<PAGE>   1
 
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 26, 1998
                                            REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
 
                                  CLARIFY INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                              <C>                              <C>
           DELAWARE                           7372                          77-0259235
(STATE OR OTHER JURISDICTION OF   (PRIMARY STANDARD INDUSTRIAL           (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)           CLASSIFICATION               IDENTIFICATION NUMBER)
                                          CODE NUMBER)
</TABLE>
 
                                2125 O'NEL DRIVE
                           SAN JOSE, CALIFORNIA 95131
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
 
                   CLARIFY INC. EMPLOYEE STOCK PURCHASE PLAN
               CLARIFY INC. 1995 STOCK OPTION/STOCK ISSUANCE PLAN
           OPTIONS GRANTED UNDER WRITTEN COMPENSATION AGREEMENTS WITH
      ANTHONY ZINGALE, KIRSTEN BERG-PAINTER, JAN PRAISNER AND JEANNE URICH
                           (FULL TITLE OF THE PLANS)
 
                                ANTHONY ZINGALE
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               2125 O'NEL DRIVE,
                               SAN JOSE, CA 95131
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
 
                                 (408) 573-3000
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
 
                        CALCULATION OF REGISTRATION FEE
 
<TABLE>
<S>                                 <C>                   <C>                   <C>                   <C>
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
                                                            PROPOSED MAXIMUM      PROPOSED MAXIMUM
TITLE OF EACH CLASS OF                   AMOUNT TO           OFFERING PRICE          AGGREGATE             AMOUNT OF
SECURITIES TO BE REGISTERED          BE REGISTERED (1)         PER SHARE           OFFERING PRICE       REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------
Employee Stock Purchase Plan:.....        500,000                 N/A                   N/A                   N/A
Common Stock, $0.0001 par value...     500,000 shares           $8.50(2)            $4,250,000(2)          $1,253.75

1995 Stock Option / Stock Issuance
  Plan:
Options to purchase Common
  Stock...........................       1,226,217                N/A                   N/A                   N/A
Common Stock, $0.0001 par value...    1,226,217 shares          $8.50(2)           $10,422,844.50(2)       $3,074.74

Option Granted Under Written
  Compensation Agreement with
  Anthony Zingale
Options to purchase Common
  Stock...........................        400,000                 N/A                   N/A                   N/A
Common Stock, $0.0001 par value...     400,000 shares          $14.875(3)           $5,950,000(3)          $1,755.25

Option Granted Under Written
  Compensation Agreement with
  Kirsten Berg-Painter
Options to purchase Common
  Stock...........................        220,000                 N/A                   N/A                   N/A
Common Stock, $0.0001 par value...     220,000 shares         $11.6875(3)           $2,571,250(3)            $758.52

Option Granted Under Written
  Compensation Agreement with Jan
  Praisner
Options to purchase Common
  Stock...........................        225,000                 N/A                   N/A                   N/A
Common Stock, $0.0001 par value...     225,000 shares         $13.0615(3)          $2,939,062.50(3)          $867.03

Option Granted Under Written
  Compensation Agreement with
  Jeanne Urich
Options to purchase Common
  Stock...........................        170,000                 N/A                   N/A                   N/A
Common Stock, $0.0001 par value...     170,000 shares         $14.3750(3)          $2,443,750(3)             $720.91
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
 
(1) This Registration Statement shall also cover any additional shares of Common
    Stock which become issuable under the Clarify Inc. Employee Stock Purchase
    Plan, the Clarify Inc. 1995 Stock Option / Stock Issuance Plan and the
    Options Granted Under Written Compensation Agreements with Anthony Zingale,
    Kirsten Berg-Painter, Jan Praisner and Jeanne Urich by reason of any stock
    dividend, stock split, recapitalization or other similar transaction
    effected without the receipt of consideration which results in an increase
    in the number of the outstanding shares of Common Stock of Clarify Inc.
 
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended, on the basis of the average of the high
    and low selling prices per share of Common Stock of Clarify Inc. as reported
    on the Nasdaq National Market on October 19, 1998.
 
