<PAGE>   1
      As filed with the Securities and Exchange Commission on June 22, 2001
                                                      Registration No. 333-_____


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                              TALARIAN CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

             DELAWARE                                      33-0323810
   (State or Other Jurisdiction                         (I.R.S. Employer
 of Incorporation or Organization)                     Identification No.)

                                333 DISTEL CIRCLE
                           LOS ALTOS, CALIFORNIA 94022
          (Address of Principal Executive Offices, including Zip Code)


                           2000 EQUITY INCENTIVE PLAN
                        2000 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plans)

                                MICHAEL A. MORGAN
                             CHIEF FINANCIAL OFFICER
                              TALARIAN CORPORATION
                                333 DISTEL CIRCLE
                               LOS ALTOS, CA 94022
                                 (650) 965-8050
            (Name, Address and Telephone Number of Agent For Service)

                                   COPIES TO:
                              Barry J. Kramer, Esq.
                              John M. Shields, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                               Palo Alto, CA 94306

<TABLE>
<CAPTION>
                                     CALCULATION OF REGISTRATION FEE
========================================================================================================
                                         AMOUNT     PROPOSED MAXIMUM    PROPOSED MAXIMUM    AMOUNT OF
                                         TO BE       OFFERING PRICE        AGGREGATE       REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED   REGISTERED       PER SHARE        OFFERING PRICE        FEE
--------------------------------------------------------------------------------------------------------
<S>                                   <C>           <C>                 <C>                <C>
Common Stock, $0.001 par value        1,138,586 (1)     $1.75 (2)        $1,992,525.50       $498.13
</TABLE>

(1) Represents 948,822 additional shares reserved for issuance upon exercise of
    stock options under the Registrant's 2000 Equity Incentive Plan, which
    amount represents an automatic increase effective January 1, 2001 equal to
    5% of the total outstanding shares of the Registrant's Common Stock as of
    December 31, 2000. Also includes 189,764 additional shares available for
    issuance under the Registrant's 2000 Employee Stock Purchase Plan, which
    amount represents an automatic increase effective January 1, 2001 equal to
    1% of the total outstanding shares of the Registrant's Common Stock as of
    December 31, 2000. Shares issuable upon exercise of stock options under the
    Registrant's 2000 Equity Incentive Plan, and shares available for issuance
    under the Registrant's 2000 Employee Stock Purchase Plan, were originally
    registered on a Registration Statement on Form S-8 (File No. 333-41946)
    filed on July 21, 2000 (the "Original Form S-8 Registration Statement").
    This registration statement shall cover any additional shares of Common
    Stock which become issuable under the Registrant's 2000 Equity Incentive
    Plan or 2000 Employee Stock Purchase Plan by reason of any stock dividend,
    stock split, recapitalization or any other similar transactions without
    receipt of consideration which results in an increase in the number of
    shares of the Registrant's outstanding Common Stock.

(2) Estimated solely for the purpose of calculating the registration fee in
    accordance with Rule 457(c) under the Securities Act of 1933, and based upon
    an average of the high and low sales prices of the Registrant's Common Stock
    as reported by the Nasdaq National Market on June 20, 2001.

<PAGE>   2

                INCORPORATION OF PREVIOUS REGISTRATION STATEMENT

        Pursuant to General Instruction E of Form S-8, the Registrant is filing
this Registration Statement with the Securities and Exchange Commission (the
"Commission") to register an additional 948,822 shares under the Registrant's
2000 Equity Incentive Plan, and an additional 189,764 shares under the
Registrant's 2000 Employee Stock Purchase Plan, pursuant to the provisions of
those plans providing for an automatic increase in the number of shares reserved
for issuance under such plans. Pursuant to General Instruction E, the contents
of the Original Form S-8 Registration Statement are hereby incorporated by
reference into this registration statement.


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents filed with the Commission are incorporated
herein by reference.

            (a)    The Registrant's Annual Report on Form 10-K for the year
                   ended September 30, 2000 filed on December 27, 2000 pursuant
                   to Section 13(a) of the Securities Exchange Act of 1934, as
                   amended (the "Exchange Act"), which Annual Report contains
                   audited financial statements for the year ended September 30,
                   2000;

            (b)    The Registrant's Quarterly Report on Form 10-Q for the
                   quarter ended December 31, 2000 filed on February 14, 2001
                   pursuant to Section 13(a) of the Exchange Act;

            (c)    The Registrant's Quarterly Report on Form 10-Q for the
                   quarter ended March 31, 2001 filed on May 15, 2001 pursuant
                   to Section 13(a) of the Exchange Act;

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

            (e)    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 to be incorporated by reference
                   herein and to be a part hereof from the date of the filing of
                   such documents.

ITEM 8.   EXHIBITS.

<TABLE>
           <S>       <C>
            5.01     Opinion of Fenwick & West LLP.

