<PAGE>   1

            As filed with the Securities and Exchange Commission on May 8, 2001
                                            Registration No. 333-_______________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             REGISTRATION STATEMENT
                                   ON FORM S-8

                                      UNDER
                           THE SECURITIES ACT OF 1933
                 ----------------------------------------------

                              INGENUUS CORPORATION
             (Exact name of Registrant as specified in its charter)


<TABLE>
<CAPTION>
<S>                           <C>                                  <C>
                                   830 E. Arques Avenue
                                Sunnyvale, California 94086            77-0298386
         Delaware             (Address of principal executive         (IRS Employer
 (State of Incorporation)       offices, including zip code)       Identification Number)
</TABLE>

                 ----------------------------------------------
                             1996 STOCK OPTION PLAN
                             2000 STOCK OPTION PLAN
                            (Full title of the plans)
                 ----------------------------------------------


                               Michael J. Carroll
                      President and Chief Executive Officer
                              INGENUUS CORPORATION
                              830 E. Arques Avenue
                           Sunnyvale, California 94086
                                 (408) 774-2199
            (Name, address and telephone number of agent for service)

================================================================================


<PAGE>   2





<TABLE>
<CAPTION>
                                     CALCULATION OF REGISTRATION FEE
=========================================================================================================
                                                            PROPOSED          PROPOSED
                                            AMOUNT TO        MAXIMUM          MAXIMUM        AMOUNT OF
                                                BE       OFFERING PRICE      AGGREGATE      REGISTRATION
  TITLE OF SECURITIES TO BE REGISTERED      REGISTERED    PER SHARE (1)    OFFERING PRICE       FEE
---------------------------------------------------------------------------------------------------------
<S>                                         <C>          <C>               <C>              <C>
Common Stock to be issued under the 1996
   Stock Option Plan                        2,000,000     $0.365            $  730,000       $162.50
Common Stock to be issued under the 2000
   Stock Option Plan                        5,000,000     $0.365            $1,825,000       $456.50
---------------------------------------------------------------------------------------------------------
                                   TOTAL:   7,000,000                       $2,555,000       $639.00
=========================================================================================================
</TABLE>

(1)  Estimated in accordance with Rule 457(h) solely for the purpose of
     calculating the registration fee based on the price of $0.365 per share,
     which was the average of the high and low price per share of the Common
     Stock as reported on the Nasdaq National Market on May 3, 2001 (the "Market
     Price").


<PAGE>   3


                              INGENUUS CORPORATION

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Information Incorporated by Reference.

        The following documents and information heretofore filed with the
Securities and Exchange Commission are hereby incorporated by reference in this
Registration Statement:

               (a) Ingenuus Corporation's (the "Company") Registration
        Statement on Form S-1 (File No. 333-22913), as amended (the
        "Registration Statement"), filed pursuant to the Securities Act of 1933,
        as amended (the "Securities Act"), relating to the Company's initial
        public offering of its Common Stock.

               (b) The Company's Registration Statement on Form 8-A (File No.
        000-22565) filed pursuant to Section 12 of the Securities and Exchange
        Act 1934, as amended (the "Exchange Act"), on April 17, 1998, and any
        further amendment or report filed hereafter for the purpose of updating
        any such description.

               (c) The Company's Annual Report on Form 10-K for the fiscal year
        ended November 30, 2000.

               (d) The Company's Quarterly Report on Form 10-Q for the fiscal
        quarter ended February 28, 2001.

               (e) All documents subsequently filed by the Company pursuant to
        Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date
        of this Registration Statement and prior to the filing of a
        post-effective amendment which indicates that all securities offered
        have been sold or which deregisters all securities then remaining
        unsold, shall be deemed to be incorporated by reference in this
        Registration Statement and to be part hereof from the date of filing
        such documents.

Item 4.  Description of Securities.

        Not applicable.

Item 5.  Interests of Named Experts and Counsel.

        Counsel for the Company, Wilson Sonsini Goodrich & Rosati, Professional
Corporation, 650 Page Mill Road, Palo Alto, California 94304, has rendered an
opinion as to the Common Stock offered hereby. As of May 7, 2001, certain
members of Wilson Sonsini Goodrich & Rosati, and investment partnerships in
which such persons are partners, beneficially owned approximately 179,974 shares
of the Company's Common Stock.

