<PAGE>   1
    As filed with the Securities and Exchange Commission on August 11, 1997
                                                     Registration No. 333-_____
-------------------------------------------------------------------------------


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

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

                                   ----------

                              PRISM SOLUTIONS, INC.
             (Exact Name of Registrant as Specified in its Charter)

                 DELAWARE                           77-0282704
         (State of Incorporation)                (I.R.S. Employer
                                                Identification No.)

                                1000 HAMLIN COURT
                           SUNNYVALE, CALIFORNIA 94306
                    (Address of Principal Executive Offices)

                           1996 EQUITY INCENTIVE PLAN
        OPTIONS GRANTED BY QDB SOLUTIONS, INC. ASSUMED BY THE REGISTRANT
                            (Full Title of the Plan)

                                   ----------

                                 EARL C. CHARLES
                             CHIEF FINANCIAL OFFICER
                              PRISM SOLUTIONS, INC.
                                1000 HAMLIN COURT
                           SUNNYVALE, CALIFORNIA 94306
                                 (408) 752-1888
            (Name, Address and Telephone Number of Agent for Service)

                                   ----------

                                   Copies to:

                            JACQUELINE A. DAUNT, ESQ.
                            ROBERT A. FREEDMAN, ESQ.
                               FENWICK & WEST LLP
                              TWO PALO ALTO SQUARE
                           PALO ALTO, CALIFORNIA 94306

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
          TITLE OF SECURITIES             AMOUNT TO BE       PROPOSED MAXIMUM          PROPOSED MAXIMUM          AMOUNT OF
           TO BE REGISTERED                REGISTERED    OFFERING PRICE PER SHARE  AGGREGATE OFFERING PRICE  REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                 <C>                            <C>               <C>          
Common Stock, $0.001 par value           1,500,000 (1)          $4.875 (2)             $7,312,500.00[2)      $2,215.91 (3)
Common Stock, $0.001 par value             307,480 (4)           $0.10 (5)                $30,748.00             $9.32 (3)
=============================================================================================================================
</TABLE>

(1)      Additional shares available for grant and not yet subject to
         outstanding stock options as of March 18, 1997 under Registrant's 1996
         Equity Incentive Plan.

(2)      Estimated as of August 11, 1997 pursuant to Rule 457(c) solely for the
         purpose of calculating the registration fee.

(3)      Fee calculated pursuant to Section 6(b) of the Securities Act of 1933,
         as amended. This amount equals 1/33 of 1% of the proposed maximum
         aggregate offering price.

(4)      Shares subject to options outstanding as of August 11, 1997 which were
         assumed by the Registrant from QDB Solutions, Inc., a Massachusetts
         corporation which was acquired by the Registrant on July 21, 1997.

(5)      Weighted average per share exercise price for such outstanding options
         pursuant to Rule 457(h)(1).


<PAGE>   2
                              PRISM SOLUTIONS, INC.
                       REGISTRATION STATEMENT ON FORM S-8

           PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

         (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1996 filed on March 28, 1997 pursuant
                  to Section 13(a) of the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act"), which contains audited financial
                  statements for the Registrant's fiscal year ended December 31,
                  1996.

         (b)      The Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended March 31, 1997 filed on May 13, 1997 pursuant to
                  Section 13(a) of the Exchange Act.

         (c)      The description of the Registrant's Common Stock contained in
                  the Registrant's Registration Statement on Form 8-A filed on
                  February 12, 1996 with the Commission under Section 12(g) of
                  the Exchange Act, including any amendment or report filed for
                  the purpose of updating such description.

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

         As permitted by Section 145 of the Delaware General Corporation Law,
the Registrant's Certificate of Incorporation includes a provision that
eliminates the personal liability of its directors to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (iii) under
section 174 of the Delaware General Corporation Law or (iv) for any transaction
from which the director derived an improper personal benefit. In addition, as
permitted by Section 145 of the Delaware General Corporation Law, the Bylaws of
the Registrant provide that: (i) the Registrant is required to indemnify its
directors and executive officers to the fullest extent permitted by the Delaware
General Corporation Law; (ii) the Registrant may, in its discretion, indemnify
other officers, employees and agents as set forth in the Delaware General
Corporation Law; (iii) upon receipt of an undertaking to repay such advances if
indemnification is determined to be unavailable, the Registrant is required to


