<PAGE>   1
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act Of 1933

                                   ----------

                                OBJECTSHARE, INC.
             (Exact name of registrant as specified in its charter)

              Delaware                                 77-0143293
      (State of Incorporation)            (I.R.S. Employer Identification No.)

                             999 East Arques Avenue
                           Sunnyvale, California 94086
                    (Address of principal executive offices)

                                   ----------

                           STOCK OPTION AGREEMENTS FOR
               EUGENE L. GODA, RONALD J. CLEAR AND JAMES H. SMITH
                            (Full title of the plans)

                                   ----------

                                 EUGENE L. GODA
                      President and Chief Executive Officer
                                ObjectShare, Inc.
                              999 E. Arques Avenue
                               Sunnyvale, CA 94086
                                 (408) 481-9090
            (Name, address and telephone number of agent for service)

                                   ----------

                                    Copy to:

                              ROBERT B. JACK, ESQ.
                       Wilson, Sonsini, Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                           Palo Alto, California 94304

                                   ----------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================
                                              PROPOSED      PROPOSED MAXIMUM
    TITLE OF EACH CLASS      NUMBER OF         MAXIMUM          AGGREGATE         AMOUNT OF
      OF SECURITIES TO     SHARES TO BE    OFFERING PRICE    OFFERING PRICE     REGISTRATION
       BE REGISTERED        REGISTERED      PER SHARE(1)                             FEE
--------------------------------------------------------------------------------------------
        <S>                  <C>                <C>           <C>                  <C>
        Common Stock         1,300,000          $1.00         $1,300,000.00        $394.00
============================================================================================
</TABLE>

(1) Estimated pursuant to Rule 457 solely for the purpose of calculating the
    registration fee on the basis of the average of the high and low prices
    reported on the NASDAQ National Market on October 30, 1997 as permitted by
    Rule 457(c).


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


<PAGE>   2



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

        There are hereby incorporated by reference the following documents and
information heretofore filed with the Securities and Exchange Commission:

        (a)    The Company's Annual Report on Form 10-K for the fiscal year
               ended March 31, 1997, as amended on Form 10-K/A on July 29, 1997.

        (b)    The Company's Quarterly Report on Form 10-Q for the quarter ended
               June 30, 1997.

        (c)    The description of the Company's Common Stock set forth in the
               Company's Registration Statement on Form S-1 (No. 33-73008) and
               incorporated by reference in the Company's Registration Statement
               on Form 8-A filed with the Commission pursuant to Section 12(g)
               of the Exchange Act and declared effective February 1, 1994.

        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 which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be part
hereof from the date of filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Pursuant to the Delaware General Corporation Law ("Delaware Law"), the
Company has adopted provisions in its Certificate of Incorporation that
eliminate the personal liability of its directors and officers to the Company
and its stockholders for monetary damages for breach of the directors' fiduciary
duties in certain circumstances. The Company's Bylaws require the Company to
indemnify its directors, officers, employees and other agents to the fullest
extent permitted by laws.

        The Company has entered into indemnification agreements with each of its
current directors and executive officers that provide for indemnification to the
fullest extent permitted by Delaware Law, including in circumstances in which
indemnification and the advancement of expenses are discretionary under Delaware
Law. The Company believes that the limitation of liability provisions in its
Certificate of Incorporation and the indemnification agreements will enhance the
Company's ability to continue attract and retain qualified individuals to serve
as directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.  EXHIBITS.

        The exhibits to this registration statement are listed in the Exhibit
Index elsewhere herein.



                                      II-1
<PAGE>   3

ITEM 9.  UNDERTAKINGS.

        (a)    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 to include any material information
                      with respect to the plan of distribution not previously
                      disclosed in the registration statement or any material
                      change to such information in the registration statement.

               (2)    That, for the purpose of determining any liability under
                      the Securities Act of 1933 (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 post-effective
                      amendment any of the securities being registered which
                      remain unsold at the termination of the offering.

               (4)    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.

        (b)    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.

        (c)    Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of Registrant pursuant to the California General Corporations Code, the Restated
Articles of Incorporation or the Bylaws of Registrant, Indemnification
Agreements entered into between Registrant and its officers and directors, or
otherwise, 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
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 hereunder, 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.



                                      II-2
<PAGE>   4



                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Sunnyvale, State of California.