Item 6.  Indemnification of Directors and Officers.

        The Company's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that directors of a Company will not be personally liable for monetary damages
for breach of their fiduciary duties as directors, except liability for: (i) any


                                      -1-
<PAGE>   4

breach of their duty of loyalty to the Company or its stockholders; (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) unlawful payments of dividends or unlawful stock
repurchases or redemption; or (iv) any transaction from which the director
derived an improper personal benefit. This limitation of liability does not
apply to liabilities arising under the federal securities laws and does not
affect the availability of equitable remedies such as injunctive relief or
rescission.

        The Company's Certificate of Incorporation and Bylaws provide that the
Company shall indemnify the Company's directors and executive officers and may
indemnify other officers and employees and the Company's agents to the fullest
extent permitted by law. The Company believes that indemnification under the
Company's Bylaws covers at least negligence and gross negligence on the part of
indemnified parties. The Company's Bylaws also permit the Company to secure
insurance on behalf of any officer, director, employee or other agent for any
liability arising out of his or her actions in that capacity, regardless of
whether the Bylaws would permit indemnification. The Company has director and
officer liability insurance that covers matters, including matters arising under
the Securities Act.

        The Company has entered into agreements to indemnify the Company's
directors and executive officers, in addition to indemnification provided for in
the Company's Bylaws. These agreements, among other things, provide for
indemnification of the Company's directors and executive officers for judgments,
fines, settlement amounts and expenses, including attorneys' fees, incurred by
any of these persons in any action or proceeding, including any action by or in
the right of Company, arising out of that person's services as a director or
executive officer of the Company, any subsidiary of the Company or any other
company or enterprise to which the person provides services at the Company's
request. The Company believes that these provisions and agreements are necessary
to attract and retain qualified persons as directors and executive officers.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8.  Exhibits.

      Exhibit
      Number
      -------
        5.1         Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                    Corporation

        23.1        Consent of Independent Auditors

        23.2        Consent of Counsel (contained in Exhibit 5.1)

        25.1        Power of Attorney (see page 4)

Item 9.  Undertakings.

        (a) The Company hereby undertakes:

            (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.

            (2) That, for 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


                                      -2-
<PAGE>   5

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 that remain unsold at the
termination of the offering.

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

        (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company 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.



                                      -3-
<PAGE>   6


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Sunnyvale, State of California, on May 7, 2001.

                                    INGENUUS CORPORATION

                                    By: /s/ MICHAEL J. CARROLL
                                        ----------------------------------------
                                        Michael J. Carroll
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Conrad Dell'Oca and Michael J. Carroll,
jointly and severally, his attorneys-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any 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 his substitute or substitutes, may do or cause to be done
by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in their
capacities set forth below on May 7, 2001.

<TABLE>
<CAPTION>
              Signature                           Title
-----------------------------      ---------------------------------------------
<S>                                <C>
 /s/ CONRAD DELL'OCA               Chairman of the Board of Directors
----------------------------
 Conrad Dell'Oca


/s/  MICHAEL J. CARROLL            President and Chief Executive Officer
----------------------------       (Principal Executive Officer)
 Michael J. Carroll


/s/ RANDY SINGH                    Acting Chief Financial Officer
----------------------------       (Principal Financial and Accounting Officer)
 Randy Singh


/s/ DOUGLAS E. KLINT               Vice President, Secretary and General Counsel
----------------------------
 Douglas E. Klint


/s/ RONALD K. BELL                 Director
----------------------------
 Ronald K. Bell


/s/ AL WILSON                      Director
----------------------------
 Al Wilson
</TABLE>



                                      -4-
<PAGE>   7

                               INDEX TO EXHIBITS


      Exhibit
      Number        Description
      -------       ------------------------------------------------------------
        5.1         Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                    Corporation

