<PAGE>   1

    As filed with the Securities and Exchange Commission on January 29, 2001
                                                     Registration No. 333-______

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

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                               NEOFORMA.COM, INC.
             (Exact Name of Registrant as Specified in Its Charter)

            DELAWARE                                      77-0424252
      (State or Other Jurisdiction                           (IRS Employer
   of Incorporation or Organization)                     Identification No.)

                                3061 ZANKER ROAD
                           SAN JOSE, CALIFORNIA 95134
          (Address of Principal Executive Offices, including Zip Code)

                             NON-PLAN STOCK OPTIONS
                          GRANTED BY EQUIPMD, INC. AND
                    ASSUMED BY REGISTRANT IN CONNECTION WITH
                   REGISTRANT'S ACQUISITION OF EQUIPMD, INC.
                            (Full Title of the Plan)

                               ANDREW GUGGENHIME
                            CHIEF FINANCIAL OFFICER
                               NEOFORMA.COM, INC.
                                3061 ZANKER ROAD
                           SAN JOSE, CALIFORNIA 95134
                                 (408) 468-4000
                      (Name, Address and Telephone Number,
                   Including Area Code, of Agent For Service)

                                   Copies to:
                              DAVID W. HEALY, ESQ.
                            SCOTT J. LEICHTNER, ESQ.
                               NINA L. HONG, ESQ.
                               FENWICK & WEST LLP
                              TWO PALO ALTO SQUARE
                          PALO ALTO, CALIFORNIA 94306
                                 (650) 494-0600
                            (Counsel to Registrant)


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                                                        PROPOSED          PROPOSED
                                         AMOUNT          MAXIMUM          MAXIMUM          AMOUNT OF
     TITLE OF EACH CLASS OF              TO BE       OFFERING PRICE      AGGREGATE       REGISTRATION
  SECURITIES TO BE REGISTERED          REGISTERED       PER SHARE      OFFERING PRICE         FEE
-----------------------------------------------------------------------------------------------------
<S>                                   <C>            <C>               <C>               <C>
Common Stock, $0.001 par value        1,075,501(1)       $3.14(2)      $3,377,073.14        $844.00
-----------------------------------------------------------------------------------------------------
</TABLE>

(1) Represents shares subject to non-plan options granted by EquipMD, Inc. and
    assumed by Registrant pursuant to Registrant's acquisition of EquipMD, Inc.
    effective April 28, 2000.

(2) Weighted average per share exercise price for such outstanding options
    calculated pursuant to Rule 457(h)(1) of the Securities Act of 1933, as
    amended (the "SECURITIES ACT").


<PAGE>   2

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        The following documents filed with the Securities and Exchange
Commission (the "COMMISSION") are incorporated herein by reference:

        (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
             ended December 31, 1999 filed with the Commission on March 30,
             2000, as amended on May 1, 2000.

        (b)  The Registrant's Form 10-Q filed pursuant to 13 or 15(d) of the
             Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"),
             for the quarterly period ended March 31, 2000.

        (c)  The Registrant's Form 10-Q filed pursuant to 13 or 15(d) of the
             Exchange Act for the quarterly period ended June 30, 2000.

        (d)  The Registrant's Form 10-Q filed pursuant to 13 or 15(d) of the
             Exchange Act for the quarterly period ended September 30, 2000.

        (e)  The Registrant's Current Report on Form 8-K filed on April 3, 2000.

        (f)  The Registrant's Current Report on Form 8-K filed on April 4, 2000.

        (g)  The Registrant's Current Report on Form 8-K filed on May 3, 2000,
             as amended by the Registrant's Current Report on Form 8-K/A filed
             on July 12, 2000.

        (h)  The Registrant's Current Report on Form 8-K filed on May 31, 2000.

        (i)  The Registrant's Current Report on Form 8-K filed on October 19,
             2000.

        (j)  The description of the Registrant's Common Stock contained in the
             Registrant's Registration Statement on Form 8-A filed on December
             30, 1999 under Section 12(g) of the Exchange Act, including any
             amendment or report filed for the purpose of updating such
             description.