(3) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended, on the basis of the exercise price of
    the outstanding option.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>   2
 
                                    PART II
 
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
 
     Clarify Inc. ("Clarify") hereby incorporates by reference into this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission ("SEC"):
 
          (a) Clarify's report on Form 10-K for the fiscal year ended December
     31, 1997;
 
          (b) (1) Clarify's quarterly Report on Form 10-Q for the fiscal quarter
     ended March 31, 1998;
 
              (2) Clarify's quarterly Report on Form 10-Q for the fiscal quarter
     ended June 30, 1998;
 
          (c) Clarify's Registration Statement No. 00-26776 on Form 8-A filed
     with the SEC on September 15, 1995, under Section 12(b) of the Securities
     Exchange Act of 1934 (the "1934 Act"), in which there is described the
     terms, rights and provisions applicable to Clarify's outstanding Common
     Stock.
 
     All reports and definitive proxy or information statements filed under 
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
 
ITEM 4. DESCRIPTION OF SECURITIES
 
     Not applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
 
     Not applicable.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     Section 145 of the Delaware General Corporation Law authorizes a court to
award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. Clarify's
Bylaws provide for mandatory indemnification of its directors and officers and
permissible indemnification of employees and other agents to the maximum extent
permitted by the Delaware General Corporation Law. Clarify's Certificate of
Incorporation provides that, pursuant to Delaware law, its directors shall not
be liable for monetary damages for breach of their fiduciary duty as directors
to Clarify and its stockholders. This provision in the Certificate of
Incorporation does not eliminate the fiduciary duty of the directors, and, in
appropriate circumstances, equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware law. In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to Clarify for acts or omissions not in good faith or
involving intentional misconduct, for knowing violations of law, for actions
leading to improper personal benefit to the director and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws. Clarify has entered into Indemnification
Agreements with its officers and directors. The Indemnification Agreements
provide Clarify's officers and directors with further indemnification to the
maximum extent permitted by the Delaware General Corporation Law.
 
                                      II-1
<PAGE>   3
 
EXEMPTION FROM REGISTRATION CLAIMED
 
     Not applicable.
 
ITEM 7. EXHIBITS
 
<TABLE>
<CAPTION>
    EXHIBIT
    NUMBER                               EXHIBIT
    -------                              -------
    <C>        <S>
      4        Instrument Defining Rights of Stockholders. Reference is
               made to Registrant's Registration Statement No. 00-26776 on
               Form 8-A, which is incorporated herein by reference under
               the Item 3(C) of this Registration Statement.
      5        Opinion and consent of Gunderson Dettmer Stough Villeneuve
               Franklin & Hachigian, LLP.
     23.1      Consent of PricewaterhouseCoopers LLP -- Independent Accountants.
     23.2      Consent of Gunderson Dettmer Stough Villeneuve Franklin &
               Hachigian, LLP is contained in Exhibit 5.
      24       Power of Attorney. Reference is made to page II-4 of this
               Registration Statement.
</TABLE>
 
ITEM 8. UNDERTAKINGS
 
     A. Clarify 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
        1933 Act,
 
             (ii) to reflect in the prospectus any facts or events arising after
        the effective date of this 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 this Registration Statement and
 
             (iii) to include any material information with respect to the plan
        of distribution not previously disclosed in this Registration Statement
        or any material change to such information in this Registration
        Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not
        apply if the information required to be included in a post-effective
        amendment by those paragraphs is contained in periodic reports filed by
        Clarify under the Section 13 or Section 15(d) of the 1934 Act that are
        incorporated by reference into this Registration Statement;
 
          (2) that for the purpose of determining any liability under the 1933
     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 and
 
          (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 Clarify's Employee Stock Purchase Plan, Clarify's 1995 Stock
     Option / Stock Issuance Plan and the Written Compensation Agreements with
     Anthony Zingale, Kirsten Berg-Painter, Jan Praisner and Jeanne Urich.
 
     B. Clarify hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of Clarify's annual report under 
Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by reference
into this 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.
 
                                      II-2
<PAGE>   4
 
     C. Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of Clarify under
the foregoing provisions, or otherwise, Clarify has been advised that, in the
opinion of the SEC, such indemnification is against public policy as expressed
in the 1933 Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Clarify of
expenses incurred or paid by a director, officer or controlling person of
Clarify 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, Clarify 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 1933 Act and will be governed by the
final adjudication of such issue.
 
                                      II-3
<PAGE>   5
 
                                   SIGNATURES
 
     Under the requirements of the Securities Act of 1933, as amended, Clarify
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 San Jose, State of California, on this
23rd day of October, 1998.
 
                                          CLARIFY INC.
 