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

           23.02     Consent of KPMG LLP, independent auditors.

           24.01     Power of Attorney (see page 2).
</TABLE>



                                       1
<PAGE>   3

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Altos, State of California, on this 21st day of
June, 2001.

                                  TALARIAN CORPORATION


                                  By: /s/ MICHAEL A. MORGAN
                                      ------------------------------------------
                                      Michael A. Morgan
                                      Vice President, Finance and Administration
                                      and Chief Financial Officer


                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Paul A. Larson, Michael A. Morgan and
Thomas J. Laffey, 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 of 1933, 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>
PRINCIPAL EXECUTIVE OFFICER:


/s/ PAUL A. LARSON                     President, Chief Executive Officer      June 21, 2001
---------------------------------                 and Director
Paul A. Larson

PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER:


/s/ MICHAEL A. MORGAN                     Vice President, Finance and          June 21, 2001
---------------------------------      Administration and Chief Financial
Michael A. Morgan                                   Officer


ADDITIONAL DIRECTORS:


/s/ THOMAS J. LAFFEY                    Vice President, Chief Technology       June 21, 2001
---------------------------------       Officer, Secretary and Director
Thomas J. Laffey



/s/ PAUL D. CALLAHAN                                Director                   June 21, 2001
---------------------------------
Paul D. Callahan
</TABLE>



                                       2
<PAGE>   4

<TABLE>
<CAPTION>
           Signature                                 Title                         Date
           ---------                                 -----                         ----
<S>                                   <C>                                      <C>

/s/ DAVID I. CAPLAN                                 Director                   June 21, 2001
---------------------------------
David I. Caplan



/s/ DAVID E. GOLD                                   Director                   June 21, 2001
---------------------------------
David E. Gold



/s/ BRIAN T. HOREY                                  Director                   June 21, 2001
---------------------------------
Brian T. Horey



/s/ RICHARD A. NORTZ                                Director                   June 21, 2001
---------------------------------
Richard A. Nortz
</TABLE>



                                       3
<PAGE>   5

                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit
 Number                              Exhibit Title
--------        --------------------------------------------------------
<S>             <C>
 5.01           Opinion of Fenwick & West LLP
 23.1           Consent of Fenwick & West LLP (included in Exhibit 5.01)
 23.2           Consent of KPMG LLP, independent auditors
 24.1           Power of Attorney (see page II-2)
</TABLE>



                                       4
[{"type": "S-8", "sequence": "1", "filename": "f73647s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 12146}]
{"company-data": {"conformed-name": "TALARIAN CORP", "cik": "0000857914", "assigned-sic": "7372", "irs-number": "330323810", "state-of-incorporation": "CA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63670", "film-number": "1665920"}, "business-address": {"street1": "333 DISTEL CIRCLE", "city": "LOS ALTOS", "state": "CA", "zip": "94022-1404", "phone": "6509658050"}, "mail-address": {"street1": "333 DISTEL CIRCLE", "city": "LOS ALTOS", "state": "CA", "zip": "94022-1404"}}
1
      As filed with the Securities and Exchange Commission on June 22, 2001
                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                              TALARIAN CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

             DELAWARE                                      33-0323810
   (State or Other Jurisdiction                         (I.R.S. Employer
 of Incorporation or Organization)                     Identification No.)

                                333 DISTEL CIRCLE
                           LOS ALTOS, CALIFORNIA 94022
          (Address of Principal Executive Offices, including Zip Code)

                           2000 EQUITY INCENTIVE PLAN
                        2000 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plans)

                                MICHAEL A. MORGAN
                             CHIEF FINANCIAL OFFICER
                              TALARIAN CORPORATION
                                333 DISTEL CIRCLE
                               LOS ALTOS, CA 94022
                                 (650) 965-8050
            (Name, Address and Telephone Number of Agent For Service)

                                   COPIES TO:
                              Barry J. Kramer, Esq.
                              John M. Shields, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                               Palo Alto, CA 94306
CALCULATION OF REGISTRATION FEE
========================================================================================================
                                         AMOUNT     PROPOSED MAXIMUM    PROPOSED MAXIMUM    AMOUNT OF
                                         TO BE       OFFERING PRICE        AGGREGATE       REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED   REGISTERED       PER SHARE        OFFERING PRICE        FEE
--------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value        1,138,586 (1)     $1.75 (2)        $1,992,525.50       $498.13
(1) Represents 948,822 additional shares reserved for issuance upon exercise of
    stock options under the Registrant's 2000 Equity Incentive Plan, which
    amount represents an automatic increase effective January 1, 2001 equal to
    5% of the total outstanding shares of the Registrant's Common Stock as of
    December 31, 2000. Also includes 189,764 additional shares available for
    issuance under the Registrant's 2000 Employee Stock Purchase Plan, which
    amount represents an automatic increase effective January 1, 2001 equal to
    1% of the total outstanding shares of the Registrant's Common Stock as of
    December 31, 2000. Shares issuable upon exercise of stock options under the
    Registrant's 2000 Equity Incentive Plan, and shares available for issuance
    under the Registrant's 2000 Employee Stock Purchase Plan, were originally
    registered on a Registration Statement on Form S-8 (File No. 333-41946)
    filed on July 21, 2000 (the "Original Form S-8 Registration Statement").
    This registration statement shall cover any additional shares of Common
    Stock which become issuable under the Registrant's 2000 Equity Incentive
    Plan or 2000 Employee Stock Purchase Plan by reason of any stock dividend,
    stock split, recapitalization or any other similar transactions without
    receipt of consideration which results in an increase in the number of
    shares of the Registrant's outstanding Common Stock.

