLE TO SUCCESSFULLY INTEGRATE OR MANAGE, WHICH COULD HURT OUR BUSINESS. THESE
ACQUISITIONS OR STRATEGIC INVESTMENTS MAY ALSO DILUTE OUR STOCKHOLDERS AND CAUSE
US TO INCUR DEBT AND ASSUME CONTINGENT LIABILITIES.

        We may review acquisition prospects and strategic investments that could
complement our current product offerings, augment our market coverage, enhance
our technical capabilities or otherwise offer growth opportunities. The issuance
of equity securities in connection with these acquisitions or investments could
significantly dilute our investors. If we incur or assume debt in connection
with these acquisitions or investments, we may incur interest charges that could
harm our net income. We have little experience in evaluating, completing,
managing or

                                      -15-
19

integrating acquisitions and strategic investments. Acquisitions and strategic
investments may entail numerous integration risks and impose costs on us,
including:

        - difficulties in assimilating acquired operations, technologies or
          products including the loss of key employees;

        - unanticipated costs;

        - diversion of management's attention from our core business concerns;

        - adverse effects on business relationships with our suppliers and
          customers or those of the acquired businesses;

        - risks of entering markets in which we have no or limited prior
          experience;

        - assumption of contingent liabilities;

        - incurrence of significant amortization expenses related to goodwill
          and other intangible assets; and

        - incurrence of significant write-offs.

WE MAY NEED TO RAISE MORE CAPITAL, BUT THE AVAILABILITY OF ADDITIONAL FINANCING
IS UNCERTAIN. IF ADEQUATE FUNDS ARE NOT AVAILABLE OR ARE NOT AVAILABLE ON
ACCEPTABLE TERMS, WE MAY BE UNABLE TO DEVELOP OR ENHANCE OUR PRODUCTS AND
SERVICES, TAKE ADVANTAGE OF FUTURE OPPORTUNITIES OR RESPOND TO COMPETITIVE
PRESSURES, WHICH COULD NEGATIVELY IMPACT OUR PRODUCT DEVELOPMENT AND SALES.

        If our capital requirements vary significantly from those currently
planned, we may require additional financing sooner than anticipated. If
additional funds are raised through the issuance of equity securities, the
percentage of equity ownership of our existing stockholders will be reduced. In
addition, holders of these equity securities may have rights, preferences or
privileges senior to those of the holders of our common stock. If additional
funds are raised through the issuance of debt securities, we may incur
significant interest charges, and these securities would have rights,
preferences and privileges senior to holders of common stock. The terms of these
securities could also impose restrictions on our operations. Additional
financing may not be available when needed on terms favorable to us or at all.
If adequate funds are not available or are not available on acceptable terms, we
may be unable to develop or enhance our products and services, take advantage of
future opportunities or respond to competitive pressures, which could negatively
impact our product development and sales.

SUBSTANTIAL FUTURE SALES OF OUR COMMON STOCK IN THE PUBLIC MARKET COULD CAUSE
OUR STOCK PRICE TO FALL.

        Additional sales of our common stock in the public market, or the
perception that such sales could occur, could cause the market price of our
common stock to decline. We have 31,516,832 shares of common stock outstanding.
3,298,000 shares are freely transferable without restriction or additional
registration under the Securities Act of 1933. The remaining

                                      -16-
20

shares of common stock outstanding will be available for sale, assuming the
effectiveness of lock-up agreements executed in connection with our initial
public offering under which our stockholders have agreed not to sell or
otherwise dispose of their shares of common stock in the public market, as
follows:
DATE OF AVAILABILITY FOR SALE        APPROXIMATE NUMBER OF SHARES                COMMENT
     -----------------------------        ----------------------------       ----------------------
August 10, 2000                                    3,298,000                 Freely tradable shares

180 days after August 10, 2000                     26,511,408                Shares saleable under
(expiration at lock-up)                                                      Rule 144 or 701
In addition, Lehman Brothers, the lead underwriter for our initial
public offering, may, in its sole discretion, at any time without notice,
release all or any portion of the shares subject to the lock-up agreements,
which would result in more shares being available for sale in the public market
at an earlier date. Sales of common stock by existing stockholders in the public
market, or the availability of the shares for sale, could significantly reduce
the market price of our common stock.