                                          By: /s/ ANTHONY ZINGALE
                                            ------------------------------------
                                            Anthony Zingale
                                            President, Chief Executive Officer
                                              and Director
 
                               POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS:
 
     That the undersigned officers and directors of Clarify Inc., a Delaware
corporation, do hereby constitute and appoint Anthony Zingale and Jan Praisner,
and each of them, the lawful attorneys-in-fact and agents with full power and
authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments, both pre-effective and
post-effective, and supplements to this Registration Statement, and to any and
all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms all that said attorneys and agents, or
any one of them, shall do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.
 
     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
 
     Under the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
 
<TABLE>
<CAPTION>
                SIGNATURE                                    TITLE                        DATE
                ---------                                    -----                        ----
<S>                                           <C>                                   <C>
 
/s/ ANTHONY ZINGALE                           President, Chief Executive Officer    October 23, 1998
------------------------------------------    (Principal Executive Officer) and
Anthony Zingale                               Director
 
/s/ JAN PRAISNER                              Chief Financial Officer (Principal    October 23, 1998
------------------------------------------    Financial and Accounting Officer)
Jan Praisner
 
/s/ THOMAS H. BREDT                           Director                              October 23, 1998
------------------------------------------
Thomas H. Bredt
 
/s/ JOSEPH B. COSTELLO                        Director                              October 23, 1998
------------------------------------------
Joseph B. Costello
 
/s/ MARY JANE ELMORE                          Director                              October 23, 1998
------------------------------------------
Mary Jane Elmore
 
/s/ CHRISTOPHER H. GREENDALE                  Director                              October 23, 1998
------------------------------------------
Christopher H. Greendale
</TABLE>
 
                                      II-4
<PAGE>   6
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                             EXHIBIT
-------                            -------
<S>      <C>
 4       Instrument Defining Rights of Stockholders. Reference is
         made to Registrant's Registration Statement No. 00-26776 on
         Form 8-A, which is incorporated herein by reference under
         the Item 3(C) of this Registration Statement.
 5       Opinion and consent of Gunderson Dettmer Stough Villeneuve
         Franklin & Hachigian, LLP.
23.1     Consent of PricewaterhouseCoopers LLP -- Independent Accountants.
23.2     Consent of Gunderson Dettmer Stough Villeneuve Franklin &
         Hachigian, LLP is contained in Exhibit 5.
24       Power of Attorney. Reference is made to page II-4 of this
         Registration Statement.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20033}]
{"company-data": {"conformed-name": "CLARIFY INC", "cik": "0001000782", "assigned-sic": "7372", "irs-number": "770259235", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66135", "film-number": "98730802"}, "business-address": {"street1": "2125 ONEL DRIVE", "city": "SAN JOSE", "state": "CA", "zip": "95134", "phone": "4085733000"}, "mail-address": {"street1": "2125 ONEL DRIVE", "city": "SAN JOSE", "state": "CA", "zip": "95131"}}
1
 
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 26, 1998
                                            REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
 
                                  CLARIFY INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE                           7372                          77-0259235
(STATE OR OTHER JURISDICTION OF   (PRIMARY STANDARD INDUSTRIAL           (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)           CLASSIFICATION               IDENTIFICATION NUMBER)
                                          CODE NUMBER)
2125 O'NEL DRIVE
                           SAN JOSE, CALIFORNIA 95131
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
 
                   CLARIFY INC. EMPLOYEE STOCK PURCHASE PLAN
               CLARIFY INC. 1995 STOCK OPTION/STOCK ISSUANCE PLAN
           OPTIONS GRANTED UNDER WRITTEN COMPENSATION AGREEMENTS WITH
      ANTHONY ZINGALE, KIRSTEN BERG-PAINTER, JAN PRAISNER AND JEANNE URICH
                           (FULL TITLE OF THE PLANS)
 
                                ANTHONY ZINGALE
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               2125 O'NEL DRIVE,
                               SAN JOSE, CA 95131
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
 
                                 (408) 573-3000
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
 
                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
                                                            PROPOSED MAXIMUM      PROPOSED MAXIMUM
TITLE OF EACH CLASS OF                   AMOUNT TO           OFFERING PRICE          AGGREGATE             AMOUNT OF
SECURITIES TO BE REGISTERED          BE REGISTERED (1)         PER SHARE           OFFERING PRICE       REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------
Employee Stock Purchase Plan:.....        500,000                 N/A                   N/A                   N/A
Common Stock, $0.0001 par value...     500,000 shares           $8.50(2)            $4,250,000(2)          $1,253.75