        All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated into this registration statement by reference and to be a
part hereof from the date of the 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 authorizes a court
to award, or a corporation's board of directors to grant, indemnity to directors
and officers under certain circumstances and subject to certain limitations. The
terms of Section 145 of the Delaware General Corporation Law are sufficiently
broad to permit indemnification under certain circumstances for liabilities,
including reimbursement of expenses incurred, arising under the Securities Act.

        As permitted by the Delaware General Corporation Law, the Registrant's
certificate of incorporation includes a provision that eliminates the personal
liability of its directors for monetary damages for breach of fiduciary duty as
a director, except for liability:



                                       2
<PAGE>   3

        -    for any breach of the director's duty of loyalty to the Registrant
             or its stockholders;

        -    for acts or omissions not in good faith or that involve intentional
             misconduct or a knowing violation of law;

        -    under section 174 of the Delaware General Corporation Law regarding
             unlawful dividends and stock purchases; or

        -    for any transaction from which the director derived an improper
             personal benefit.

        As permitted by the Delaware General Corporation Law, the Registrant's
bylaws provide that:

        -    the Registrant is required to indemnify its directors and officers
             to the fullest extent permitted by the Delaware General Corporation
             Law, subject to certain very limited exceptions;

        -    the Registrant is required to advance expenses, as incurred, to its
             directors and officers in connection with a legal proceeding to the
             fullest extent permitted by the Delaware General Corporation Law,
             subject to certain very limited exceptions; and

        -    the rights conferred in the bylaws are not exclusive.

        In addition, the Registrant has entered into indemnity agreements with
each of its current directors and officers. These agreements provide for the
indemnification of officers and directors for all expenses and liabilities
incurred in connection with any action or proceeding brought against them by
reason of the fact that they are or were agents of the Registrant.

        The Registrant has also obtained directors' and officers' insurance to
cover its directors, officers and some of its employees for certain liabilities,
including public securities matters.

        The Underwriting Agreement relating to the Registrant's initial public
offering, effected pursuant to a registration statement on Form S-1 (File No.
333-89077), declared effective January 21, 2000 (the "FORM S-1"), provides for
indemnification by the underwriters of the Registrant and its directors and
officers for certain liabilities. The indemnification provision in the
Registrant's amended and restated certificate of incorporation, restated bylaws
and the indemnity agreements entered into between the Registrant and each of the
Registrant's directors and officers may be sufficiently broad to permit
indemnification of the Registrant's directors and officers for liabilities
arising under the Securities Act.

        Reference is made to the following documents regarding relevant
indemnification provisions described above and elsewhere herein:

        1.   Form of Underwriting Agreement (incorporated by reference to
             Exhibit 1.01 to the Form S-1).

        2.   Form of Third Amended and Restated Certificate of Incorporation of
             the Registrant (incorporated by reference to Annex D to the
             Registrant's definitive proxy statement on Schedule 14A (File No.
             000-28715) filed on June 29, 2000).

        3.   Restated Bylaws of the Registrant (incorporated by reference to
             Exhibit 3.03 to the Form S-1).

        4.   Form of Indemnity Agreement entered into between the Registrant and
             its directors and officers (incorporated by reference to Exhibit
             10.01 to the Form S-1).

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.



                                       3
<PAGE>   4

ITEM 8. EXHIBITS.

   4.01        Form of Third Amended and Restated Certificate of Incorporation
               of the Registrant (incorporated by reference to Annex D to the
               Registrant's definitive proxy statement on Schedule 14A (File No.
               000-28715) filed on June 29, 2000).

   4.02        Restated Bylaws of the Registrant (incorporated by reference to
               Exhibit 3.03 to the Form S-1).

   4.03        Form of Specimen Certificate for the Registrant's common stock
               (incorporated by reference to Exhibit 4.01 to the Form S-1).

   4.04        Second Amended and Restated Investors' Rights Agreement dated as
               of October 14, 1999 among the Registrant and certain stockholders
               named therein, as amended in November 1999 (incorporated by
               reference to Exhibit 4.02 to the Form S-1).

   4.05        Forms of Nonqualified Stock Option Agreements for non-plan
               options granted by EquipMD, Inc. and assumed by Registrant.

