<PAGE>   1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 26, 2001
                                                     REGISTRATION NO. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                               BSQUARE CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 WASHINGTON                                      91-1650880
        (State or other jurisdiction                          (I.R.S. Employer
      of incorporation or organization)                      Identification No.)

3150 139TH AVENUE S.E., SUITE 500, BELLEVUE, WASHINGTON          98005-4081
  (Address of Principal Executive Offices)                        (Zip code)


                     AMENDED AND RESTATED STOCK OPTION PLAN
                            (Full title of the Plan)

                                WILLIAM T. BAXTER
          CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                        3150 139TH AVENUE S.E., SUITE 500
                         BELLEVUE, WASHINGTON 98005-4081
                     (Name and address of agent for service)

                                 (425) 519-5900

          (Telephone number, including area code, of agent for service)

                                   COPIES TO:

                              LAURA A. BERTIN, ESQ.

                            MARK F. WORTHINGTON, ESQ.

                           SUMMIT LAW GROUP, P.L.L.C.

                       1505 WESTLAKE AVENUE N., SUITE 300

                            SEATTLE, WASHINGTON 98109

                                      CALCULATION OF REGISTRATION FEE

<TABLE>
<S>                             <C>                    <C>             <C>           <C>
=============================== ====================== =============== ============= ==================
                                                          PROPOSED       PROPOSED
                                                          MAXIMUM        MAXIMUM
  TITLE OF SECURITIES TO BE         AMOUNT TO BE          OFFERING      AGGREGATE        AMOUNT OF
          REGISTERED               REGISTERED (1)        PRICE PER       OFFERING    REGISTRATION FEE
                                                           SHARE          PRICE             (1)
=============================== ====================== =============== ============= ==================
  COMMON STOCK, NO PAR VALUE          1,216,985           $3.50(2)     $4,259,447.50     $1,064.86
    (CURRENTLY OUTSTANDING                  400           $5.30(2)     $    2,120.00     $     .53
           OPTIONS)                         600           $5.25(2)     $    3,150.00     $     .79
=============================== ====================== =============== ============= ==================
  COMMON STOCK, NO PAR VALUE            141,022           $3.10(3)      $437,168.20      $  109.29
(OPTIONS AVAILABLE FOR FUTURE
            GRANT)
=============================== ====================== =============== ============= ==================
            TOTAL                     1,359,007              --        $4,701,885.70     $1,175.47
=============================== ====================== =============== ============= ==================
</TABLE>

<PAGE>   2
(1)     Represents shares of Common Stock which are subject to outstanding
        options or available for issuance under the registrant's Amended and
        Restated Stock Option Plan as a result of the automatic "evergreen"
        provision effective upon the commencement of the registrant's fiscal
        year. In addition, this Registration Statement also covers an
        indeterminate number of additional shares which may be necessary to
        adjust the number of shares reserved for issuance pursuant to such
        employee benefit plan as the result of any future stock split, stock
        dividend or similar adjustment of the registrant's outstanding Common
        Stock.

(2)     Computed pursuant to Rule 457(h) under the Securities Act of 1933, as
        amended, based upon the fixed exercise prices of options granted as of
        the filing date of this Registration Statement.

(3)     Estimated solely for the purpose of calculating the registration fee
        pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
        based upon the average of the high and low sales prices of the Common
        Stock on September 24, 2001 as reported on the Nasdaq National Market,
        which was $3.10 per share.


<PAGE>   3
             STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF

                              ADDITIONAL SECURITIES

          This Registration Statement registers 1,359,007 additional shares of
the registrant's Common Stock authorized for issuance under the registrant's
Amended and Restated Stock Option Plan (the "Plan"). These additional shares
became authorized for issuance as a result of the operation of the "evergreen"
provision contained in the Plan. Accordingly, the contents of the previous
Registration Statement on Form S-8 (File No. 333-89333) are incorporated by
reference into this Registration Statement, including periodic reports that the
registrant filed after the previous Form S-8 to maintain current information
about the registrant. The reports the registrant has most recently filed are
listed below:

        (a) The registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000, filed with the Securities and Exchange Commission (the
"Commission") on March 26, 2001 pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended ("Exchange Act");

        (b) The registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001, filed with the Commission on May 9, 2001 pursuant to Section
13(a) of the Exchange Act; and

        (c) The registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2001, filed with the Commission on August 9, 2001 pursuant to Section
13(a) of the Exchange Act.

