<PAGE>   1
                                                   Registration No. ____________

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               BAY NETWORKS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             DELAWARE                                   04-2916246
---------------------------------          -----------------------------------
   (State or other jurisdiction            (I.R.S. employer identification no.)
of incorporation or organization)

                           4401 GREAT AMERICA PARKWAY
                          SANTA CLARA, CALIFORNIA 95054
               ---------------------------------------------------
               (Address of principal executive offices) (Zip code)

                               BAY NETWORKS, INC.
                            OPTIONS GRANTED UNDER THE
                  RAPID CITY COMMUNICATIONS 1996 STOCK PLAN AND
                    RAPID CITY COMMUNICATIONS 1997 STOCK PLAN
                        AND ASSUMED BY BAY NETWORKS, INC.
                  ---------------------------------------------
                            (Full title of the plan)

                               JOHN J. POGGI, JR.
                  VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                               BAY NETWORKS, INC.
                           4401 GREAT AMERICA PARKWAY
                          SANTA CLARA, CALIFORNIA 95054
                  ---------------------------------------------
                     (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (408) 988-2400

This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.

<PAGE>   2

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                   Proposed          Proposed
Title of                           maximum           maximum
securities       Amount            offering          aggregate     Amount of
to be            to be             price per         offering      registration
registered       registered        share(1)          price(1)      fee
--------------------------------------------------------------------------------

<S>              <C>               <C>            <C>              <C>
Rapid City Communications 1996 Stock Plan

                  68,472           $0.2439        $16,700.32

Rapid City Communications 1997 Stock Plan

                  69,394           $0.4673        $32,427.82


TOTAL            137,866                          $49,128.14        $14.89
</TABLE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference

            Bay Networks, Inc. (the "Company") hereby incorporates by reference
in this registration statement the following documents:

            (a) The Company's latest annual report on Form 10-K filed pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), containing audited financial statements for the Company's
latest fiscal year ended June 30, 1996.


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

      (1) The securities to be registered are shares of Common Stock, par value
$0.01, of the Company issuable under options granted under the specified equity
compensation plan, which have been assumed by the Company, and include the
options to acquire such Common Stock. The offering price is estimated pursuant
to Rule 457 solely for purposes of calculating the registration fee and is
computed on the basis of the average exercise prices.

<PAGE>   3
      (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.

      (c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.

      (d) The description of the Company's Preferred Stock Purchase Rights
contained in the Company's Registration Statement on Form 8-A, filed pursuant to
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.

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

Item 4. Description of Securities

      The class of securities to be offered is registered under Section 12 of
the Exchange Act.

Item 5. Interests of Named Experts and Counsel

      Inapplicable.

Item 6. Indemnification of Directors and Officers

      The Company's Restated Certificate of Incorporation provides that the
Company shall indemnify its directors and officers to the full extent permitted
by Delaware law, including in circumstances in which indemnification is
otherwise discretionary under Delaware law, may advance their expenses incurred
as a result of any proceeding against them as to which they could be indemnified
and may maintain directors' and officers' liability insurance, if available on
reasonable terms.

      In addition, with the approval of its Board of Directors, the Company has
entered into separate indemnification agreements with its directors and officers
which require the Company to, among other things, indemnify them against certain
liabilities which may arise by reason of their status or service.

      These indemnification provisions may be sufficiently broad to permit
indemnification of the Company's officers and directors for liabilities
(including reimbursement of expenses incurred) arising under the Securities Act
of 1933, as amended (the "Securities Act").

<PAGE>   4
Item 7. Exemption From Registration Claimed

      Inapplicable.

Item 8. Exhibits

      See Exhibit Index.

Item 9. Undertakings

      (a) Rule 415 Offering

      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;

          (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 (a)(1)(i) and (a)(l)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant 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.

      (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.

<PAGE>   5
      (b) Filing incorporating subsequent Exchange Act documents by reference

          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 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.

      (h) Request for acceleration of effective date or filing of registration
statement on Form S-8

          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 foregoing provisions, 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, 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.

<PAGE>   6
                                    SIGNATURE

      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 Santa Clara, State of California, on
July 7, 1997.

                                               Bay Networks, Inc.


                                                 /s/ John J. Poggi, Jr.
                                            By:_________________________________
                                                 John J. Poggi, Jr.,
                                                 Vice President, General Counsel
                                                 and Secretary



                                POWER OF ATTORNEY

      The officers and directors of Bay Networks, Inc. whose signatures appear
below, hereby constitute and appoint John J. Poggi, Jr. and David J. Rynne, and
each of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this registration statement on Form
S-8, and each of the undersigned does hereby ratify and confirm all that each of
said attorney and agent, or their, her or his substitutes, shall 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 the capacities indicated on July 7, 1997.