   5.01        Opinion of Fenwick & West LLP.

   23.01       Consent of Fenwick & West LLP (included in Exhibit 5.01).

   23.02       Consent of Arthur Andersen LLP, independent accountants.

   24.01       Power of Attorney (see page 6).

ITEM 9. UNDERTAKINGS.

        The undersigned Registrant hereby undertakes:

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

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

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

                (c)     to include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        registration statement or any material change to the
                        information in the registration statement;

                provided, however, that paragraphs (1)(a) and (1)(b) above do
                not apply if the information required to be included in a
                post-effective amendment by those paragraphs is contained in
                periodic reports filed with or furnished to the Commission by
                Registrant pursuant to Section 13 or Section 15(d) of the
                Exchange Act that are incorporated by reference in the
                registration statement.



                                       4
<PAGE>   5

        (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.

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

        The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.

        Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions discussed in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission this indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. If a claim for
indemnification against these 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 the director, officer or controlling person in
connection with the securities being registered under this registration
statement, 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 indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final
adjudication of this issue.



                                       5
<PAGE>   6

                                   SIGNATURES


        Pursuant to the requirements of the Securities Act, 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 San Jose, State of California, on this 29th day of
January, 2001.


                                      NEOFORMA. COM, INC.


                                      By:  /s/ ROBERT J. ZOLLARS
                                          -----------------------------------
                                          Robert J. Zollars
                                          Chief Executive Officer


                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Robert J. Zollars and Andrew Guggenhime,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement on Form S-8, and to file the same with all
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

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

<TABLE>
<CAPTION>
               SIGNATURE                                  TITLE                          DATE
               ---------                                  -----                          ----
<S>                                       <C>                                      <C>
        /s/ ROBERT J. ZOLLARS             President, Chief Executive Officer and   January 29, 2001
---------------------------------------   Chairman of the Board
           ROBERT J. ZOLLARS

        /s/ ANDREW GUGGENHIME             Chief Financial Officer                  January 29, 2001
---------------------------------------
           ANDREW GUGGENHIME

         /s/ CURT NONOMAQUE               Director                                 January 29, 2001
---------------------------------------
            CURT NONOMAQUE

       /s/ RICHARD D. HELPPIE             Director                                 January 29, 2001
---------------------------------------
          RICHARD D. HELPPIE

          /s/ MARK MCKENNA                Director                                 January 29, 2001
---------------------------------------
             MARK MCKENNA

        /s/ ANDREW FILIPOWSKI             Director                                 January 29, 2001
---------------------------------------
           ANDREW FILIPOWSKI

       /s/ JEFFREY HILLEBRAND             Director                                 January 29, 2001
---------------------------------------
          JEFFREY HILLEBRAND

          /s/ MICHAEL MURRAY              Director                                 January 29, 2001
---------------------------------------
            MICHAEL MURRAY
</TABLE>


                                       6
<PAGE>   7

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
  EXHIBIT                                      EXHIBIT
  NUMBER                                        TITLE
  ------                                        -----
<S>            <C>
   4.01        Form of Third Amended and Restated Certificate of Incorporation
               of the Registrant (incorporated by reference to Annex D to the
               Registrant's definitive proxy statement on Schedule 14A (File No.
               000-28715) filed on June 29, 2000).

   4.02        Restated Bylaws of the Registrant (incorporated by reference to
               Exhibit 3.05 to the Form S-1).

   4.03        Form of Specimen Certificate for the Registrant's common stock
               (incorporated by reference to Exhibit 4.01 to the Form S-1).

   4.04        Second Amended and Restated Investors' Rights Agreement dated
               October 16, 1999, among the Registrant and certain stockholders
               named therein (incorporated by reference to Exhibit 4.02 to the
               Form S-1).

   4.05        Forms of Nonqualified Stock Option Agreements for non-plan
               options granted by EquipMD, Inc. and assumed by Registrant.

