<PAGE>   1

     As filed with the Securities and Exchange Commission on March 23, 2001
                                                      REGISTRATION NO. 333-_____
================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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


         DELAWARE                                            77-0490705
(State of Incorporation)                                  (I.R.S. Employer
                                                         Identification No.)

                               189 BERNARDO AVENUE
                         MOUNTAIN VIEW, CALIFORNIA 94043
                    (Address of Principal Executive Offices)

                           2000 EQUITY INCENTIVE PLAN
                        2000 EMPLOYEE STOCK PURCHASE PLAN
            STOCK OPTIONS GRANTED BY BLUELARK SYSTEMS, INC. UNDER ITS
           2000 EQUITY INCENTIVE PLAN AND ASSUMED BY HANDSPRING, INC.
                            (Full title of the Plans)

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

                                  DAVID G. PINE
                       VICE PRESIDENT AND GENERAL COUNSEL
                                HANDSPRING, INC.
                               189 BERNARDO AVENUE
                         MOUNTAIN VIEW, CALIFORNIA 94043
                                 (650) 230-5000
            (Name, Address and Telephone Number of Agent for Service)

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

                                   Copies to:
                            ROBERT A. FREEDMAN, ESQ.
                               FENWICK & WEST LLP
                              TWO PALO ALTO SQUARE
                           PALO ALTO, CALIFORNIA 94306



                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==================================================================================================================================
      TITLE OF SECURITIES            AMOUNT TO BE      PROPOSED MAXIMUM OFFERING    PROPOSED MAXIMUM AGGREGATE       AMOUNT OF
       TO BE REGISTERED               REGISTERED             PRICE PER SHARE              OFFERING PRICE          REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                     <C>                      <C>                         <C>
Common Stock, $0.001 par value        7,628,520(1)            $     14.04(3)           $ 107,104,421.00(3)         $ 26,777.00(3)
Common Stock, $0.001 par value           47,615(2)            $      0.88(4)           $      41,902.00(4)         $     11.00(4)
    Total                                                                                                          $ 26,788.00
==================================================================================================================================
</TABLE>
<PAGE>   2
(1)     Represents 6,357,100 additional shares available for future issuance
        under the Registrant's 2000 Equity Incentive Plan and 1,271,420
        additional shares available for future issuance under the Registrant's
        2000 Employee Stock Purchase Plan.

(2)     Represents shares subject to options issued by BlueLark Systems, Inc.
        under its 2000 Equity Incentive Plan, and assumed by Registrant on
        February 14, 2001.

(3)     Estimated pursuant to Rule 457(c) and Rule 457(h), solely for
        calculating the registration fee. Based on the average of the high and
        low prices of the common stock as reported by the Nasdaq National Market
        on March 22, 2001.

(4)     Per share exercise price for such outstanding options calculated
        pursuant to Rule 457(h)(1).


<PAGE>   3

           PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        The Registrant incorporates into this Registration Statement the
following documents filed with the Securities and Exchange Commission (the
"Commission"):

        (a)     The Registrant's Annual Report on Form 10-K for the Registrant's
                fiscal year ended July 1, 2000.

        (b)     The Registrant's Quarterly Report on Form 10-Q for our quarters
                ended September 30, 2000 and December 30, 2000.

        (c)     The description of the Registrant's Common Stock contained in
                Registrant's registration statement on Form 8-A filed on May 30,
                2000 with the Commission 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 offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed incorporated by reference herein 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 the board of directors of a corporation to grant, indemnity to
directors and officers in terms sufficiently broad to permit indemnification
under certain circumstances for liabilities, including reimbursement for
expenses incurred, arising under the Securities Act of 1933.

        As permitted by the Delaware General Corporation Law, the Registrant's
Certificate of Incorporation provides that its directors shall not be liable to
the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent that the exculpation from liabilities
is not permitted under the Delaware General Corporation Law as in effect at the
time such liability is determined. As permitted by the Delaware General
Corporation Law, the Bylaws of the Registrant provide that the Registrant shall
indemnify its directors to the full extent permitted by the laws of the State of
Delaware.

        The Registrant has also entered into indemnification agreements with its
directors and officers that obligate the Registrant to indemnify such directors
and officers against losses incurred in connection with certain claims in their
capacities as agents of the Registrant. The underwriting agreement for the
Registrant's initial public offering provides that the underwriters will
indemnify the officers, directors and controlling persons of the Registrant
against certain liabilities.

        The Registrant maintains directors' and officers' liability insurance.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not Applicable.


                                      II-1
<PAGE>   4

ITEM 8. EXHIBITS.