                                     PART II

                      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.   EXHIBITS.

Exhibit
Number          Exhibit
-------         -------
4.1             See the registrant's Amended and Restated Articles of
                Incorporation, as amended (incorporated by reference to
                the registrant's registration statement on Form S-1
                (File No. 333-44306) filed with the Securities and
                Exchange Commission on October 19, 1999 and the
                registrant's quarterly report on Form 10-Q (File No.
                000-27687) filed with the Securities and Exchange
                Commission on August 7, 2000) and the registrant's
                Bylaws (incorporated by reference to the registrant's
                registration statement on Form S-1 (File No. 333-44306)
                filed with the Securities and Exchange Commission on
                October 19, 1999) for provisions defining the rights of
                the holders of common stock
5.1             Opinion of Summit Law Group, P.L.L.C.
23.1            Consent of Arthur Andersen LLP, Independent Public Accountants
23.2            Consent of Summit Law Group, P.L.L.C. (included in opinion filed
                as Exhibit 5.1)
24.1            Power of Attorney (see page II-2 of this Registration Statement)
99.1            See the registrant's Amended and Restated Stock Option Plan
                (incorporated by reference to the registrant's registration
                statement on Form S-8 (File No. 333-89333) filed with the
                Securities and Exchange Commission on October 20, 1999.
99.1(a)         Amendment to the registrant's Amended and Restated Stock Option
                Plan



                                      II-1
<PAGE>   4
                                   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 Bellevue, State of Washington, on the 26th day of
September, 2001.

                                            BSQUARE CORPORATION

                                            /s/ William T. Baxter
                                            --------------------------------
                                            By:  William T. Baxter
                                            Chairman of the Board, President
                                            and Chief Executive Officer

                                POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints
William T. Baxter and Leila L. Kirske, or either of them, his true and lawful
attorney-in-fact and agent, with the power of substitution and resubstitution,
for him in his name, place and stead, in any and all capacities, to sign any or
all amendments to this registration statement, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact and his agent or his substitutes, may lawfully do or cause
to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated above.

SIGNATURE                                    TITLE

/s/ William T. Baxter                        Chairman of the Board, President
------------------------------------         and Chief Executive Officer
William T. Baxter                            (Principal Executive Officer)


/s/ Leila L. Kirske                          Chief Financial Officer
------------------------------------         (Principal Financial and Accounting
Leila L. Kirske                              Officer)


/s/ Jeffrey T. Chambers                      Director
------------------------------------
Jeffrey T. Chambers


/s/ Scot E. Land                             Director
------------------------------------
Scot E. Land


/s/ William Larson                           Director
------------------------------------
William Larson


                                      II-2
<PAGE>   5
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit                                                                  Sequential
No.       Exhibit                                                        Page No.
-------   -------                                                        ----------
<S>       <C>                                                            <C>
4.1       See the registrant's Amended and Restated Articles of
          Incorporation, as amended (incorporated by reference to the
          registrant's registration statement on Form S-1 (File No.
          333-44306) filed with the Securities and Exchange Commission
          on October 19, 1999 and the registrant's quarterly report on
          Form 10-Q (File No. 000-27687) filed with the Securities and
          Exchange Commission on August 7, 2000) and the registrant's
          Bylaws (incorporated by reference to the registrant's
          registration statement on Form S-1 (File No. 333-44306) filed
          with the Securities and Exchange Commission on October 19,
          1999) for provisions defining the rights of the holders of
          common stock
5.1       Opinion of Summit Law Group, P.L.L.C.                            II-4
23.1      Consent of Arthur Andersen LLP, Independent Public               II-5
          Accountants
23.2      Consent of Summit Law Group, P.L.L.C. (included in opinion
          filed as Exhibit 5.1)
24.1      Power of Attorney (see page II-4 of this Registration
          Statement)
99.1      See the registrant's Amended and Restated Stock Option           II-6
          Plan (incorporated by reference to the registrant's
          registration statement on Form S-8 (File No. 333-89333)
          filed with the Securities and Exchange Commission on
          October 20, 1999.
99.1(a)   Amendment to the registrant's Amended and Restated Stock
          Option Plan
</TABLE>


                                      II-3
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{"company-data": {"conformed-name": "BSQUARE CORP /WA", "cik": "0001054721", "assigned-sic": "7389", "irs-number": "911650880", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70210", "film-number": "1745287"}, "business-address": {"street1": "3150 139TH AVE SE SUITE 500", "city": "BELLEVUE", "state": "WA", "zip": "98005", "phone": "4255195900"}, "mail-address": {"street1": "3150 139TH AVE SE SUITE 500", "city": "BELLEVUE", "state": "WA", "zip": "98005"}}
1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 26, 2001
                                                     REGISTRATION NO. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                               BSQUARE CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 WASHINGTON                                      91-1650880
        (State or other jurisdiction                          (I.R.S. Employer
      of incorporation or organization)                      Identification No.)