Signature                                   Title




/s/ David L. House               President, Chief Executive Officer and Chairman
------------------------------   of the Board of Directors (Principal Executive
David L. House                   Officer)


/s/ David J. Rynne               Executive Vice President and Chief Financial
------------------------------   Officer (Principal Financial Officer)
David J. Rynne 
<PAGE>   7



/s/ Robin G. Seim                    Vice President and Corporate Controller 
-----------------------------        (Principal Accounting Officer)
Robin G. Seim                              


/s/ Arthur Carr                      Director
-----------------------------
Arthur Carr


/s/ Shelby H. Carter, Jr.            Director
------------------------------
Shelby H. Carter, Jr.



/s/ Kathleen Ann Cote                Director
-----------------------------
Kathleen Ann Cote                           



/s/ John S. Lewis                    Director
-----------------------------
John S. Lewis 



/s/ Andrew K. Ludwick                Director
-----------------------------
Andrew K. Ludwick   



/s/ Benjamin F. Robelen              Director
-----------------------------
Benjamin F. Robelen         



/s/ Ronald V. Schmidt                Director
-----------------------------
Ronald V. Schmidt                 



/s/ Paul J. Severino                 Director
-----------------------------
Paul J. Severino    

<PAGE>   8
                                  EXHIBIT INDEX



        4.1    Restated Certificate of Incorporation of the Company is
               incorporated by reference to Exhibit 4.1 to the Company's
               Registration Statement on Form S-8 filed with the Securities and
               Exchange Commission on May 26, 1995 (file No.
               33-92736)

        4.2    Amended and Restated Bylaws of the Company are incorporated by
               reference to Exhibit 3.3 to the Company's registration statement
               on Form S-4 filed with the Securities and Exchange Commission on
               September 14, 1994

        4.3    Rights Agreement is incorporated by reference to Exhibit 1 to the
               Company's report on Form 8-K dated February 7, 1995 (File No.
               0-19366)

        5      Opinion re legality

        23.1   Consent of Counsel (included in Exhibit 5)

        23.2   Consent of Ernst & Young LLP, Independent Auditors

        23.3   Consent of Price Waterhouse LLP, Independent Accountants

        24     Power of Attorney (included in signature pages to this 
               registration statement)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 14933}]
{"company-data": {"conformed-name": "BAY NETWORKS INC", "cik": "0000876516", "assigned-sic": "3576", "irs-number": "042916246", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30907", "film-number": "97637597"}, "business-address": {"street1": "4401 GREAT AMERICA PKWY", "city": "SANTA CLARA", "state": "CA", "zip": "95054", "phone": "4089882400"}, "mail-address": {"street1": "4401 GREAT AMERICA PKWY", "street2": "P O BOX 58185", "city": "SANTA CLARA", "state": "CA", "zip": "95052-8185"}, "former-company": {"former-conformed-name": "WELLFLEET COMMUNICATIONS INC", "date-changed": "19930328"}}
1
                                                   Registration No. ____________

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               BAY NETWORKS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             DELAWARE                                   04-2916246
---------------------------------          -----------------------------------
   (State or other jurisdiction            (I.R.S. employer identification no.)
of incorporation or organization)

                           4401 GREAT AMERICA PARKWAY
                          SANTA CLARA, CALIFORNIA 95054
               ---------------------------------------------------
               (Address of principal executive offices) (Zip code)

                               BAY NETWORKS, INC.
                            OPTIONS GRANTED UNDER THE
                  RAPID CITY COMMUNICATIONS 1996 STOCK PLAN AND
                    RAPID CITY COMMUNICATIONS 1997 STOCK PLAN
                        AND ASSUMED BY BAY NETWORKS, INC.
                  ---------------------------------------------
                            (Full title of the plan)

                               JOHN J. POGGI, JR.
                  VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                               BAY NETWORKS, INC.
                           4401 GREAT AMERICA PARKWAY
                          SANTA CLARA, CALIFORNIA 95054
                  ---------------------------------------------
                     (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (408) 988-2400

This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
2
--------------------------------------------------------------------------------

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                   Proposed          Proposed
Title of                           maximum           maximum
securities       Amount            offering          aggregate     Amount of
to be            to be             price per         offering      registration
registered       registered        share(1)          price(1)      fee
--------------------------------------------------------------------------------
Rapid City Communications 1996 Stock Plan

                  68,472           $0.2439        $16,700.32

Rapid City Communications 1997 Stock Plan

                  69,394           $0.4673        $32,427.82

TOTAL            137,866                          $49,128.14        $14.89
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

            Bay Networks, Inc. (the "Company") hereby incorporates by reference
in this registration statement the following documents:

            (a) The Company's latest annual report on Form 10-K filed pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), containing audited financial statements for the Company's
latest fiscal year ended June 30, 1996.