(2) Estimated solely for the purpose of calculating the registration fee in
    accordance with Rule 457(c) under the Securities Act of 1933, and based upon
    an average of the high and low sales prices of the Registrant's Common Stock
    as reported by the Nasdaq National Market on June 20, 2001.
2

                INCORPORATION OF PREVIOUS REGISTRATION STATEMENT

        Pursuant to General Instruction E of Form S-8, the Registrant is filing
this Registration Statement with the Securities and Exchange Commission (the
"Commission") to register an additional 948,822 shares under the Registrant's
2000 Equity Incentive Plan, and an additional 189,764 shares under the
Registrant's 2000 Employee Stock Purchase Plan, pursuant to the provisions of
those plans providing for an automatic increase in the number of shares reserved
for issuance under such plans. Pursuant to General Instruction E, the contents
of the Original Form S-8 Registration Statement are hereby incorporated by
reference into this registration statement.

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents filed with the Commission are incorporated
herein by reference.

            (a)    The Registrant's Annual Report on Form 10-K for the year
                   ended September 30, 2000 filed on December 27, 2000 pursuant
                   to Section 13(a) of the Securities Exchange Act of 1934, as
                   amended (the "Exchange Act"), which Annual Report contains
                   audited financial statements for the year ended September 30,
                   2000;

            (b)    The Registrant's Quarterly Report on Form 10-Q for the
                   quarter ended December 31, 2000 filed on February 14, 2001
                   pursuant to Section 13(a) of the Exchange Act;

            (c)    The Registrant's Quarterly Report on Form 10-Q for the
                   quarter ended March 31, 2001 filed on May 15, 2001 pursuant
                   to Section 13(a) of the Exchange Act;

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

            (e)    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 to be incorporated by reference
                   herein and to be a part hereof from the date of the filing of
                   such documents.

ITEM 8.   EXHIBITS.
5.01     Opinion of Fenwick & West LLP.

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

           23.02     Consent of KPMG LLP, independent auditors.

           24.01     Power of Attorney (see page 2).
1
3

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Altos, State of California, on this 21st day of
June, 2001.

                                  TALARIAN CORPORATION

                                  By: /s/ MICHAEL A. MORGAN
                                      ------------------------------------------
                                      Michael A. Morgan
                                      Vice President, Finance and Administration
                                      and Chief Financial Officer

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Paul A. Larson, Michael A. Morgan and
Thomas J. Laffey, 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 of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                 Title                         Date
           ---------                                 -----                         ----
PRINCIPAL EXECUTIVE OFFICER:

/s/ PAUL A. LARSON                     President, Chief Executive Officer      June 21, 2001
---------------------------------                 and Director
Paul A. Larson

PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER:

/s/ MICHAEL A. MORGAN                     Vice President, Finance and          June 21, 2001
---------------------------------      Administration and Chief Financial
Michael A. Morgan                                   Officer

ADDITIONAL DIRECTORS:

/s/ THOMAS J. LAFFEY                    Vice President, Chief Technology       June 21, 2001
---------------------------------       Officer, Secretary and Director
Thomas J. Laffey

/s/ PAUL D. CALLAHAN                                Director                   June 21, 2001
---------------------------------
Paul D. Callahan
2
4
Signature                                 Title                         Date
           ---------                                 -----                         ----
/s/ DAVID I. CAPLAN                                 Director                   June 21, 2001
---------------------------------
David I. Caplan

/s/ DAVID E. GOLD                                   Director                   June 21, 2001
---------------------------------
David E. Gold

/s/ BRIAN T. HOREY                                  Director                   June 21, 2001
---------------------------------
Brian T. Horey

/s/ RICHARD A. NORTZ                                Director                   June 21, 2001
---------------------------------
Richard A. Nortz
3
5

                                INDEX TO EXHIBITS
Exhibit
 Number                              Exhibit Title
--------        --------------------------------------------------------
5.01           Opinion of Fenwick & West LLP
 23.1           Consent of Fenwick & West LLP (included in Exhibit 5.01)
 23.2           Consent of KPMG LLP, independent auditors
 24.1           Power of Attorney (see page II-2)
4