<TABLE>
<CAPTION>
       Exhibit
        Number                           Exhibit Title
       -------     ------------------------------------------------------------
<S>               <C>
         4.1       Registrant's Second Amended and Restated Certificate of
                   Incorporation (incorporated herein by reference to Exhibit
                   3.3 of Registrant's registration statement on Form S-1,
                   Registration No. 333-33666 (the "Form S-1")).

         4.2       Registrant's Restated Bylaws (incorporated herein by
                   reference to Exhibit 3.5 of the Form S-1).

         4.3       Specimen common stock certificate (incorporated herein by
                   reference to Exhibit 4.1 of the Form S-1).

         4.4       Amended and Restated Investors' Rights Agreement dated July
                   7, 1999 (incorporated herein by reference to Exhibit 4.2 of
                   the Form S-1).

         4.5       Registrant's 2000 Equity Incentive Plan.

         4.6       Registrant's 2000 Employee Stock Purchase Plan.

         4.7       BlueLark Systems, Inc. 2000 Equity Incentive Plan.

         5.1       Opinion of Fenwick & West LLP.

         23.1      Consent of Fenwick & West LLP (included in Exhibit 5.1).

         23.2      Consent of PricewaterhouseCoopers LLP.

         24.1      Power of Attorney (see page II-4).
</TABLE>

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:

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

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

                (iii)   To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        Registration Statement or any material change to such
                        information in the Registration Statement; provided,
                        however, that paragraphs (1)(i) and (1)(ii) above do not
                        apply if the Registration Statement is on Form S-3 or
                        Form S-8 or Form F-3, and the information required to be
                        included in a post-effective amendment by those
                        paragraphs is contained in periodic reports filed with
                        or furnished to the Commission 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.



                                      II-2
<PAGE>   5

        (3)     To remove from registration by means of a post-effective
                amendment any of the securities being registered, which remain
                unsold at the termination of the offering.

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

        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 described in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered hereby, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.



                                      II-3
<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 Mountain View, State of California, on March 23,
2001.


                                             HANDSPRING INC.

                                             By:  /s/ Bernard J. Whitney
                                                 ------------------------------
                                                 Bernard J. Whitney
                                                 Chief Financial Officer


                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Donna L. Dubinsky and Bernard J.
Whitney, and each of them acting individually, as his or her attorney-in-fact,
each with full power of substitution, for him or her in any and all capacities,
to sign any and all amendments to this Registration Statement on Form S-8, 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 each of said attorneys-in-fact, or any substitute, may do or
cause to be done by virtue hereof.

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


PRINCIPAL EXECUTIVE OFFICER:

<TABLE>
<S>                                                         <C>                                       <C>
/s/ Donna L. Dubinsky                                       Chief Executive Officer,                   March 23, 2001
--------------------------------------------                  President and Director
Donna L. Dubinsky


PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER:

/s/ Bernard J. Whitney                                      Chief Financial Officer                    March 23, 2001
--------------------------------------------
Bernard J. Whitney


ADDITIONAL DIRECTORS:

/s/ Jeffrey C. Hawkins                                      Director                                   March 23, 2001
--------------------------------------------
Jeffrey C. Hawkins


                                                            Director                                   March __, 2001
--------------------------------------------
L. John Doerr


/s/ Bruce W. Dunlevie                                       Director                                   March 23, 2001
--------------------------------------------
Bruce W. Dunlevie


/s/ Kim B. Clark                                            Director                                   March 23, 2001
--------------------------------------------
Kim B. Clark


 /s/ Mitchell E. Kertzman                                   Director                                   March 23, 2001
--------------------------------------------
Mitchell E. Kertzman
</TABLE>




                                      II-4
<PAGE>   7

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
      Exhibit
       Number                              Description
      -------                              -----------
<S>               <C>
         4.1       Registrant's Second Amended and Restated Certificate of
                   Incorporation (incorporated herein by reference to Exhibit
                   3.3 of Registrant's registration statement on Form S-1,
                   Registration No. 333-33666 (the "Form S-1")).

         4.2       Registrant's Restated Bylaws (incorporated herein by
                   reference to Exhibit 3.5 of the Form S-1).

         4.3       Specimen common stock certificate (incorporated herein by
                   reference to Exhibit 4.1 of the Form S-1).

         4.4       Amended and Restated Investors' Rights Agreement dated July
                   7, 1999 (incorporated herein by reference to Exhibit 4.2 of
                   the Form S-1).