DATE:  October 31, 1997                OBJECTSHARE, INC.


                                       By: /s/  EUGENE L. GODA
                                           -------------------------------------
                                           Eugene L. Goda
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

        Each individual whose signature appears below hereby appoints Eugene L.
Goda and Ronald J. Clear, and each of them acting individually, his or her
attorneys-in-fact with full power of substitution, for him or her in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming signatures as they may be signed by said attorneys to any and all
amendments to this Registration Statement.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
                 NAME                                TITLE                          DATE
                 ----                                -----                          ----
    <S>                             <C>                                       <C>
    PRINCIPAL EXECUTIVE OFFICER:

    /s/ EUGENE L. GODA              President and Chief Executive Officer     October 31, 1997
    -----------------------------   and Director
    Eugene L. Goda

    PRINCIPAL FINANCIAL OFFICER
    AND PRINCIPAL ACCOUNTING
    OFFICER:

    /s/ RONALD J. CLEAR             Vice President and Chief Financial        October 31, 1997
    -----------------------------   Officer
    Ronald J. Clear

    ADDITIONAL DIRECTORS:

    /s/ JAMES C. ANDERSON           Director                                  October 31, 1997
    -----------------------------
    James C. Anderson

    /s/ JOHN B. CARRINGTON          Director                                  October 31, 1997
    -----------------------------
    John B. Carrington

    /s/ JOS C. HENKENS              Director                                  October 31, 1997
    -----------------------------
    Jos C. Henkens
</TABLE>





                                     III-3
<PAGE>   5



                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
 Exhibit
 Number                   Exhibit
 ------                   -------
 <S>           <C>
  5.1          Opinion of Wilson, Sonsini, Goodrich &
               Rosati, a Professional Corporation.

 23.1          Consent of Independent Auditors.

 23.2          Consent of Counsel (Contained in Exhibit 5.1 above).

 24.1          Power of Attorney (see page II-3).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 13370}]
{"company-data": {"conformed-name": "OBJECTSHARE INC", "cik": "0000916354", "assigned-sic": "7372", "irs-number": "770143293", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39445", "film-number": "97707445"}, "business-address": {"street1": "999 EAST ARQUES AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94086", "phone": "4084819090"}, "mail-address": {"street1": "999 EAST ARQUES AVENUE", "city": "SUNNYVALE", "state": "CA", "zip": "94086"}, "former-company": [{"former-conformed-name": "PARCPLACE DIGITALK INC", "date-changed": "19950913"}, {"former-conformed-name": "PARCPLACE SYSTEMS INC", "date-changed": "19931217"}]}
1
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act Of 1933

                                   ----------

                                OBJECTSHARE, INC.
             (Exact name of registrant as specified in its charter)

              Delaware                                 77-0143293
      (State of Incorporation)            (I.R.S. Employer Identification No.)

                             999 East Arques Avenue
                           Sunnyvale, California 94086
                    (Address of principal executive offices)

                                   ----------

                           STOCK OPTION AGREEMENTS FOR
               EUGENE L. GODA, RONALD J. CLEAR AND JAMES H. SMITH
                            (Full title of the plans)

                                   ----------

                                 EUGENE L. GODA
                      President and Chief Executive Officer
                                ObjectShare, Inc.
                              999 E. Arques Avenue
                               Sunnyvale, CA 94086
                                 (408) 481-9090
            (Name, address and telephone number of agent for service)

                                   ----------

                                    Copy to:

                              ROBERT B. JACK, ESQ.
                       Wilson, Sonsini, Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                           Palo Alto, California 94304

                                   ----------

                         CALCULATION OF REGISTRATION FEE
============================================================================================
                                              PROPOSED      PROPOSED MAXIMUM
    TITLE OF EACH CLASS      NUMBER OF         MAXIMUM          AGGREGATE         AMOUNT OF
      OF SECURITIES TO     SHARES TO BE    OFFERING PRICE    OFFERING PRICE     REGISTRATION
       BE REGISTERED        REGISTERED      PER SHARE(1)                             FEE
--------------------------------------------------------------------------------------------
Common Stock         1,300,000          $1.00         $1,300,000.00        $394.00
============================================================================================
(1) Estimated pursuant to Rule 457 solely for the purpose of calculating the
    registration fee on the basis of the average of the high and low prices
    reported on the NASDAQ National Market on October 30, 1997 as permitted by
    Rule 457(c).