        In addition, we intend to file registration statements on Form S-8 with
the Securities and Exchange Commission covering approximately 17,714,199 shares
of common stock reserved for issuance under our stock incentive and employee
stock purchase plans. On the date 180 days after August 10, 2000 at least
5,321,566 shares will be subject to vested options, based on options outstanding
on June 30, 2000. Sales of a large number of these shares could decrease the
market price of our common stock.

        The holders of 17,694,657 shares of common stock have rights with
respect to registration of these shares for sale to the public. If these
holders, by exercising their registration rights, cause a large number of
securities to be registered and sold in the public market, the sales could
decrease the market price for our common stock. If we were to include in a
company-initiated registration shares held by these holders pursuant to the
exercise of their registration rights, these sales may hinder our ability to
raise needed capital.

MANY CORPORATE ACTIONS WOULD BE CONTROLLED BY OFFICERS, DIRECTORS AND AFFILIATED
ENTITIES, IF THEY ACTED TOGETHER, REGARDLESS OF THE DESIRE OF OTHER INVESTORS TO
PURSUE AN ALTERNATIVE COURSE OF ACTION.

        Our directors, executive officers and their affiliated entities
beneficially own approximately 57.8% of our outstanding common stock. These
stockholders, if they acted together, could exert control over matters requiring
approval by our stockholders, including electing directors and approving mergers
or other business combination transactions. This concentration of ownership may
also discourage, delay or prevent a change in control of our company, which
could deprive our stockholders of an opportunity to receive a premium for their
stock as part of a sale of our company and might reduce our stock price. These
actions may be taken even if they are opposed by our other stockholders,
including those who purchase shares in this offering.

                                      -17-
21

DELAWARE LAW AND OUR CORPORATE CHARTER AND BYLAWS CONTAIN ANTI-TAKEOVER
PROVISIONS THAT WOULD DELAY OR DISCOURAGE TAKE OVER ATTEMPTS THAT STOCKHOLDERS
MAY CONSIDER FAVORABLE.

        Provisions in our certificate of incorporation, as amended and restated
upon the closing of this offering, may have the effect of delaying or preventing
a change of control or changes in our management. These provisions include:

        - the right of the board of directors to elect a director to fill a
          vacancy created by the expansion of the board of directors; the
          ability of the board of directors to alter our bylaws without
          obtaining stockholder approval; the establishment of a classified
          board of directors;

        - the ability of the board of directors to issue, without stockholder
          approval, up to five million shares of preferred stock with terms set
          by the board of directors which rights could be senior to those of
          common stock; and

        - the elimination of the right of stockholders to call a special meeting
          of stockholders and to take action by written consent.

        Each of these provisions could discourage potential take over attempts
and could lower the market price of our common stock.

        In addition, because we are incorporated in Delaware, we are governed by
the provisions of Section 203 of the Delaware General Corporation Law. These
provisions may prohibit large stockholders, in particular those owning 15% or
more of our outstanding voting stock, from merging or combining with us. These
provisions in our charter, bylaws and under Delaware law could reduce the price
that investors might be willing to pay for shares of our common stock in the
future and result in the market price being lower than it would be without these
provisions.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements. The forward-looking
statements are contained principally in the sections entitled "Risk Factors" and
"VINA Technologies, Inc." These statements involve known and unknown risks,
uncertainties and other factors which may cause our actual results, performance
or achievements to be materially different from any future results, performances
or achievements expressed or implied by the forward-looking statements.
Forward-looking statements include, but are not limited to, statements about:

        - marketing and commercialization of our products under development;

        - our estimates regarding our capital requirements and our needs for
          additional financing;

        - plans for future products and services and for enhancements of
          existing products and services;

        - our patent applications and licensed technology;

                                      -18-
22

        - our ability to attract customers and establish collaboration and
          licensing agreements; and

        - sources of revenues and anticipated revenues, including contributions
          from corporate collaborations, license agreements and other
          collaborative efforts, and the continued viability and duration of
          those agreements and efforts.