         4.5       Registrant's 2000 Equity Incentive Plan.

         4.6       Registrant's 2000 Employee Stock Purchase Plan.

         4.7       BlueLark Systems, Inc. 2000 Equity Incentive Plan.

         5.1       Opinion of Fenwick & West LLP.

         23.1      Consent of Fenwick & West LLP (included in Exhibit 5.1).

         23.2      Consent of PricewaterhouseCoopers LLP.

         24.1      Power of Attorney (see page II-4).
</TABLE>
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{"company-data": {"conformed-name": "HANDSPRING INC", "cik": "0001091822", "assigned-sic": "3571", "irs-number": "770490705", "state-of-incorporation": "CA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57536", "film-number": "1578101"}, "business-address": {"street1": "189 BERNARDO AVNEUE", "street2": "SUITE 300", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043-5203", "phone": "6502305000"}}
1

     As filed with the Securities and Exchange Commission on March 23, 2001
                                                      REGISTRATION NO. 333-_____
================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

         DELAWARE                                            77-0490705
(State of Incorporation)                                  (I.R.S. Employer
                                                         Identification No.)

                               189 BERNARDO AVENUE
                         MOUNTAIN VIEW, CALIFORNIA 94043
                    (Address of Principal Executive Offices)

                           2000 EQUITY INCENTIVE PLAN
                        2000 EMPLOYEE STOCK PURCHASE PLAN
            STOCK OPTIONS GRANTED BY BLUELARK SYSTEMS, INC. UNDER ITS
           2000 EQUITY INCENTIVE PLAN AND ASSUMED BY HANDSPRING, INC.
                            (Full title of the Plans)

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

                                  DAVID G. PINE
                       VICE PRESIDENT AND GENERAL COUNSEL
                                HANDSPRING, INC.
                               189 BERNARDO AVENUE
                         MOUNTAIN VIEW, CALIFORNIA 94043
                                 (650) 230-5000
            (Name, Address and Telephone Number of Agent for Service)

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

                                   Copies to:
                            ROBERT A. FREEDMAN, ESQ.
                               FENWICK & WEST LLP
                              TWO PALO ALTO SQUARE
                           PALO ALTO, CALIFORNIA 94306

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================================
      TITLE OF SECURITIES            AMOUNT TO BE      PROPOSED MAXIMUM OFFERING    PROPOSED MAXIMUM AGGREGATE       AMOUNT OF
       TO BE REGISTERED               REGISTERED             PRICE PER SHARE              OFFERING PRICE          REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value        7,628,520(1)            $     14.04(3)           $ 107,104,421.00(3)         $ 26,777.00(3)
Common Stock, $0.001 par value           47,615(2)            $      0.88(4)           $      41,902.00(4)         $     11.00(4)
    Total                                                                                                          $ 26,788.00
==================================================================================================================================
2
(1)     Represents 6,357,100 additional shares available for future issuance
        under the Registrant's 2000 Equity Incentive Plan and 1,271,420
        additional shares available for future issuance under the Registrant's
        2000 Employee Stock Purchase Plan.

(2)     Represents shares subject to options issued by BlueLark Systems, Inc.
        under its 2000 Equity Incentive Plan, and assumed by Registrant on
        February 14, 2001.

(3)     Estimated pursuant to Rule 457(c) and Rule 457(h), solely for
        calculating the registration fee. Based on the average of the high and
        low prices of the common stock as reported by the Nasdaq National Market
        on March 22, 2001.

(4)     Per share exercise price for such outstanding options calculated
        pursuant to Rule 457(h)(1).
3

           PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        The Registrant incorporates into this Registration Statement the
following documents filed with the Securities and Exchange Commission (the
"Commission"):

        (a)     The Registrant's Annual Report on Form 10-K for the Registrant's
                fiscal year ended July 1, 2000.

        (b)     The Registrant's Quarterly Report on Form 10-Q for our quarters
                ended September 30, 2000 and December 30, 2000.

        (c)     The description of the Registrant's Common Stock contained in
                Registrant's registration statement on Form 8-A filed on May 30,
                2000 with the Commission 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 offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed incorporated by reference herein 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 the board of directors of a corporation to grant, indemnity to
directors and officers in terms sufficiently broad to permit indemnification
under certain circumstances for liabilities, including reimbursement for
expenses incurred, arising under the Securities Act of 1933.

        As permitted by the Delaware General Corporation Law, the Registrant's
Certificate of Incorporation provides that its directors shall not be liable to
the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent that the exculpation from liabilities
is not permitted under the Delaware General Corporation Law as in effect at the
time such liability is determined. As permitted by the Delaware General
Corporation Law, the Bylaws of the Registrant provide that the Registrant shall
indemnify its directors to the full extent permitted by the laws of the State of
Delaware.

        The Registrant has also entered into indemnification agreements with its
directors and officers that obligate the Registrant to indemnify such directors
and officers against losses incurred in connection with certain claims in their
capacities as agents of the Registrant. The underwriting agreement for the
Registrant's initial public offering provides that the underwriters will
indemnify the officers, directors and controlling persons of the Registrant
against certain liabilities.

        The Registrant maintains directors' and officers' liability insurance.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not Applicable.