================================================================================
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

        There are hereby incorporated by reference the following documents and
information heretofore filed with the Securities and Exchange Commission:

        (a)    The Company's Annual Report on Form 10-K for the fiscal year
               ended March 31, 1997, as amended on Form 10-K/A on July 29, 1997.

        (b)    The Company's Quarterly Report on Form 10-Q for the quarter ended
               June 30, 1997.

        (c)    The description of the Company's Common Stock set forth in the
               Company's Registration Statement on Form S-1 (No. 33-73008) and
               incorporated by reference in the Company's Registration Statement
               on Form 8-A filed with the Commission pursuant to Section 12(g)
               of the Exchange Act and declared effective February 1, 1994.

        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 which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be part
hereof from the date of filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Pursuant to the Delaware General Corporation Law ("Delaware Law"), the
Company has adopted provisions in its Certificate of Incorporation that
eliminate the personal liability of its directors and officers to the Company
and its stockholders for monetary damages for breach of the directors' fiduciary
duties in certain circumstances. The Company's Bylaws require the Company to
indemnify its directors, officers, employees and other agents to the fullest
extent permitted by laws.

        The Company has entered into indemnification agreements with each of its
current directors and executive officers that provide for indemnification to the
fullest extent permitted by Delaware Law, including in circumstances in which
indemnification and the advancement of expenses are discretionary under Delaware
Law. The Company believes that the limitation of liability provisions in its
Certificate of Incorporation and the indemnification agreements will enhance the
Company's ability to continue attract and retain qualified individuals to serve
as directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.  EXHIBITS.

        The exhibits to this registration statement are listed in the Exhibit
Index elsewhere herein.

                                      II-1
3

ITEM 9.  UNDERTAKINGS.

        (a)    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 to include any material information
                      with respect to the plan of distribution not previously
                      disclosed in the registration statement or any material
                      change to such information in the registration statement.

               (2)    That, for the purpose of determining any liability under
                      the Securities Act of 1933 (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 post-effective
                      amendment any of the securities being registered which
                      remain unsold at the termination of the offering.

               (4)    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.

        (b)    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.

        (c)    Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of Registrant pursuant to the California General Corporations Code, the Restated
Articles of Incorporation or the Bylaws of Registrant, Indemnification
Agreements entered into between Registrant and its officers and directors, or
otherwise, 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
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 hereunder, 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.

                                      II-2
4

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Sunnyvale, State of California.

DATE:  October 31, 1997                OBJECTSHARE, INC.

                                       By: /s/  EUGENE L. GODA
                                           -------------------------------------
                                           Eugene L. Goda
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

        Each individual whose signature appears below hereby appoints Eugene L.
Goda and Ronald J. Clear, and each of them acting individually, his or her
attorneys-in-fact with full power of substitution, for him or her in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming signatures as they may be signed by said attorneys to any and all
amendments to this Registration Statement.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
NAME                                TITLE                          DATE
                 ----                                -----                          ----
PRINCIPAL EXECUTIVE OFFICER:

    /s/ EUGENE L. GODA              President and Chief Executive Officer     October 31, 1997
    -----------------------------   and Director
    Eugene L. Goda

    PRINCIPAL FINANCIAL OFFICER
    AND PRINCIPAL ACCOUNTING
    OFFICER:

    /s/ RONALD J. CLEAR             Vice President and Chief Financial        October 31, 1997
    -----------------------------   Officer
    Ronald J. Clear

    ADDITIONAL DIRECTORS:

    /s/ JAMES C. ANDERSON           Director                                  October 31, 1997
    -----------------------------
    James C. Anderson

    /s/ JOHN B. CARRINGTON          Director                                  October 31, 1997
    -----------------------------
    John B. Carrington

    /s/ JOS C. HENKENS              Director                                  October 31, 1997
    -----------------------------
    Jos C. Henkens
III-3
5

                                  EXHIBIT INDEX
Exhibit
 Number                   Exhibit
 ------                   -------
5.1          Opinion of Wilson, Sonsini, Goodrich &
               Rosati, a Professional Corporation.

 23.1          Consent of Independent Auditors.

 23.2          Consent of Counsel (Contained in Exhibit 5.1 above).

 24.1          Power of Attorney (see page II-3).