   5.01        Opinion of Fenwick & West LLP.

   23.01       Consent of Fenwick & West LLP (included in Exhibit 5.01).

   23.02       Consent of Arthur Andersen LLP, independent accountants.

   24.01       Power of Attorney (see page 6).
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "f67986ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 22507}]
{"company-data": {"conformed-name": "NEOFORMA COM INC", "cik": "0001096219", "assigned-sic": "7389", "irs-number": "770424252", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54548", "film-number": "1518240"}, "business-address": {"street1": "3061 ZANKER ROAD", "city": "SAN JOSE", "state": "CA", "zip": "95134", "phone": "4086545700"}, "mail-address": {"street1": "3061 ZANKER ROAD", "city": "SAN JOSE", "state": "CA", "zip": "95134"}}
1

    As filed with the Securities and Exchange Commission on January 29, 2001
                                                     Registration No. 333-______

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

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                               NEOFORMA.COM, INC.
             (Exact Name of Registrant as Specified in Its Charter)

            DELAWARE                                      77-0424252
      (State or Other Jurisdiction                           (IRS Employer
   of Incorporation or Organization)                     Identification No.)

                                3061 ZANKER ROAD
                           SAN JOSE, CALIFORNIA 95134
          (Address of Principal Executive Offices, including Zip Code)

                             NON-PLAN STOCK OPTIONS
                          GRANTED BY EQUIPMD, INC. AND
                    ASSUMED BY REGISTRANT IN CONNECTION WITH
                   REGISTRANT'S ACQUISITION OF EQUIPMD, INC.
                            (Full Title of the Plan)

                               ANDREW GUGGENHIME
                            CHIEF FINANCIAL OFFICER
                               NEOFORMA.COM, INC.
                                3061 ZANKER ROAD
                           SAN JOSE, CALIFORNIA 95134
                                 (408) 468-4000
                      (Name, Address and Telephone Number,
                   Including Area Code, of Agent For Service)

                                   Copies to:
                              DAVID W. HEALY, ESQ.
                            SCOTT J. LEICHTNER, ESQ.
                               NINA L. HONG, ESQ.
                               FENWICK & WEST LLP
                              TWO PALO ALTO SQUARE
                          PALO ALTO, CALIFORNIA 94306
                                 (650) 494-0600
                            (Counsel to Registrant)

                        CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------
                                                        PROPOSED          PROPOSED
                                         AMOUNT          MAXIMUM          MAXIMUM          AMOUNT OF
     TITLE OF EACH CLASS OF              TO BE       OFFERING PRICE      AGGREGATE       REGISTRATION
  SECURITIES TO BE REGISTERED          REGISTERED       PER SHARE      OFFERING PRICE         FEE
-----------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value        1,075,501(1)       $3.14(2)      $3,377,073.14        $844.00
-----------------------------------------------------------------------------------------------------
(1) Represents shares subject to non-plan options granted by EquipMD, Inc. and
    assumed by Registrant pursuant to Registrant's acquisition of EquipMD, Inc.
    effective April 28, 2000.

(2) Weighted average per share exercise price for such outstanding options
    calculated pursuant to Rule 457(h)(1) of the Securities Act of 1933, as
    amended (the "SECURITIES ACT").
2

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        The following documents filed with the Securities and Exchange
Commission (the "COMMISSION") are incorporated herein by reference:

        (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
             ended December 31, 1999 filed with the Commission on March 30,
             2000, as amended on May 1, 2000.

        (b)  The Registrant's Form 10-Q filed pursuant to 13 or 15(d) of the
             Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"),
             for the quarterly period ended March 31, 2000.

        (c)  The Registrant's Form 10-Q filed pursuant to 13 or 15(d) of the
             Exchange Act for the quarterly period ended June 30, 2000.

        (d)  The Registrant's Form 10-Q filed pursuant to 13 or 15(d) of the
             Exchange Act for the quarterly period ended September 30, 2000.

        (e)  The Registrant's Current Report on Form 8-K filed on April 3, 2000.

        (f)  The Registrant's Current Report on Form 8-K filed on April 4, 2000.

        (g)  The Registrant's Current Report on Form 8-K filed on May 3, 2000,
             as amended by the Registrant's Current Report on Form 8-K/A filed
             on July 12, 2000.

        (h)  The Registrant's Current Report on Form 8-K filed on May 31, 2000.

        (i)  The Registrant's Current Report on Form 8-K filed on October 19,
             2000.