        In some cases, you can identify forward-looking statements by terms such
as "may," "intend," "might," "will," "should," "could," "would," "expect,"
"believe," "estimate," "predict," "potential," or the negative of these terms,
and similar expressions intended to identify forward-looking statements. These
statements reflect our current views with respect to future events and are based
on assumptions and subject to risks and uncertainties. Given these
uncertainties, you should not place undue reliance on these forward-looking
statements. We discuss many of these risks in this prospectus in greater detail
under the heading "Risk Factors." Also, these forward-looking statements
represent our estimates and assumptions only as of the date of this prospectus.

                           PROCEEDS FROM THE OFFERING

        We will not receive any proceeds from the sale of the shares by the
selling stockholders. All proceeds from the sale of the shares will be for the
account of the selling stockholders, as described below. See "Selling
Stockholder" and "Plan of Distribution."

                               SELLING STOCKHOLDER

        This Reoffer Prospectus relates to shares of common stock which have
been acquired by Nancy Smith, an employee of ours. Ms. Smith acquired her shares
of common stock pursuant to the exercise of options issued under the VINA
Technologies, Inc. 1996 Stock Option/Stock Issuance Plan and Vina Technologies,
Inc. 1998 Stock Plan.

        The following table sets forth certain Information with respect to the
Registered Stockholder as of August 10, 2000:
---------------------- ------------------- ---------------------- ------------------------- ------------------------
                                            NUMBER OF SHARES TO          NUMBER OF           PERCENTAGE OF SHARES
     REGISTERED         NUMBER OF SHARES            BE                  SHARES OWNED                 OWNED
     STOCKHOLDER             OWNED            OFFERED HEREBY           AFTER OFFERING         AFTER OFFERING (1)
---------------------- ------------------- ---------------------- ------------------------- ------------------------
Nancy Smith             31,500               31,500                     0                         *
---------------------- ------------------- ---------------------- ------------------------- ------------------------
* less than 1%.

(1) Percentage of ownership is calculated assuming 31,516,832 shares of Common
    Stock were outstanding on August 10, 2000 following our initial public
    offering.

                                      -19-
23

                              PLAN OF DISTRIBUTION

        The selling stockholder may offer and sell the shares covered by this
prospectus at various times. As used in this prospectus, the term "selling
stockholder" includes donees, pledgees, transferees or other
successors-in-interest selling shares received the selling stockholder as a gift
or other non-sale-related transfer after the date of this prospectus. The
selling stockholder will act independently of VINA Technologies in making
decisions with respect to the timing, manner and size of each sale. The shares
may be sold by or for the account of the selling stockholder in transactions on
the Nasdaq National Market, the over-the-counter market, or otherwise. These
sales may be made at fixed prices, at market prices prevailing at the time of
sale, at prices related to prevailing market prices, or at negotiated prices.
The shares may be sold by means of one or more of the following methods:

        - a block trade in which the broker-dealer so engaged will attempt to
          sell the shares as agent, but may position and resell a portion of the
          block as principal to facilitate the transaction;

        - purchases by a broker-dealer as principal and resale by that
          broker-dealer for its account pursuant to this prospectus;

        - ordinary brokerage transactions in which the broker solicits
          purchasers;

        - in connection with short sales, in which the shares are redelivered to
          close out short positions;

        - in connection with the loan or pledge of shares registered hereunder
          to a broker-dealer, and the sale of the shares so loaned or the sale
          of the shares so pledged upon a default;

        - in connection with the writing of non-traded and exchange-traded call
          options, in hedge transactions and in settlement of other transactions
          in standardized or over-the-counter options;

        - privately negotiated transactions; or

        - in a combination of any of the above methods.