                                      -2-
<PAGE>   3
advance expenses, as incurred, to its directors and executive officers to the
fullest extent permitted by the Delaware General Corporation Law in connection
with a proceeding (except if a determination is reasonably and promptly made by
the Board of Directors by a majority vote of a quorum consisting of directors
who were not parties to the proceeding or, in certain circumstances, by
independent legal counsel in a written opinion that the facts known to the
decision-making party demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not believe to be in or
not opposed to the best interests of the corporation); (iv) the rights conferred
in the Bylaws are not exclusive and the Registrant is authorized to enter into
indemnification agreements with its directors, officers and employees and
agents; (v) the Registrant may not retroactively amend the Bylaw provisions
relating to indemnity; and (vi) to the fullest extent permitted by the Delaware
General Corporation Law, a director or executive officer will be deemed to have
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Registrant, and, with respect to any
criminal action or proceeding, to have had no reasonable cause to believe that
his or her conduct was unlawful, if his or her action is based on the records or
books of account of the Registrant or on information supplied to him or her by
officers of the Registrant in the course of their duties or on the advice of
legal counsel for the Registrant or on information or records given or reports
made to the Registrant by independent certified public accountants or appraisers
or other experts.

         The Registrant has entered into indemnity agreements with each of its
directors and executive officers. The indemnity agreements provide that
directors and executive officers will be indemnified and held harmless to the
fullest possible extent permitted by law including against all expenses
(including attorneys' fees), judgments, fines and settlement amounts paid or
reasonably incurred by them in any action, suit or proceeding, including any
derivative action by or in the right of the Registrant, on account of their
services as directors, officers, employees or agents of the Registrant or as
directors, officers, employees or agents of any other company or enterprise when
they are serving in such capacities at the request of the Registrant. The
Registrant will not be obligated pursuant to the agreements to indemnify or
advance expenses to an indemnified party with respect to proceedings or claims
(i) initiated by the indemnified party and not by way of defense, except with
respect to a proceeding authorized by the Board of Directors and successful
proceedings brought to enforce a right to indemnification under the indemnity
agreements, (ii) for any amounts paid in settlement of a proceeding unless the
Registrant consents to such settlement; (iii) on account of any suit in which
judgment is rendered against the indemnified party for an accounting of profits
made from the purchase or sale by the indemnified party of securities of the
Registrant pursuant to the provisions of 16(b) of the Exchange Act and related
laws; (iv) on account of conduct by an indemnified party that is finally
adjudged to have been in bad faith or conduct that the indemnified party did not
reasonably believe to be in, or not opposed to, the best interests of the
Registrant; (v) on account of any criminal action or proceeding arising out of
conduct that the indemnified party had reasonable cause to believe was unlawful;
or (vi) if a final decision by a court having jurisdiction in the matter shall
determine that such indemnification is not lawful.

         The indemnity agreement requires a director or executive officer to
reimburse the Registrant for expenses advanced only to the extent it is
ultimately determined that the director or executive officer is not entitled,
under Delaware law, the Bylaws, his or her indemnity agreement or otherwise to
be indemnified for such expenses. The indemnity agreement provides that it is
not exclusive of any rights a director or executive officer may have under the
Certificate of Incorporation, Bylaws, other agreements, any majority-in-interest
vote of the stockholders or vote of disinterested directors, the Delaware law,
or otherwise.

         The indemnification provision in the Bylaws, and the indemnity
agreements entered into between the Registrant and its directors and executive
officers, may be sufficiently broad to permit indemnification of the
Registrant's directors and executive officers for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"). As authorized by the
Registrant's Bylaws, the 


                                      -3-
<PAGE>   4
Registrant, with approval by the Registrant's Board of Directors, maintains
directors and officers liability insurance with a per claim and annual aggregate
coverage limit of up to $10,000,000.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.

ITEM 8.  EXHIBITS.