        (j)  The description of the Registrant's Common Stock contained in the
             Registrant's Registration Statement on Form 8-A filed on December
             30, 1999 under Section 12(g) of the Exchange Act, including any
             amendment or report filed for the purpose of updating such
             description.

        All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated into this registration statement by reference and to be a
part hereof from the date of the 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 authorizes a court
to award, or a corporation's board of directors to grant, indemnity to directors
and officers under certain circumstances and subject to certain limitations. The
terms of Section 145 of the Delaware General Corporation Law are sufficiently
broad to permit indemnification under certain circumstances for liabilities,
including reimbursement of expenses incurred, arising under the Securities Act.

        As permitted by the Delaware General Corporation Law, the Registrant's
certificate of incorporation includes a provision that eliminates the personal
liability of its directors for monetary damages for breach of fiduciary duty as
a director, except for liability:

                                       2
3

        -    for any breach of the director's duty of loyalty to the Registrant
             or its stockholders;

        -    for acts or omissions not in good faith or that involve intentional
             misconduct or a knowing violation of law;

        -    under section 174 of the Delaware General Corporation Law regarding
             unlawful dividends and stock purchases; or

        -    for any transaction from which the director derived an improper
             personal benefit.

        As permitted by the Delaware General Corporation Law, the Registrant's
bylaws provide that:

        -    the Registrant is required to indemnify its directors and officers
             to the fullest extent permitted by the Delaware General Corporation
             Law, subject to certain very limited exceptions;

        -    the Registrant is required to advance expenses, as incurred, to its
             directors and officers in connection with a legal proceeding to the
             fullest extent permitted by the Delaware General Corporation Law,
             subject to certain very limited exceptions; and

        -    the rights conferred in the bylaws are not exclusive.

        In addition, the Registrant has entered into indemnity agreements with
each of its current directors and officers. These agreements provide for the
indemnification of officers and directors for all expenses and liabilities
incurred in connection with any action or proceeding brought against them by
reason of the fact that they are or were agents of the Registrant.

        The Registrant has also obtained directors' and officers' insurance to
cover its directors, officers and some of its employees for certain liabilities,
including public securities matters.

        The Underwriting Agreement relating to the Registrant's initial public
offering, effected pursuant to a registration statement on Form S-1 (File No.
333-89077), declared effective January 21, 2000 (the "FORM S-1"), provides for
indemnification by the underwriters of the Registrant and its directors and
officers for certain liabilities. The indemnification provision in the
Registrant's amended and restated certificate of incorporation, restated bylaws
and the indemnity agreements entered into between the Registrant and each of the
Registrant's directors and officers may be sufficiently broad to permit
indemnification of the Registrant's directors and officers for liabilities
arising under the Securities Act.

        Reference is made to the following documents regarding relevant
indemnification provisions described above and elsewhere herein:

        1.   Form of Underwriting Agreement (incorporated by reference to
             Exhibit 1.01 to the Form S-1).

        2.   Form of Third Amended and Restated Certificate of Incorporation of
             the Registrant (incorporated by reference to Annex D to the
             Registrant's definitive proxy statement on Schedule 14A (File No.
             000-28715) filed on June 29, 2000).

        3.   Restated Bylaws of the Registrant (incorporated by reference to
             Exhibit 3.03 to the Form S-1).

        4.   Form of Indemnity Agreement entered into between the Registrant and
             its directors and officers (incorporated by reference to Exhibit
             10.01 to the Form S-1).

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

                                       3
4

ITEM 8. EXHIBITS.

   4.01        Form of Third Amended and Restated Certificate of Incorporation
               of the Registrant (incorporated by reference to Annex D to the
               Registrant's definitive proxy statement on Schedule 14A (File No.
               000-28715) filed on June 29, 2000).

   4.02        Restated Bylaws of the Registrant (incorporated by reference to
               Exhibit 3.03 to the Form S-1).

   4.03        Form of Specimen Certificate for the Registrant's common stock
               (incorporated by reference to Exhibit 4.01 to the Form S-1).

   4.04        Second Amended and Restated Investors' Rights Agreement dated as
               of October 14, 1999 among the Registrant and certain stockholders
               named therein, as amended in November 1999 (incorporated by
               reference to Exhibit 4.02 to the Form S-1).