        23.1        Consent of Independent Auditors

        23.2        Consent of Counsel (contained in Exhibit 5.1)

        25.1        Power of Attorney (see page 4)
[{"type": "S-8", "sequence": "1", "filename": "f72176s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 15150}]
{"company-data": {"conformed-name": "INGENUUS CORP", "cik": "0001031911", "assigned-sic": "7372", "irs-number": "770298386", "state-of-incorporation": "DE", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60446", "film-number": "1625819"}, "business-address": {"street1": "830 E ARQUES AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94086", "phone": "4087742199"}, "mail-address": {"street1": "830 E ARQUES AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94086"}, "former-company": {"former-conformed-name": "ASPEC TECHNOLOGY INC", "date-changed": "19970131"}}
1

            As filed with the Securities and Exchange Commission on May 8, 2001
                                            Registration No. 333-_______________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             REGISTRATION STATEMENT
                                   ON FORM S-8

                                      UNDER
                           THE SECURITIES ACT OF 1933
                 ----------------------------------------------

                              INGENUUS CORPORATION
             (Exact name of Registrant as specified in its charter)
830 E. Arques Avenue
                                Sunnyvale, California 94086            77-0298386
         Delaware             (Address of principal executive         (IRS Employer
 (State of Incorporation)       offices, including zip code)       Identification Number)
----------------------------------------------
                             1996 STOCK OPTION PLAN
                             2000 STOCK OPTION PLAN
                            (Full title of the plans)
                 ----------------------------------------------

                               Michael J. Carroll
                      President and Chief Executive Officer
                              INGENUUS CORPORATION
                              830 E. Arques Avenue
                           Sunnyvale, California 94086
                                 (408) 774-2199
            (Name, address and telephone number of agent for service)

================================================================================
2
CALCULATION OF REGISTRATION FEE
=========================================================================================================
                                                            PROPOSED          PROPOSED
                                            AMOUNT TO        MAXIMUM          MAXIMUM        AMOUNT OF
                                                BE       OFFERING PRICE      AGGREGATE      REGISTRATION
  TITLE OF SECURITIES TO BE REGISTERED      REGISTERED    PER SHARE (1)    OFFERING PRICE       FEE
---------------------------------------------------------------------------------------------------------
Common Stock to be issued under the 1996
   Stock Option Plan                        2,000,000     $0.365            $  730,000       $162.50
Common Stock to be issued under the 2000
   Stock Option Plan                        5,000,000     $0.365            $1,825,000       $456.50
---------------------------------------------------------------------------------------------------------
                                   TOTAL:   7,000,000                       $2,555,000       $639.00
=========================================================================================================
(1)  Estimated in accordance with Rule 457(h) solely for the purpose of
     calculating the registration fee based on the price of $0.365 per share,
     which was the average of the high and low price per share of the Common
     Stock as reported on the Nasdaq National Market on May 3, 2001 (the "Market
     Price").
3

                              INGENUUS CORPORATION

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Information Incorporated by Reference.

        The following documents and information heretofore filed with the
Securities and Exchange Commission are hereby incorporated by reference in this
Registration Statement:

               (a) Ingenuus Corporation's (the "Company") Registration
        Statement on Form S-1 (File No. 333-22913), as amended (the
        "Registration Statement"), filed pursuant to the Securities Act of 1933,
        as amended (the "Securities Act"), relating to the Company's initial
        public offering of its Common Stock.

               (b) The Company's Registration Statement on Form 8-A (File No.
        000-22565) filed pursuant to Section 12 of the Securities and Exchange
        Act 1934, as amended (the "Exchange Act"), on April 17, 1998, and any
        further amendment or report filed hereafter for the purpose of updating
        any such description.

               (c) The Company's Annual Report on Form 10-K for the fiscal year
        ended November 30, 2000.

               (d) The Company's Quarterly Report on Form 10-Q for the fiscal
        quarter ended February 28, 2001.

               (e) All documents subsequently filed by the Company pursuant to
        Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date
        of this Registration Statement and prior to the filing of a
        post-effective amendment which indicates that all securities offered
        have been sold or which deregisters all securities then remaining
        unsold, shall be deemed to be incorporated by reference in this
        Registration Statement and to be part hereof from the date of filing
        such documents.

Item 4.  Description of Securities.

        Not applicable.

Item 5.  Interests of Named Experts and Counsel.