3150 139TH AVENUE S.E., SUITE 500, BELLEVUE, WASHINGTON          98005-4081
  (Address of Principal Executive Offices)                        (Zip code)

                     AMENDED AND RESTATED STOCK OPTION PLAN
                            (Full title of the Plan)

                                WILLIAM T. BAXTER
          CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                        3150 139TH AVENUE S.E., SUITE 500
                         BELLEVUE, WASHINGTON 98005-4081
                     (Name and address of agent for service)

                                 (425) 519-5900

          (Telephone number, including area code, of agent for service)

                                   COPIES TO:

                              LAURA A. BERTIN, ESQ.

                            MARK F. WORTHINGTON, ESQ.

                           SUMMIT LAW GROUP, P.L.L.C.

                       1505 WESTLAKE AVENUE N., SUITE 300

                            SEATTLE, WASHINGTON 98109

                                      CALCULATION OF REGISTRATION FEE
=============================== ====================== =============== ============= ==================
                                                          PROPOSED       PROPOSED
                                                          MAXIMUM        MAXIMUM
  TITLE OF SECURITIES TO BE         AMOUNT TO BE          OFFERING      AGGREGATE        AMOUNT OF
          REGISTERED               REGISTERED (1)        PRICE PER       OFFERING    REGISTRATION FEE
                                                           SHARE          PRICE             (1)
=============================== ====================== =============== ============= ==================
  COMMON STOCK, NO PAR VALUE          1,216,985           $3.50(2)     $4,259,447.50     $1,064.86
    (CURRENTLY OUTSTANDING                  400           $5.30(2)     $    2,120.00     $     .53
           OPTIONS)                         600           $5.25(2)     $    3,150.00     $     .79
=============================== ====================== =============== ============= ==================
  COMMON STOCK, NO PAR VALUE            141,022           $3.10(3)      $437,168.20      $  109.29
(OPTIONS AVAILABLE FOR FUTURE
            GRANT)
=============================== ====================== =============== ============= ==================
            TOTAL                     1,359,007              --        $4,701,885.70     $1,175.47
=============================== ====================== =============== ============= ==================
2
(1)     Represents shares of Common Stock which are subject to outstanding
        options or available for issuance under the registrant's Amended and
        Restated Stock Option Plan as a result of the automatic "evergreen"
        provision effective upon the commencement of the registrant's fiscal
        year. In addition, this Registration Statement also covers an
        indeterminate number of additional shares which may be necessary to
        adjust the number of shares reserved for issuance pursuant to such
        employee benefit plan as the result of any future stock split, stock
        dividend or similar adjustment of the registrant's outstanding Common
        Stock.

(2)     Computed pursuant to Rule 457(h) under the Securities Act of 1933, as
        amended, based upon the fixed exercise prices of options granted as of
        the filing date of this Registration Statement.

(3)     Estimated solely for the purpose of calculating the registration fee
        pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
        based upon the average of the high and low sales prices of the Common
        Stock on September 24, 2001 as reported on the Nasdaq National Market,
        which was $3.10 per share.
3
             STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF

                              ADDITIONAL SECURITIES

          This Registration Statement registers 1,359,007 additional shares of
the registrant's Common Stock authorized for issuance under the registrant's
Amended and Restated Stock Option Plan (the "Plan"). These additional shares
became authorized for issuance as a result of the operation of the "evergreen"
provision contained in the Plan. Accordingly, the contents of the previous
Registration Statement on Form S-8 (File No. 333-89333) are incorporated by
reference into this Registration Statement, including periodic reports that the
registrant filed after the previous Form S-8 to maintain current information
about the registrant. The reports the registrant has most recently filed are
listed below:

        (a) The registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000, filed with the Securities and Exchange Commission (the
"Commission") on March 26, 2001 pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended ("Exchange Act");

        (b) The registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001, filed with the Commission on May 9, 2001 pursuant to Section
13(a) of the Exchange Act; and

        (c) The registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2001, filed with the Commission on August 9, 2001 pursuant to Section
13(a) of the Exchange Act.