                                      II-1
4

ITEM 8. EXHIBITS.
Exhibit
        Number                           Exhibit Title
       -------     ------------------------------------------------------------
4.1       Registrant's Second Amended and Restated Certificate of
                   Incorporation (incorporated herein by reference to Exhibit
                   3.3 of Registrant's registration statement on Form S-1,
                   Registration No. 333-33666 (the "Form S-1")).

         4.2       Registrant's Restated Bylaws (incorporated herein by
                   reference to Exhibit 3.5 of the Form S-1).

         4.3       Specimen common stock certificate (incorporated herein by
                   reference to Exhibit 4.1 of the Form S-1).

         4.4       Amended and Restated Investors' Rights Agreement dated July
                   7, 1999 (incorporated herein by reference to Exhibit 4.2 of
                   the Form S-1).

         4.5       Registrant's 2000 Equity Incentive Plan.

         4.6       Registrant's 2000 Employee Stock Purchase Plan.

         4.7       BlueLark Systems, Inc. 2000 Equity Incentive Plan.

         5.1       Opinion of Fenwick & West LLP.

         23.1      Consent of Fenwick & West LLP (included in Exhibit 5.1).

         23.2      Consent of PricewaterhouseCoopers LLP.

         24.1      Power of Attorney (see page II-4).
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:

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

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

                (iii)   To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        Registration Statement or any material change to such
                        information in the Registration Statement; provided,
                        however, that paragraphs (1)(i) and (1)(ii) above do not
                        apply if the Registration Statement is on Form S-3 or
                        Form S-8 or Form F-3, and the information required to be
                        included in a post-effective amendment by those
                        paragraphs is contained in periodic reports filed with
                        or furnished to the Commission 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.

                                      II-2
5

        (3)     To remove from registration by means of a post-effective
                amendment any of the securities being registered, which remain
                unsold at the termination of the offering.

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

        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 described in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered hereby, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                      II-3
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 Mountain View, State of California, on March 23,
2001.

                                             HANDSPRING INC.

                                             By:  /s/ Bernard J. Whitney
                                                 ------------------------------
                                                 Bernard J. Whitney
                                                 Chief Financial Officer

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Donna L. Dubinsky and Bernard J.
Whitney, and each of them acting individually, as his or her attorney-in-fact,
each with full power of substitution, for him or her in any and all capacities,
to sign any and all amendments to this Registration Statement on Form S-8, 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 each of said attorneys-in-fact, or any substitute, may do or
cause to be done by virtue hereof.

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

PRINCIPAL EXECUTIVE OFFICER:
/s/ Donna L. Dubinsky                                       Chief Executive Officer,                   March 23, 2001
--------------------------------------------                  President and Director
Donna L. Dubinsky

PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER:

/s/ Bernard J. Whitney                                      Chief Financial Officer                    March 23, 2001
--------------------------------------------
Bernard J. Whitney

ADDITIONAL DIRECTORS:

/s/ Jeffrey C. Hawkins                                      Director                                   March 23, 2001
--------------------------------------------
Jeffrey C. Hawkins

                                                            Director                                   March __, 2001
--------------------------------------------
L. John Doerr

/s/ Bruce W. Dunlevie                                       Director                                   March 23, 2001
--------------------------------------------
Bruce W. Dunlevie

/s/ Kim B. Clark                                            Director                                   March 23, 2001
--------------------------------------------
Kim B. Clark

 /s/ Mitchell E. Kertzman                                   Director                                   March 23, 2001
--------------------------------------------
Mitchell E. Kertzman
II-4
7

                                  EXHIBIT INDEX
Exhibit
       Number                              Description
      -------                              -----------
4.1       Registrant's Second Amended and Restated Certificate of
                   Incorporation (incorporated herein by reference to Exhibit
                   3.3 of Registrant's registration statement on Form S-1,
                   Registration No. 333-33666 (the "Form S-1")).

         4.2       Registrant's Restated Bylaws (incorporated herein by
                   reference to Exhibit 3.5 of the Form S-1).

         4.3       Specimen common stock certificate (incorporated herein by
                   reference to Exhibit 4.1 of the Form S-1).

         4.4       Amended and Restated Investors' Rights Agreement dated July
                   7, 1999 (incorporated herein by reference to Exhibit 4.2 of
                   the Form S-1).

         4.5       Registrant's 2000 Equity Incentive Plan.

         4.6       Registrant's 2000 Employee Stock Purchase Plan.

         4.7       BlueLark Systems, Inc. 2000 Equity Incentive Plan.

         5.1       Opinion of Fenwick & West LLP.

         23.1      Consent of Fenwick & West LLP (included in Exhibit 5.1).

         23.2      Consent of PricewaterhouseCoopers LLP.

         24.1      Power of Attorney (see page II-4).