         4.01     Prism Solutions, Inc. 1996 Equity Incentive Plan, as amended
                  through March 18, 1997.

         4.02     QDB Solutions, Inc. 1997 Stock Incentive Plan.(1)

         4.03     Form of QDB Solutions, Inc. Nonqualified Stock Option
                  Agreement.(1)

         4.04     Registrant's Certificate of Incorporation filed with the
                  Secretary of State of Delaware on January 3, 1996.(2)

         4.05     Registrant's Certificate of Amendment of Certificate of
                  Incorporation filed with the Secretary of State of Delaware on
                  January 22, 1996.(3)

         4.06     Registrant's Certificate of Designation of Preferred Stock
                  filed with the Secretary of State of Delaware on January 22,
                  1996.(4)

         4.07     Registrant's Certificate of Retirement of Preferred Stock
                  filed with the Secretary of State of Delaware on March 20,
                  1996.(5)

         4.08     Registrant's Bylaws, as amended.(6)

         4.09     Form of specimen certificate for Registrant's Common Stock.(7)

         5.01     Opinion of Fenwick & West LLP.

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

         23.02    Consent of Coopers & Lybrand L.L.P., Independent Accountants.

         24.01    Power of Attorney (see page 7). 
---------------------------

       (1)     QDB Solutions, Inc. is a Massachusetts corporation that was
               acquired by the Registrant on July 21, 1997.

       (2)     Incorporated herein by reference to Exhibit 3.01 to the
               Registrant's Registration Statement on Form SB-2 (File No.
               333-1180-LA) filed on February 8, 1996, as subsequently amended
               (the "Form SB-2").

       (3)     Incorporated herein by reference to Exhibit 3.02 to the Form
               SB-2.

       (4)     Incorporated herein by reference to Exhibit 3.03 to the Form
               SB-2.

       (5)     Incorporated herein by reference to Exhibit 3.04 to the Form
               SB-2.

       (6)     Incorporated herein by reference to Exhibit 3.05 to the Form
               SB-2.

                                      -4-
<PAGE>   5
       (7)     Incorporated herein by reference to Exhibit 4.01 to the Form
               SB-2.

ITEM 9.  UNDERTAKINGS.

         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. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low and high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a twenty percent (20%) change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 (1)(i) and (1)(ii) above do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission 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.

         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.

         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 provisions discussed in Item 6 hereof, 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 


                                      -5-
<PAGE>   6
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 hereby, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.





                                      -6-

<PAGE>   7
                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Warren M. Weiss and Earl C. Charles, and
each of them, his true and lawful attorneys-in-fact and agents with full power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8, and to file the same with all
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or it might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or his or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 Sunnyvale, State of California, on the 8th day of
August, 1997.

                                            PRISM SOLUTIONS, INC.

                                            By: /s/ Earl C. Charles
                                                _______________________________
                                                Earl C. Charles
                                                Chief Financial Officer

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
       SIGNATURE                                          TITLE                                 DATE
       ---------                                          -----                                 ----
<S>                                         <C>                                                <C> 
PRINCIPAL EXECUTIVE OFFICER
AND DIRECTOR:

/s/ Warren M. Weiss
_______________________________             President, Chief Executive Officer                 August 8, 1997
Warren M. Weiss                             and a Director

PRINCIPAL FINANCIAL OFFICER:

/s/ Earl C. Charles
_______________________________             Chief Financial Officer                            August 8, 1997
Earl C. Charles

PRINCIPAL ACCOUNTING OFFICER:

/s/ Albert J. Wood
_______________________________             Chief Accounting Officer                           August 8, 1997
Albert J. Wood                              and Controller

ADDITIONAL DIRECTORS:

_______________________________             Chairman of the Board and a Director               ________, 1997
James W. Ashbrook

/s/ Kevin A. Fong
_______________________________             Director                                           August 8, 1997
Kevin A. Fong                                                                         

/s/ Promod Haque
_______________________________             Director                                           August 8, 1997
Promod Haque
</TABLE>



                                      -7-
<PAGE>   8
<TABLE>
<S>                                         <C>                                                <C> 

/s/ E. Floyd Kvamme
_______________________________             Director                                           August 8, 1997
E. Floyd Kvamme

_______________________________             Director                                           ________, 1997
Nancy J. Schoendorf

/s/ Norris van den Berg
_______________________________             Director                                           August 8, 1997
Norris van den Berg
</TABLE>




                                      -8-
<PAGE>   9
                                  EXHIBIT INDEX


<TABLE>
<CAPTION>

     Exhibit No.                         Description
     -----------                         -----------

<S>               <C>                                   
         4.01     Prism Solutions, Inc. 1996 Equity Incentive Plan, as amended
                  through March 18, 1997.