        Counsel for the Company, Wilson Sonsini Goodrich & Rosati, Professional
Corporation, 650 Page Mill Road, Palo Alto, California 94304, has rendered an
opinion as to the Common Stock offered hereby. As of May 7, 2001, certain
members of Wilson Sonsini Goodrich & Rosati, and investment partnerships in
which such persons are partners, beneficially owned approximately 179,974 shares
of the Company's Common Stock.

Item 6.  Indemnification of Directors and Officers.

        The Company's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that directors of a Company will not be personally liable for monetary damages
for breach of their fiduciary duties as directors, except liability for: (i) any

                                      -1-
4

breach of their duty of loyalty to the Company or its stockholders; (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) unlawful payments of dividends or unlawful stock
repurchases or redemption; or (iv) any transaction from which the director
derived an improper personal benefit. This limitation of liability does not
apply to liabilities arising under the federal securities laws and does not
affect the availability of equitable remedies such as injunctive relief or
rescission.

        The Company's Certificate of Incorporation and Bylaws provide that the
Company shall indemnify the Company's directors and executive officers and may
indemnify other officers and employees and the Company's agents to the fullest
extent permitted by law. The Company believes that indemnification under the
Company's Bylaws covers at least negligence and gross negligence on the part of
indemnified parties. The Company's Bylaws also permit the Company to secure
insurance on behalf of any officer, director, employee or other agent for any
liability arising out of his or her actions in that capacity, regardless of
whether the Bylaws would permit indemnification. The Company has director and
officer liability insurance that covers matters, including matters arising under
the Securities Act.

        The Company has entered into agreements to indemnify the Company's
directors and executive officers, in addition to indemnification provided for in
the Company's Bylaws. These agreements, among other things, provide for
indemnification of the Company's directors and executive officers for judgments,
fines, settlement amounts and expenses, including attorneys' fees, incurred by
any of these persons in any action or proceeding, including any action by or in
the right of Company, arising out of that person's services as a director or
executive officer of the Company, any subsidiary of the Company or any other
company or enterprise to which the person provides services at the Company's
request. The Company believes that these provisions and agreements are necessary
to attract and retain qualified persons as directors and executive officers.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8.  Exhibits.

      Exhibit
      Number
      -------
        5.1         Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                    Corporation

        23.1        Consent of Independent Auditors

        23.2        Consent of Counsel (contained in Exhibit 5.1)

        25.1        Power of Attorney (see page 4)

Item 9.  Undertakings.

        (a) The Company hereby undertakes:

            (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.

            (2) That, for 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

                                      -2-
5

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 that remain unsold at the
termination of the offering.

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

        (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company 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.

                                      -3-
6

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Sunnyvale, State of California, on May 7, 2001.

                                    INGENUUS CORPORATION

                                    By: /s/ MICHAEL J. CARROLL
                                        ----------------------------------------
                                        Michael J. Carroll
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Conrad Dell'Oca and Michael J. Carroll,
jointly and severally, his attorneys-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any 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 his substitute or substitutes, may do or cause to be done
by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in their
capacities set forth below on May 7, 2001.
Signature                           Title
-----------------------------      ---------------------------------------------
/s/ CONRAD DELL'OCA               Chairman of the Board of Directors
----------------------------
 Conrad Dell'Oca

/s/  MICHAEL J. CARROLL            President and Chief Executive Officer
----------------------------       (Principal Executive Officer)
 Michael J. Carroll

/s/ RANDY SINGH                    Acting Chief Financial Officer
----------------------------       (Principal Financial and Accounting Officer)
 Randy Singh

/s/ DOUGLAS E. KLINT               Vice President, Secretary and General Counsel
----------------------------
 Douglas E. Klint

/s/ RONALD K. BELL                 Director
----------------------------
 Ronald K. Bell

/s/ AL WILSON                      Director
----------------------------
 Al Wilson
-4-
7

                               INDEX TO EXHIBITS

      Exhibit
      Number        Description
      -------       ------------------------------------------------------------
        5.1         Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                    Corporation

        23.1        Consent of Independent Auditors

        23.2        Consent of Counsel (contained in Exhibit 5.1)

        25.1        Power of Attorney (see page 4)