<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)


                       1994 EMPLOYEE STOCK PURCHASE PLAN,
                      1998 EMPLOYEE STOCK PURCHASE PLAN AND
                            OPTIONS GRANTED UNDER THE
                    NETWAVE TECHNOLOGIES, INC. NON-QUALIFIED
               STOCK OPTION PLAN AND ASSUMED BY BAY NETWORKS, INC.
               ---------------------------------------------------
                            (Full title of the plan)

                                 DAVID J. RYNNE
              EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                               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 maximum          Proposed maximum
Title  of securities to be         Amount to be             offering price per         aggregate offering           Amount of
      registered(1)                 registered                    share(2)                   price(1)             registration fee
--------------------------- --------------------------- -------------------------- -------------------------- ----------------------

<S>                                <C>                      <C>                        <C>                        <C>
1994 Employee Stock Purchase Plan

Common Stock,                        2,000,000                 $25.45                   $50,900,000
par value $0.01


1998 Employee Stock Purchase Plan

Common Stock,                          500,000                 $25.45                   $12,725,000
par value $0.01


Assumed Netwave Stock Options

Common Stock,                           52,737                 $0.578                   $30,482
par value $0.01



TOTAL                                2,552,737                                          $63,655,482                  $18,778.37
</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, 1997.


----------

(1)         Includes options and rights to acquire such Common Stock.

(2)         Estimated pursuant to Rule 457 solely for purposes of calculating
            the registration fee. The 1994 Employee Stock Purchase Plan and the
            1998 Employee Stock Purchase Plan establish a purchase price equal
            to 85% of the fair market value of the Company's Common Stock and,
            therefore, the price is based upon 85% of the average of the high
            and low prices of the Common Stock on June 18, 1998 as
            reported on the New York Stock Exchange. With respect to the assumed
            Netwave stock options, the price is based on the average exercise
            price of the assumed options.



<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

            Inapplicable.

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").

Item 7.     Exemption From Registration Claimed

            Inapplicable.

Item 8.     Exhibits

            See Exhibit Index.



<PAGE>   4
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.

            (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>   5
                                    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
June 22, 1998.

                                           BAY NETWORKS, INC.



                                           By: /s/ David J. Rynne
                                              ----------------------------------
                                              David J. Rynne
                                              Executive Vice President and 
                                              Chief Financial Officer



                                POWER OF ATTORNEY

            The officers and directors of Bay Networks, Inc. whose signatures
appear below, hereby constitute and appoint David L. House 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 June 22, 1998.


<TABLE>
<CAPTION>

Signature                          Title
--------------------------------------------------------------------------------
<S>                                <C>
/s/ David L. House               Chairman of the Board, President and Chief 
-------------------------------  Executive Officer (Principal Executive Officer)
David L. House


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


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


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


/s/ Shelby H. Carter, Jr.        Director
-------------------------------
Shelby H. Carter, Jr.
</TABLE>



<PAGE>   6
<TABLE>

<S>                                <C>    
/s/ Kathleen A. Cote               Director
-------------------------------
Kathleen A. Cote


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


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


/s/ Paul J. Severino               Director
-------------------------------
Paul J. Severino
</TABLE>



<PAGE>   7
                                  EXHIBIT INDEX



          4.1       Restated Certificate of Incorporation of the Company is
                    incorporated by reference to Exhibit 3.1 to the Company's
                    report on Form 10-Q for the quarterly period ended March 28,
                    1998

          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       Certificate of Amendment of the Restated Certificate of
                    Incorporation of the Company is incorporated by reference to
                    Exhibit 3.3 to the Company's report on Form 10-Q for the
                    quarterly period ended March 28, 1998

          4.4       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 regarding legality

          23.1      Consent of Counsel (included in Exhibit 5)

          23.2      Consent of Ernst & Young LLP, Independent Auditors

          24        Power of Attorney (included in signature pages to this
                    registration statement)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16061}]
{"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": "333-57493", "film-number": "98652540"}, "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)

                       1994 EMPLOYEE STOCK PURCHASE PLAN,
                      1998 EMPLOYEE STOCK PURCHASE PLAN AND
                            OPTIONS GRANTED UNDER THE
                    NETWAVE TECHNOLOGIES, INC. NON-QUALIFIED
               STOCK OPTION PLAN AND ASSUMED BY BAY NETWORKS, INC.
               ---------------------------------------------------
                            (Full title of the plan)

                                 DAVID J. RYNNE
              EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                               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 maximum          Proposed maximum
Title  of securities to be         Amount to be             offering price per         aggregate offering           Amount of
      registered(1)                 registered                    share(2)                   price(1)             registration fee
--------------------------- --------------------------- -------------------------- -------------------------- ----------------------
1994 Employee Stock Purchase Plan

Common Stock,                        2,000,000                 $25.45                   $50,900,000
par value $0.01

1998 Employee Stock Purchase Plan

Common Stock,                          500,000                 $25.45                   $12,725,000
par value $0.01

Assumed Netwave Stock Options

Common Stock,                           52,737                 $0.578                   $30,482
par value $0.01

TOTAL                                2,552,737                                          $63,655,482                  $18,778.37
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, 1997.

----------

(1)         Includes options and rights to acquire such Common Stock.

(2)         Estimated pursuant to Rule 457 solely for purposes of calculating
            the registration fee. The 1994 Employee Stock Purchase Plan and the
            1998 Employee Stock Purchase Plan establish a purchase price equal
            to 85% of the fair market value of the Company's Common Stock and,
            therefore, the price is based upon 85% of the average of the high
            and low prices of the Common Stock on June 18, 1998 as
            reported on the New York Stock Exchange. With respect to the assumed
            Netwave stock options, the price is based on the average exercise
            price of the assumed options.
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

            Inapplicable.

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").

Item 7.     Exemption From Registration Claimed

            Inapplicable.

Item 8.     Exhibits

            See Exhibit Index.
4
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.

            (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.
5
                                    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
June 22, 1998.

                                           BAY NETWORKS, INC.

                                           By: /s/ David J. Rynne
                                              ----------------------------------
                                              David J. Rynne
                                              Executive Vice President and 
                                              Chief Financial Officer

                                POWER OF ATTORNEY

            The officers and directors of Bay Networks, Inc. whose signatures
appear below, hereby constitute and appoint David L. House 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 June 22, 1998.
Signature                          Title
--------------------------------------------------------------------------------
/s/ David L. House               Chairman of the Board, President and Chief 
-------------------------------  Executive Officer (Principal Executive Officer)
David L. House

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

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

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

/s/ Shelby H. Carter, Jr.        Director
-------------------------------
Shelby H. Carter, Jr.
6
/s/ Kathleen A. Cote               Director
-------------------------------
Kathleen A. Cote

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

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

/s/ Paul J. Severino               Director
-------------------------------
Paul J. Severino
7
                                  EXHIBIT INDEX

          4.1       Restated Certificate of Incorporation of the Company is
                    incorporated by reference to Exhibit 3.1 to the Company's
                    report on Form 10-Q for the quarterly period ended March 28,
                    1998

          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       Certificate of Amendment of the Restated Certificate of
                    Incorporation of the Company is incorporated by reference to
                    Exhibit 3.3 to the Company's report on Form 10-Q for the
                    quarterly period ended March 28, 1998

          4.4       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 regarding legality

          23.1      Consent of Counsel (included in Exhibit 5)

          23.2      Consent of Ernst & Young LLP, Independent Auditors

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