         4.02     QDB Solutions, Inc. 1997 Stock Incentive Plan.(1)

         4.03     Form of QDB Solutions, Inc. Nonqualified Stock Option
                  Agreement.(1)

         4.04     Registrant's Certificate of Incorporation filed with the
                  Secretary of State of Delaware on January 3, 1996.(2)

         4.05     Registrant's Certificate of Amendment of Certificate of
                  Incorporation filed with the Secretary of State of Delaware on
                  January 22, 1996.(3)

         4.06     Registrant's Certificate of Designation of Preferred Stock
                  filed with the Secretary of State of Delaware on January 22,
                  1996.(4)

         4.07     Registrant's Certificate of Retirement of Preferred Stock
                  filed with the Secretary of State of Delaware on March 20,
                  1996.(5)

         4.08     Registrant's Bylaws, as amended.(6)

         4.09     Form of specimen certificate for Registrant's Common Stock.(7)

         5.01     Opinion of Fenwick & West LLP.

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

         23.02    Consent of Coopers & Lybrand L.L.P., Independent Accountants.

         24.01    Power of Attorney (see page 7).
</TABLE>
---------------------------

         (1)      QDB Solutions, Inc. is a Massachusetts corporation that was
                  acquired by the Registrant on July 21, 1997.

         (2)      Incorporated herein by reference to Exhibit 3.01 to the
                  Registrant's Registration Statement on Form SB-2 (File No.
                  333-1180-LA) filed on February 8, 1996, as subsequently
                  amended (the "Form SB-2").

         (3)      Incorporated herein by reference to Exhibit 3.02 to the Form
                  SB-2.

         (4)      Incorporated herein by reference to Exhibit 3.03 to the Form
                  SB-2.

         (5)      Incorporated herein by reference to Exhibit 3.04 to the Form
                  SB-2.

         (6)      Incorporated herein by reference to Exhibit 3.05 to the Form
                  SB-2.

         (7)      Incorporated herein by reference to Exhibit 4.01 to the Form
                  SB-2.
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1
    As filed with the Securities and Exchange Commission on August 11, 1997
                                                     Registration No. 333-_____
-------------------------------------------------------------------------------

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

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

                                   ----------

                              PRISM SOLUTIONS, INC.
             (Exact Name of Registrant as Specified in its Charter)

                 DELAWARE                           77-0282704
         (State of Incorporation)                (I.R.S. Employer
                                                Identification No.)

                                1000 HAMLIN COURT
                           SUNNYVALE, CALIFORNIA 94306
                    (Address of Principal Executive Offices)

                           1996 EQUITY INCENTIVE PLAN
        OPTIONS GRANTED BY QDB SOLUTIONS, INC. ASSUMED BY THE REGISTRANT
                            (Full Title of the Plan)

                                   ----------

                                 EARL C. CHARLES
                             CHIEF FINANCIAL OFFICER
                              PRISM SOLUTIONS, INC.
                                1000 HAMLIN COURT
                           SUNNYVALE, CALIFORNIA 94306
                                 (408) 752-1888
            (Name, Address and Telephone Number of Agent for Service)

                                   ----------

                                   Copies to:

                            JACQUELINE A. DAUNT, ESQ.
                            ROBERT A. FREEDMAN, ESQ.
                               FENWICK & WEST LLP
                              TWO PALO ALTO SQUARE
                           PALO ALTO, CALIFORNIA 94306

                         CALCULATION OF REGISTRATION FEE
=============================================================================================================================
          TITLE OF SECURITIES             AMOUNT TO BE       PROPOSED MAXIMUM          PROPOSED MAXIMUM          AMOUNT OF
           TO BE REGISTERED                REGISTERED    OFFERING PRICE PER SHARE  AGGREGATE OFFERING PRICE  REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value           1,500,000 (1)          $4.875 (2)             $7,312,500.00[2)      $2,215.91 (3)
Common Stock, $0.001 par value             307,480 (4)           $0.10 (5)                $30,748.00             $9.32 (3)
=============================================================================================================================
(1)      Additional shares available for grant and not yet subject to
         outstanding stock options as of March 18, 1997 under Registrant's 1996
         Equity Incentive Plan.