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

      (1) The securities to be registered are shares of Common Stock, par value
$0.01, of the Company issuable under options granted under the specified equity
compensation plan, which have been assumed by the Company, and include the
options to acquire such Common Stock. The offering price is estimated pursuant
to Rule 457 solely for purposes of calculating the registration fee and is
computed on the basis of the average exercise prices.
3
      (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.

      (c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.

      (d) The description of the Company's Preferred Stock Purchase Rights
contained in the Company's Registration Statement on Form 8-A, filed pursuant to
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.

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

Item 4. Description of Securities

      The class of securities to be offered is registered under Section 12 of
the Exchange Act.

Item 5. Interests of Named Experts and Counsel

      Inapplicable.

Item 6. Indemnification of Directors and Officers

      The Company's Restated Certificate of Incorporation provides that the
Company shall indemnify its directors and officers to the full extent permitted
by Delaware law, including in circumstances in which indemnification is
otherwise discretionary under Delaware law, may advance their expenses incurred
as a result of any proceeding against them as to which they could be indemnified
and may maintain directors' and officers' liability insurance, if available on
reasonable terms.

      In addition, with the approval of its Board of Directors, the Company has
entered into separate indemnification agreements with its directors and officers
which require the Company to, among other things, indemnify them against certain
liabilities which may arise by reason of their status or service.

      These indemnification provisions may be sufficiently broad to permit
indemnification of the Company's officers and directors for liabilities
(including reimbursement of expenses incurred) arising under the Securities Act
of 1933, as amended (the "Securities Act").
4
Item 7. Exemption From Registration Claimed

      Inapplicable.

Item 8. Exhibits

      See Exhibit Index.

Item 9. Undertakings

      (a) Rule 415 Offering

      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;

          (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 (a)(1)(i) and (a)(l)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant 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.

      (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.
5
      (b) Filing incorporating subsequent Exchange Act documents by reference

          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 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.

      (h) Request for acceleration of effective date or filing of registration
statement on Form S-8

          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 foregoing provisions, 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, 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.
6
                                    SIGNATURE

      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 Santa Clara, State of California, on
July 7, 1997.

                                               Bay Networks, Inc.

                                                 /s/ John J. Poggi, Jr.
                                            By:_________________________________
                                                 John J. Poggi, Jr.,
                                                 Vice President, General Counsel
                                                 and Secretary

                                POWER OF ATTORNEY

      The officers and directors of Bay Networks, Inc. whose signatures appear
below, hereby constitute and appoint John J. Poggi, Jr. and David J. Rynne, and
each of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this registration statement on Form
S-8, and each of the undersigned does hereby ratify and confirm all that each of
said attorney and agent, or their, her or his substitutes, shall 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 the capacities indicated on July 7, 1997.

Signature                                   Title

/s/ David L. House               President, Chief Executive Officer and Chairman
------------------------------   of the Board of Directors (Principal Executive
David L. House                   Officer)

/s/ David J. Rynne               Executive Vice President and Chief Financial
------------------------------   Officer (Principal Financial Officer)
David J. Rynne
7

/s/ Robin G. Seim                    Vice President and Corporate Controller 
-----------------------------        (Principal Accounting Officer)
Robin G. Seim                              

/s/ Arthur Carr                      Director
-----------------------------
Arthur Carr

/s/ Shelby H. Carter, Jr.            Director
------------------------------
Shelby H. Carter, Jr.

/s/ Kathleen Ann Cote                Director
-----------------------------
Kathleen Ann Cote                           

/s/ John S. Lewis                    Director
-----------------------------
John S. Lewis 

/s/ Andrew K. Ludwick                Director
-----------------------------
Andrew K. Ludwick   

/s/ Benjamin F. Robelen              Director
-----------------------------
Benjamin F. Robelen         

/s/ Ronald V. Schmidt                Director
-----------------------------
Ronald V. Schmidt                 

/s/ Paul J. Severino                 Director
-----------------------------
Paul J. Severino
8
                                  EXHIBIT INDEX

        4.1    Restated Certificate of Incorporation of the Company is
               incorporated by reference to Exhibit 4.1 to the Company's
               Registration Statement on Form S-8 filed with the Securities and
               Exchange Commission on May 26, 1995 (file No.
               33-92736)

        4.2    Amended and Restated Bylaws of the Company are incorporated by
               reference to Exhibit 3.3 to the Company's registration statement
               on Form S-4 filed with the Securities and Exchange Commission on
               September 14, 1994

        4.3    Rights Agreement is incorporated by reference to Exhibit 1 to the
               Company's report on Form 8-K dated February 7, 1995 (File No.
               0-19366)

        5      Opinion re legality

        23.1   Consent of Counsel (included in Exhibit 5)

        23.2   Consent of Ernst & Young LLP, Independent Auditors

        23.3   Consent of Price Waterhouse LLP, Independent Accountants

        24     Power of Attorney (included in signature pages to this 
               registration statement)