                                     PART II

                      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.   EXHIBITS.

Exhibit
Number          Exhibit
-------         -------
4.1             See the registrant's Amended and Restated Articles of
                Incorporation, as amended (incorporated by reference to
                the registrant's registration statement on Form S-1
                (File No. 333-44306) filed with the Securities and
                Exchange Commission on October 19, 1999 and the
                registrant's quarterly report on Form 10-Q (File No.
                000-27687) filed with the Securities and Exchange
                Commission on August 7, 2000) and the registrant's
                Bylaws (incorporated by reference to the registrant's
                registration statement on Form S-1 (File No. 333-44306)
                filed with the Securities and Exchange Commission on
                October 19, 1999) for provisions defining the rights of
                the holders of common stock
5.1             Opinion of Summit Law Group, P.L.L.C.
23.1            Consent of Arthur Andersen LLP, Independent Public Accountants
23.2            Consent of Summit Law Group, P.L.L.C. (included in opinion filed
                as Exhibit 5.1)
24.1            Power of Attorney (see page II-2 of this Registration Statement)
99.1            See the registrant's Amended and Restated Stock Option Plan
                (incorporated by reference to the registrant's registration
                statement on Form S-8 (File No. 333-89333) filed with the
                Securities and Exchange Commission on October 20, 1999.
99.1(a)         Amendment to the registrant's Amended and Restated Stock Option
                Plan

                                      II-1
4
                                   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 Bellevue, State of Washington, on the 26th day of
September, 2001.

                                            BSQUARE CORPORATION

                                            /s/ William T. Baxter
                                            --------------------------------
                                            By:  William T. Baxter
                                            Chairman of the Board, President
                                            and Chief Executive Officer

                                POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints
William T. Baxter and Leila L. Kirske, or either of them, his true and lawful
attorney-in-fact and agent, with the power of substitution and resubstitution,
for him in his name, place and stead, in any and all capacities, to sign any or
all amendments to this registration statement, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact and his agent or his substitutes, may lawfully do or cause
to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated above.

SIGNATURE                                    TITLE

/s/ William T. Baxter                        Chairman of the Board, President
------------------------------------         and Chief Executive Officer
William T. Baxter                            (Principal Executive Officer)

/s/ Leila L. Kirske                          Chief Financial Officer
------------------------------------         (Principal Financial and Accounting
Leila L. Kirske                              Officer)

/s/ Jeffrey T. Chambers                      Director
------------------------------------
Jeffrey T. Chambers

/s/ Scot E. Land                             Director
------------------------------------
Scot E. Land

/s/ William Larson                           Director
------------------------------------
William Larson

                                      II-2
5
                                  EXHIBIT INDEX
Exhibit                                                                  Sequential
No.       Exhibit                                                        Page No.
-------   -------                                                        ----------
4.1       See the registrant's Amended and Restated Articles of
          Incorporation, as amended (incorporated by reference to the
          registrant's registration statement on Form S-1 (File No.
          333-44306) filed with the Securities and Exchange Commission
          on October 19, 1999 and the registrant's quarterly report on
          Form 10-Q (File No. 000-27687) filed with the Securities and
          Exchange Commission on August 7, 2000) and the registrant's
          Bylaws (incorporated by reference to the registrant's
          registration statement on Form S-1 (File No. 333-44306) filed
          with the Securities and Exchange Commission on October 19,
          1999) for provisions defining the rights of the holders of
          common stock
5.1       Opinion of Summit Law Group, P.L.L.C.                            II-4
23.1      Consent of Arthur Andersen LLP, Independent Public               II-5
          Accountants
23.2      Consent of Summit Law Group, P.L.L.C. (included in opinion
          filed as Exhibit 5.1)
24.1      Power of Attorney (see page II-4 of this Registration
          Statement)
99.1      See the registrant's Amended and Restated Stock Option           II-6
          Plan (incorporated by reference to the registrant's
          registration statement on Form S-8 (File No. 333-89333)
          filed with the Securities and Exchange Commission on
          October 20, 1999.
99.1(a)   Amendment to the registrant's Amended and Restated Stock
          Option Plan
II-3