(2)      Estimated as of August 11, 1997 pursuant to Rule 457(c) solely for the
         purpose of calculating the registration fee.

(3)      Fee calculated pursuant to Section 6(b) of the Securities Act of 1933,
         as amended. This amount equals 1/33 of 1% of the proposed maximum
         aggregate offering price.

(4)      Shares subject to options outstanding as of August 11, 1997 which were
         assumed by the Registrant from QDB Solutions, Inc., a Massachusetts
         corporation which was acquired by the Registrant on July 21, 1997.

(5)      Weighted average per share exercise price for such outstanding options
         pursuant to Rule 457(h)(1).
2
                              PRISM SOLUTIONS, INC.
                       REGISTRATION STATEMENT ON FORM S-8

           PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

         (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1996 filed on March 28, 1997 pursuant
                  to Section 13(a) of the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act"), which contains audited financial
                  statements for the Registrant's fiscal year ended December 31,
                  1996.

         (b)      The Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended March 31, 1997 filed on May 13, 1997 pursuant to
                  Section 13(a) of the Exchange Act.

         (c)      The description of the Registrant's Common Stock contained in
                  the Registrant's Registration Statement on Form 8-A filed on
                  February 12, 1996 with the Commission under Section 12(g) of
                  the Exchange Act, including any amendment or report filed for
                  the purpose of updating such description.

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

         As permitted by Section 145 of the Delaware General Corporation Law,
the Registrant's Certificate of Incorporation includes a provision that
eliminates the personal liability of its directors to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (iii) under
section 174 of the Delaware General Corporation Law or (iv) for any transaction
from which the director derived an improper personal benefit. In addition, as
permitted by Section 145 of the Delaware General Corporation Law, the Bylaws of
the Registrant provide that: (i) the Registrant is required to indemnify its
directors and executive officers to the fullest extent permitted by the Delaware
General Corporation Law; (ii) the Registrant may, in its discretion, indemnify
other officers, employees and agents as set forth in the Delaware General
Corporation Law; (iii) upon receipt of an undertaking to repay such advances if
indemnification is determined to be unavailable, the Registrant is required to

                                      -2-
3
advance expenses, as incurred, to its directors and executive officers to the
fullest extent permitted by the Delaware General Corporation Law in connection
with a proceeding (except if a determination is reasonably and promptly made by
the Board of Directors by a majority vote of a quorum consisting of directors
who were not parties to the proceeding or, in certain circumstances, by
independent legal counsel in a written opinion that the facts known to the
decision-making party demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not believe to be in or
not opposed to the best interests of the corporation); (iv) the rights conferred
in the Bylaws are not exclusive and the Registrant is authorized to enter into
indemnification agreements with its directors, officers and employees and
agents; (v) the Registrant may not retroactively amend the Bylaw provisions
relating to indemnity; and (vi) to the fullest extent permitted by the Delaware
General Corporation Law, a director or executive officer will be deemed to have
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Registrant, and, with respect to any
criminal action or proceeding, to have had no reasonable cause to believe that
his or her conduct was unlawful, if his or her action is based on the records or
books of account of the Registrant or on information supplied to him or her by
officers of the Registrant in the course of their duties or on the advice of
legal counsel for the Registrant or on information or records given or reports
made to the Registrant by independent certified public accountants or appraisers
or other experts.