        If required, we will distribute a supplement to this prospectus to
describe material changes in the terms of the offering.

        In effecting sales, broker-dealers engaged by the selling stockholder
may arrange for other broker-dealers to participate in resales. Broker-dealers
may receive compensation in the form of discounts, concessions or commissions
from the selling stockholder or from the purchasers of the shares or from both.
This compensation may exceed customary commissions.

        The selling stockholder and any broker-dealers, agents or underwriters
that participate with the selling stockholder in the distribution of the shares
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933. Any commissions paid or any discounts or

                                      -20-
24

concessions allowed to any of those persons, and any profits received on the
resale of the shares purchased by them, may be deemed to be underwriting
commissions or discounts under the Securities Act.

        We have agreed to bear all expenses of registration of the shares other
than fees and expenses, if any, of counsel or other advisors to the selling
stockholder. Any commissions, discounts, concessions or other fees, if any,
payable to broker-dealers in connection with any sale of the shares will be
borne by the selling stockholder selling those shares.

                                  LEGAL MATTERS

        Selected legal matters with respect to the validity of common stock
offered by this prospectus are being passed upon for us by Pillsbury Madison &
Sutro LLP, San Francisco, California.

                       WHERE YOU CAN FIND MORE INFORMATION

        We file annual, quarterly and special reports, proxy statements, and
other information with the Securities and Exchange Commission. You may read and
copy any materials we file with the Commission at the Commission's public
reference rooms:

    450 Fifth Street, N.W.    500 West Madison Street     7 World Trade Center
    Room 1024                 14th Floor                  Suite 1300
    Washington, D.C.          Chicago, Illinois           New York, New York

Please call the Commission at 1-800-SEC-0330 for more information on its public
reference rooms. The Commission also maintains an Internet Website at
http://www.sec.gov that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with the
Commission.

        We have filed with the Commission a registration statement, which
contains this prospectus, on Form S-8 under the Securities Act of 1933. The
registration statement relates to the common stock offered by the selling
stockholder. This prospectus does not contain all of the information set forth
in the registration statement and the exhibits and schedules to the registration
statement. Please refer to the registration statement and its exhibits and
schedules for further information with respect to the Company and the common
stock. Statements contained in this prospectus as to the contents of any
contract or other document are not necessarily complete and, in each instance,
we refer you to the copy of that contract or document filed as an exhibit to the
registration statement. You may read and obtain a copy of the registration
statement and its exhibits and schedules from the Commission, as described in
the preceding paragraph.

                       DOCUMENTS INCORPORATED BY REFERENCE

The Commission allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be a part of this prospectus, and later information that we file
with the Commission will automatically update and

                                      -21-
25

supersede this information. We incorporate by reference the documents listed
below and any future filings we make with the Commission under Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until this offering is
completed. The documents we incorporate by reference are:

        - Our prospectus dated August 10, 2000 and filed on August 10, 2000
          pursuant to Rule 424(b) of the Securities Act in connection with our
          registration statement on Form S-1, File No. 333-36398, which contains
          our audited consolidated financial statements for the fiscal years
          ended December 31, 1997, 1998 and 1999.

        - The description of our common stock contained in our registration
          statement on Form 8-A filed under the Securities Exchange Act on July
          20, 2000.

        You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address and number:

         VINA Technologies, Inc.
         39745 Eureka Drive
         Newark, CA 94560
         Telephone (510) 492-0800

                                 INDEMNIFICATION

        Our certificate of incorporation and bylaws also provide that we will
indemnify our directors and officers to the fullest extent permitted by the
Delaware General Corporation Law. We have entered into separate indemnification
agreements with our directors and executive officers that could require us,
among other things, to indemnify them against liabilities that may arise by
reason of their status or service as directors and to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified. These provisions and agreements are sufficiently broad to permit us
to indemnify our directors and executive officers.

        Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed 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.

                                      -22-
26

                                     PART II

                INFORMATION REQUIRED IN THE INFORMATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed by the Registrant with the Securities and
Exchange Commission (the "SEC") are hereby incorporated by reference in this
Registration Statement:

        (a) Registrant's prospectus dated August 10, 2000 and filed on August
10, 2000 pursuant to Rule 424(b) of the Securities Act (in connection with
Registration Statement on Form S-1, File No. 333-36398), which contains audited
consolidated financial statements for the Registrant's fiscal years ended
December 31, 1997, 1998 and 1999.

        (b) The description of Registrant's Common Stock contained in
Registrant's registration statement on Form 8-A, filed July 20, 2000 pursuant to
Section 12(g) of the Exchange Act.

        In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, 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 filing of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors, and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Act"). The Registrant's Restated
Certificate of Incorporation and Registrant's Bylaws provide for indemnification
of the Registrant's directors, officers, employees and other agents to the
extent and under the circumstances permitted by the Delaware General Corporation
Law. The registrant has also entered into agreements with our directors and
officers that will require the Registrant, among other things, to indemnify them
against certain liabilities that may arise by reason of their status or service
as directors or officers to the fullest extent not prohibited by law.

                                      II-1
27

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        The shares of common stock to be sold under the Reoffer Prospectus have
been issued under the Vina Technologies, Inc. 1996 Stock Option/Stock Issuance
Plan and Vina Technologies, Inc. 1998 Stock Plan and were exempt from
registration under Rule 701 of the Securities Act of 1933, as amended.

ITEM 8. EXHIBITS.

        See Exhibit Index, which list of exhibits is incorporated herein by
reference.

ITEM 9. UNDERTAKINGS.

        A. The undersigned Registrant hereby undertakes:

                (1) To file, during any period in which offers or sales are
being made of the securities registered hereby, 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; and

                        (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)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

                (2) 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.

                (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, 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

                                      II-2
28

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. 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 Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.

                                      II-3
29

                                   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 Newark, State of California, on the 11th day of
August, 2000.

                                            VINA TECHNOLOGIES, INC.

                                            By    /s/ Steven M. Bauman
                                            ------------------------------------
                                                     Steven M. Bauman
                                                  Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
NAME                                             TITLE                                 DATE
                   ----                                             -----                                 ----
/s/ Steven M. Bauman               President and Chief Executive Officer (Principal      August 11, 2000
----------------------------------------               Executive Officer) and Director
             Steven M. Bauman

                                                                                                    August 11, 2000
                     *                         Vice President, Finance and Administration and
----------------------------------------      Chief Financial Officer (Principal Financial and
          Stanley E. Kazmierczak                             Accounting Officer)

                     *                                            Director                          August 11, 2000
----------------------------------------
             Jeffrey M. Drazan

                     *                                            Director                          August 11, 2000
----------------------------------------
              John F. Malone

                     *                                            Director                          August 11, 2000
----------------------------------------
             Frank J. Marshall

                     *                                            Director                          August 11, 2000
----------------------------------------
             Philip J. Quigley

                                                                  Director                          August 11, 2000
                     *
----------------------------------------
              Joshua W. Soske

                                                                  Director                          August 11, 2000
                     *
----------------------------------------
              W. Michael West

                                                                  Director                          August 11, 2000
*By:       /s/ Steven M. Bauman
----------------------------------------
             Steven M. Bauman
             Attorney-in-Fact
30

                                INDEX TO EXHIBITS
EXHIBIT
      NO.                                     DESCRIPTION
    -------      -------------------------------------------------------------------
5.1        Opinion regarding legality of the securities being offered.

     23.1        Independent Auditors' consent.

     23.2        Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).

     24.1        Powers of Attorney.