   4.05        Forms of Nonqualified Stock Option Agreements for non-plan
               options granted by EquipMD, Inc. and assumed by Registrant.

   5.01        Opinion of Fenwick & West LLP.

   23.01       Consent of Fenwick & West LLP (included in Exhibit 5.01).

   23.02       Consent of Arthur Andersen LLP, independent accountants.

   24.01       Power of Attorney (see page 6).

ITEM 9. UNDERTAKINGS.

        The undersigned Registrant hereby undertakes:

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

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

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

                (c)     to include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        registration statement or any material change to the
                        information in the registration statement;

                provided, however, that paragraphs (1)(a) and (1)(b) above do
                not apply if the information required to be included in a
                post-effective amendment by those paragraphs is contained in
                periodic reports filed with or furnished to the Commission by
                Registrant pursuant to Section 13 or Section 15(d) of the
                Exchange Act that are incorporated by reference in the
                registration statement.

                                       4
5

        (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.

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

        The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.

        Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions discussed in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission this indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. If a claim for
indemnification against these 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 the director, officer or controlling person in
connection with the securities being registered under this registration
statement, 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 indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final
adjudication of this issue.

                                       5
6

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act, 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 San Jose, State of California, on this 29th day of
January, 2001.

                                      NEOFORMA. COM, INC.

                                      By:  /s/ ROBERT J. ZOLLARS
                                          -----------------------------------
                                          Robert J. Zollars
                                          Chief Executive Officer

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Robert J. Zollars and Andrew Guggenhime,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement on Form S-8, and to file the same with all
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE                                  TITLE                          DATE
               ---------                                  -----                          ----
/s/ ROBERT J. ZOLLARS             President, Chief Executive Officer and   January 29, 2001
---------------------------------------   Chairman of the Board
           ROBERT J. ZOLLARS

        /s/ ANDREW GUGGENHIME             Chief Financial Officer                  January 29, 2001
---------------------------------------
           ANDREW GUGGENHIME

         /s/ CURT NONOMAQUE               Director                                 January 29, 2001
---------------------------------------
            CURT NONOMAQUE

       /s/ RICHARD D. HELPPIE             Director                                 January 29, 2001
---------------------------------------
          RICHARD D. HELPPIE

          /s/ MARK MCKENNA                Director                                 January 29, 2001
---------------------------------------
             MARK MCKENNA

        /s/ ANDREW FILIPOWSKI             Director                                 January 29, 2001
---------------------------------------
           ANDREW FILIPOWSKI

       /s/ JEFFREY HILLEBRAND             Director                                 January 29, 2001
---------------------------------------
          JEFFREY HILLEBRAND

          /s/ MICHAEL MURRAY              Director                                 January 29, 2001
---------------------------------------
            MICHAEL MURRAY
6
7

                                  EXHIBIT INDEX
EXHIBIT                                      EXHIBIT
  NUMBER                                        TITLE
  ------                                        -----
4.01        Form of Third Amended and Restated Certificate of Incorporation
               of the Registrant (incorporated by reference to Annex D to the
               Registrant's definitive proxy statement on Schedule 14A (File No.
               000-28715) filed on June 29, 2000).

   4.02        Restated Bylaws of the Registrant (incorporated by reference to
               Exhibit 3.05 to the Form S-1).

   4.03        Form of Specimen Certificate for the Registrant's common stock
               (incorporated by reference to Exhibit 4.01 to the Form S-1).

   4.04        Second Amended and Restated Investors' Rights Agreement dated
               October 16, 1999, among the Registrant and certain stockholders
               named therein (incorporated by reference to Exhibit 4.02 to the
               Form S-1).

   4.05        Forms of Nonqualified Stock Option Agreements for non-plan
               options granted by EquipMD, Inc. and assumed by Registrant.

   5.01        Opinion of Fenwick & West LLP.

   23.01       Consent of Fenwick & West LLP (included in Exhibit 5.01).

   23.02       Consent of Arthur Andersen LLP, independent accountants.

   24.01       Power of Attorney (see page 6).