         The Registrant has entered into indemnity agreements with each of its
directors and executive officers. The indemnity agreements provide that
directors and executive officers will be indemnified and held harmless to the
fullest possible extent permitted by law including against all expenses
(including attorneys' fees), judgments, fines and settlement amounts paid or
reasonably incurred by them in any action, suit or proceeding, including any
derivative action by or in the right of the Registrant, on account of their
services as directors, officers, employees or agents of the Registrant or as
directors, officers, employees or agents of any other company or enterprise when
they are serving in such capacities at the request of the Registrant. The
Registrant will not be obligated pursuant to the agreements to indemnify or
advance expenses to an indemnified party with respect to proceedings or claims
(i) initiated by the indemnified party and not by way of defense, except with
respect to a proceeding authorized by the Board of Directors and successful
proceedings brought to enforce a right to indemnification under the indemnity
agreements, (ii) for any amounts paid in settlement of a proceeding unless the
Registrant consents to such settlement; (iii) on account of any suit in which
judgment is rendered against the indemnified party for an accounting of profits
made from the purchase or sale by the indemnified party of securities of the
Registrant pursuant to the provisions of 16(b) of the Exchange Act and related
laws; (iv) on account of conduct by an indemnified party that is finally
adjudged to have been in bad faith or conduct that the indemnified party did not
reasonably believe to be in, or not opposed to, the best interests of the
Registrant; (v) on account of any criminal action or proceeding arising out of
conduct that the indemnified party had reasonable cause to believe was unlawful;
or (vi) if a final decision by a court having jurisdiction in the matter shall
determine that such indemnification is not lawful.

         The indemnity agreement requires a director or executive officer to
reimburse the Registrant for expenses advanced only to the extent it is
ultimately determined that the director or executive officer is not entitled,
under Delaware law, the Bylaws, his or her indemnity agreement or otherwise to
be indemnified for such expenses. The indemnity agreement provides that it is
not exclusive of any rights a director or executive officer may have under the
Certificate of Incorporation, Bylaws, other agreements, any majority-in-interest
vote of the stockholders or vote of disinterested directors, the Delaware law,
or otherwise.

         The indemnification provision in the Bylaws, and the indemnity
agreements entered into between the Registrant and its directors and executive
officers, may be sufficiently broad to permit indemnification of the
Registrant's directors and executive officers for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"). As authorized by the
Registrant's Bylaws, the 

                                      -3-
4
Registrant, with approval by the Registrant's Board of Directors, maintains
directors and officers liability insurance with a per claim and annual aggregate
coverage limit of up to $10,000,000.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.

ITEM 8.  EXHIBITS.

         4.01     Prism Solutions, Inc. 1996 Equity Incentive Plan, as amended
                  through March 18, 1997.

         4.02     QDB Solutions, Inc. 1997 Stock Incentive Plan.(1)

         4.03     Form of QDB Solutions, Inc. Nonqualified Stock Option
                  Agreement.(1)

         4.04     Registrant's Certificate of Incorporation filed with the
                  Secretary of State of Delaware on January 3, 1996.(2)

         4.05     Registrant's Certificate of Amendment of Certificate of
                  Incorporation filed with the Secretary of State of Delaware on
                  January 22, 1996.(3)

         4.06     Registrant's Certificate of Designation of Preferred Stock
                  filed with the Secretary of State of Delaware on January 22,
                  1996.(4)

         4.07     Registrant's Certificate of Retirement of Preferred Stock
                  filed with the Secretary of State of Delaware on March 20,
                  1996.(5)

         4.08     Registrant's Bylaws, as amended.(6)

         4.09     Form of specimen certificate for Registrant's Common Stock.(7)

         5.01     Opinion of Fenwick & West LLP.

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

         23.02    Consent of Coopers & Lybrand L.L.P., Independent Accountants.

         24.01    Power of Attorney (see page 7). 
---------------------------

       (1)     QDB Solutions, Inc. is a Massachusetts corporation that was
               acquired by the Registrant on July 21, 1997.

       (2)     Incorporated herein by reference to Exhibit 3.01 to the
               Registrant's Registration Statement on Form SB-2 (File No.
               333-1180-LA) filed on February 8, 1996, as subsequently amended
               (the "Form SB-2").

       (3)     Incorporated herein by reference to Exhibit 3.02 to the Form
               SB-2.

       (4)     Incorporated herein by reference to Exhibit 3.03 to the Form
               SB-2.

       (5)     Incorporated herein by reference to Exhibit 3.04 to the Form
               SB-2.

       (6)     Incorporated herein by reference to Exhibit 3.05 to the Form
               SB-2.