1995 Stock Option / Stock Issuance
  Plan:
Options to purchase Common
  Stock...........................       1,226,217                N/A                   N/A                   N/A
Common Stock, $0.0001 par value...    1,226,217 shares          $8.50(2)           $10,422,844.50(2)       $3,074.74

Option Granted Under Written
  Compensation Agreement with
  Anthony Zingale
Options to purchase Common
  Stock...........................        400,000                 N/A                   N/A                   N/A
Common Stock, $0.0001 par value...     400,000 shares          $14.875(3)           $5,950,000(3)          $1,755.25

Option Granted Under Written
  Compensation Agreement with
  Kirsten Berg-Painter
Options to purchase Common
  Stock...........................        220,000                 N/A                   N/A                   N/A
Common Stock, $0.0001 par value...     220,000 shares         $11.6875(3)           $2,571,250(3)            $758.52

Option Granted Under Written
  Compensation Agreement with Jan
  Praisner
Options to purchase Common
  Stock...........................        225,000                 N/A                   N/A                   N/A
Common Stock, $0.0001 par value...     225,000 shares         $13.0615(3)          $2,939,062.50(3)          $867.03

Option Granted Under Written
  Compensation Agreement with
  Jeanne Urich
Options to purchase Common
  Stock...........................        170,000                 N/A                   N/A                   N/A
Common Stock, $0.0001 par value...     170,000 shares         $14.3750(3)          $2,443,750(3)             $720.91
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement shall also cover any additional shares of Common
    Stock which become issuable under the Clarify Inc. Employee Stock Purchase
    Plan, the Clarify Inc. 1995 Stock Option / Stock Issuance Plan and the
    Options Granted Under Written Compensation Agreements with Anthony Zingale,
    Kirsten Berg-Painter, Jan Praisner and Jeanne Urich by reason of any stock
    dividend, stock split, recapitalization or other similar transaction
    effected without the receipt of consideration which results in an increase
    in the number of the outstanding shares of Common Stock of Clarify Inc.
 
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended, on the basis of the average of the high
    and low selling prices per share of Common Stock of Clarify Inc. as reported
    on the Nasdaq National Market on October 19, 1998.
 
(3) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended, on the basis of the exercise price of
    the outstanding option.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2
 
                                    PART II
 
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
 
     Clarify Inc. ("Clarify") hereby incorporates by reference into this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission ("SEC"):
 
          (a) Clarify's report on Form 10-K for the fiscal year ended December
     31, 1997;
 
          (b) (1) Clarify's quarterly Report on Form 10-Q for the fiscal quarter
     ended March 31, 1998;
 
              (2) Clarify's quarterly Report on Form 10-Q for the fiscal quarter
     ended June 30, 1998;
 
          (c) Clarify's Registration Statement No. 00-26776 on Form 8-A filed
     with the SEC on September 15, 1995, under Section 12(b) of the Securities
     Exchange Act of 1934 (the "1934 Act"), in which there is described the
     terms, rights and provisions applicable to Clarify's outstanding Common
     Stock.
 
     All reports and definitive proxy or information statements filed under 
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
 
ITEM 4. DESCRIPTION OF SECURITIES
 
     Not applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
 
     Not applicable.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     Section 145 of the Delaware General Corporation Law authorizes a court to
award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. Clarify's
Bylaws provide for mandatory indemnification of its directors and officers and
permissible indemnification of employees and other agents to the maximum extent
permitted by the Delaware General Corporation Law. Clarify's Certificate of
Incorporation provides that, pursuant to Delaware law, its directors shall not
be liable for monetary damages for breach of their fiduciary duty as directors
to Clarify and its stockholders. This provision in the Certificate of
Incorporation does not eliminate the fiduciary duty of the directors, and, in
appropriate circumstances, equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware law. In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to Clarify for acts or omissions not in good faith or
involving intentional misconduct, for knowing violations of law, for actions
leading to improper personal benefit to the director and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws. Clarify has entered into Indemnification
Agreements with its officers and directors. The Indemnification Agreements
provide Clarify's officers and directors with further indemnification to the
maximum extent permitted by the Delaware General Corporation Law.
 
                                      II-1
3
 
EXEMPTION FROM REGISTRATION CLAIMED
 
     Not applicable.
 
ITEM 7. EXHIBITS
EXHIBIT
    NUMBER                               EXHIBIT
    -------                              -------
4        Instrument Defining Rights of Stockholders. Reference is
               made to Registrant's Registration Statement No. 00-26776 on
               Form 8-A, which is incorporated herein by reference under
               the Item 3(C) of this Registration Statement.
      5        Opinion and consent of Gunderson Dettmer Stough Villeneuve
               Franklin & Hachigian, LLP.
     23.1      Consent of PricewaterhouseCoopers LLP -- Independent Accountants.
     23.2      Consent of Gunderson Dettmer Stough Villeneuve Franklin &
               Hachigian, LLP is contained in Exhibit 5.
      24       Power of Attorney. Reference is made to page II-4 of this
               Registration Statement.
ITEM 8. UNDERTAKINGS
 
     A. Clarify 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
        1933 Act,
 
             (ii) to reflect in the prospectus any facts or events arising after
        the effective date of this 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 this Registration Statement and
 
             (iii) to include any material information with respect to the plan
        of distribution not previously disclosed in this Registration Statement
        or any material change to such information in this Registration
        Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not
        apply if the information required to be included in a post-effective
        amendment by those paragraphs is contained in periodic reports filed by
        Clarify under the Section 13 or Section 15(d) of the 1934 Act that are
        incorporated by reference into this Registration Statement;
 
          (2) that for the purpose of determining any liability under the 1933
     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 and
 
          (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 Clarify's Employee Stock Purchase Plan, Clarify's 1995 Stock
     Option / Stock Issuance Plan and the Written Compensation Agreements with
     Anthony Zingale, Kirsten Berg-Painter, Jan Praisner and Jeanne Urich.
 
     B. Clarify hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of Clarify's annual report under 
Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by reference
into this 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.
 
                                      II-2
4
 
     C. Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of Clarify under
the foregoing provisions, or otherwise, Clarify has been advised that, in the
opinion of the SEC, such indemnification is against public policy as expressed
in the 1933 Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Clarify of
expenses incurred or paid by a director, officer or controlling person of
Clarify 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, Clarify 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 1933 Act and will be governed by the
final adjudication of such issue.
 
                                      II-3
5
 
                                   SIGNATURES
 
     Under the requirements of the Securities Act of 1933, as amended, Clarify
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 San Jose, State of California, on this
23rd day of October, 1998.
 
                                          CLARIFY INC.
 
                                          By: /s/ ANTHONY ZINGALE
                                            ------------------------------------
                                            Anthony Zingale
                                            President, Chief Executive Officer
                                              and Director
 
                               POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS:
 
     That the undersigned officers and directors of Clarify Inc., a Delaware
corporation, do hereby constitute and appoint Anthony Zingale and Jan Praisner,
and each of them, the lawful attorneys-in-fact and agents with full power and
authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments, both pre-effective and
post-effective, and supplements to this Registration Statement, and to any and
all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms all that said attorneys and agents, or
any one of them, shall do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.
 
     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
 
     Under the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                    TITLE                        DATE
                ---------                                    -----                        ----
/s/ ANTHONY ZINGALE                           President, Chief Executive Officer    October 23, 1998
------------------------------------------    (Principal Executive Officer) and
Anthony Zingale                               Director
 
/s/ JAN PRAISNER                              Chief Financial Officer (Principal    October 23, 1998
------------------------------------------    Financial and Accounting Officer)
Jan Praisner
 
/s/ THOMAS H. BREDT                           Director                              October 23, 1998
------------------------------------------
Thomas H. Bredt
 
/s/ JOSEPH B. COSTELLO                        Director                              October 23, 1998
------------------------------------------
Joseph B. Costello
 
/s/ MARY JANE ELMORE                          Director                              October 23, 1998
------------------------------------------
Mary Jane Elmore
 
/s/ CHRISTOPHER H. GREENDALE                  Director                              October 23, 1998
------------------------------------------
Christopher H. Greendale
II-4
6
 
                                 EXHIBIT INDEX
EXHIBIT
NUMBER                             EXHIBIT
-------                            -------
4       Instrument Defining Rights of Stockholders. Reference is
         made to Registrant's Registration Statement No. 00-26776 on
         Form 8-A, which is incorporated herein by reference under
         the Item 3(C) of this Registration Statement.
 5       Opinion and consent of Gunderson Dettmer Stough Villeneuve
         Franklin & Hachigian, LLP.
23.1     Consent of PricewaterhouseCoopers LLP -- Independent Accountants.
23.2     Consent of Gunderson Dettmer Stough Villeneuve Franklin &
         Hachigian, LLP is contained in Exhibit 5.
24       Power of Attorney. Reference is made to page II-4 of this
         Registration Statement.