                                      -4-
5
       (7)     Incorporated herein by reference to Exhibit 4.01 to the Form
               SB-2.

ITEM 9.  UNDERTAKINGS.

         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. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low and high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a twenty percent (20%) change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 (1)(i) and (1)(ii) above do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission 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.

         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.

         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 provisions discussed in Item 6 hereof, 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 

                                      -5-
6
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 hereby, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                      -6-
7
                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Warren M. Weiss and Earl C. Charles, and
each of them, his true and lawful attorneys-in-fact and agents with full power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8, and to file the same with all
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or it might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or his or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 Sunnyvale, State of California, on the 8th day of
August, 1997.

                                            PRISM SOLUTIONS, INC.

                                            By: /s/ Earl C. Charles
                                                _______________________________
                                                Earl C. Charles
                                                Chief Financial Officer

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

/s/ Warren M. Weiss
_______________________________             President, Chief Executive Officer                 August 8, 1997
Warren M. Weiss                             and a Director

PRINCIPAL FINANCIAL OFFICER:

/s/ Earl C. Charles
_______________________________             Chief Financial Officer                            August 8, 1997
Earl C. Charles

PRINCIPAL ACCOUNTING OFFICER:

/s/ Albert J. Wood
_______________________________             Chief Accounting Officer                           August 8, 1997
Albert J. Wood                              and Controller

ADDITIONAL DIRECTORS:

_______________________________             Chairman of the Board and a Director               ________, 1997
James W. Ashbrook

/s/ Kevin A. Fong
_______________________________             Director                                           August 8, 1997
Kevin A. Fong                                                                         

/s/ Promod Haque
_______________________________             Director                                           August 8, 1997
Promod Haque
-7-
8
/s/ E. Floyd Kvamme
_______________________________             Director                                           August 8, 1997
E. Floyd Kvamme

_______________________________             Director                                           ________, 1997
Nancy J. Schoendorf

/s/ Norris van den Berg
_______________________________             Director                                           August 8, 1997
Norris van den Berg
-8-
9
                                  EXHIBIT INDEX
Exhibit No.                         Description
     -----------                         -----------
4.01     Prism Solutions, Inc. 1996 Equity Incentive Plan, as amended
                  through March 18, 1997.

         4.02     QDB Solutions, Inc. 1997 Stock Incentive Plan.(1)

         4.03     Form of QDB Solutions, Inc. Nonqualified Stock Option
                  Agreement.(1)

         4.04     Registrant's Certificate of Incorporation filed with the
                  Secretary of State of Delaware on January 3, 1996.(2)

         4.05     Registrant's Certificate of Amendment of Certificate of
                  Incorporation filed with the Secretary of State of Delaware on
                  January 22, 1996.(3)

         4.06     Registrant's Certificate of Designation of Preferred Stock
                  filed with the Secretary of State of Delaware on January 22,
                  1996.(4)

         4.07     Registrant's Certificate of Retirement of Preferred Stock
                  filed with the Secretary of State of Delaware on March 20,
                  1996.(5)

         4.08     Registrant's Bylaws, as amended.(6)

         4.09     Form of specimen certificate for Registrant's Common Stock.(7)

         5.01     Opinion of Fenwick & West LLP.

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

         23.02    Consent of Coopers & Lybrand L.L.P., Independent Accountants.

         24.01    Power of Attorney (see page 7).
---------------------------

         (1)      QDB Solutions, Inc. is a Massachusetts corporation that was
                  acquired by the Registrant on July 21, 1997.

         (2)      Incorporated herein by reference to Exhibit 3.01 to the
                  Registrant's Registration Statement on Form SB-2 (File No.
                  333-1180-LA) filed on February 8, 1996, as subsequently
                  amended (the "Form SB-2").

         (3)      Incorporated herein by reference to Exhibit 3.02 to the Form
                  SB-2.

         (4)      Incorporated herein by reference to Exhibit 3.03 to the Form
                  SB-2.

         (5)      Incorporated herein by reference to Exhibit 3.04 to the Form
                  SB-2.

         (6)      Incorporated herein by reference to Exhibit 3.05 to the Form
                  SB-2.

         (7)      Incorporated herein by reference to Exhibit 4.01 to the Form
                  SB-2.