<PAGE>   1

    As filed with the Securities and Exchange Commission on January 24, 2000
                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                               NEOFORMA.COM, INC.
             (Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<S>                                                      <C>
               DELAWARE                                      77-0424252
     (State or Other Jurisdiction                         (I.R.S. Employer
   of Incorporation or Organization)                     Identification No.)
</TABLE>

                               NEOFORMA.COM, INC.
                             3255-7 SCOTT BOULEVARD
                          SANTA CLARA, CALIFORNIA 95054
          (Address of Principal Executive Offices, including Zip Code)

                                 1997 STOCK PLAN
                           1999 EQUITY INCENTIVE PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                                NON-PLAN OPTIONS
                           (Full Titles of the Plans)

                             FREDERICK J. RUEGSEGGER
                             CHIEF FINANCIAL OFFICER
                               NEOFORMA.COM, INC.
                             3255-7 SCOTT BOULEVARD
                          SANTA CLARA, CALIFORNIA 95054
                                 (408) 654-5700
            (Name, Address and Telephone Number of Agent for Service)

                                   COPIES TO:

                            Gordon K. Davidson, Esq.
                             David K. Michaels, Esq.
                            Scott J. Leichtner, Esq.
                               Nina L. Hong, Esq.
                                Joshua Sun, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                           Palo Alto, California 94306

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
================================= ============== ================= =================== ============
                                                    PROPOSED
                                     AMOUNT          MAXIMUM        PROPOSED MAXIMUM    AMOUNT OF
   TITLE OF SECURITIES TO BE          TO BE       OFFERING PRICE       AGGREGATE       REGISTRATION
           REGISTERED              REGISTERED       PER SHARE        OFFERING PRICE        FEE
--------------------------------- -------------- ----------------- ------------------- ------------
<S>                               <C>            <C>               <C>                 <C>
Common Stock, $0.001 par value     7,838,182(1)   $13.00(2)        $101,896,366(2)     $26,901

Common Stock, $0.001 par value     7,387,696(3)   $ 6.53(4)        $48,241,655         $12,736

--------------------------------- -------------- ----------------- ------------------- ------------
            TOTAL                 15,225,878                                           $39,637
================================= ============== ================= =================== ============
</TABLE>


(1)     Represents the aggregate of 7,088,182 shares available for grant under
        the Registrant's 1999 Equity Incentive Plan and 750,000 shares available
        for grant under Registrant's 1999 Employee Stock Purchase Plan.
(2)     Estimated as of January 24, 2000 pursuant to Rule 457(c) solely
        pursuant for the purpose of calculating the registration fee.
(3)     Represents certain shares subject to options outstanding as of January
        24, 2000 under the Registrant's 1997 Stock Plan and pursuant to non-plan
        option agreements.


<PAGE>   2




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



                                       2
<PAGE>   3

                                     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 prospectus filed pursuant to Rule 424(b) under
               the Securities Act of 1933, as amended (the "Securities Act"),
               which contains audited financial statements of the Registrant for
               the fiscal year ended December 31, 1998.

        (b)    The description of the Registrant's common stock contained in the
               Registrant's Registration Statement on Form 8-A filed under
               Section 12(g) of the Securities Exchange Act of 1934, as amended
               (the "Exchange Act"), including any amendment or report filed for
               the purpose of updating such description.

        All documents subsequently filed by 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 to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES - SECURITIES TO BE PURCHASED.

        Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Fenwick & West LLP, Palo Alto, California, will pass upon the validity
of the shares of Common Stock offered hereby. An investment partnership and a
partner of Fenwick & West LLP beneficially own an aggregate of 35,212 shares
of the Registrant's common stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporations's board of directors to grant, indemnify to
directors and officers under certain circumstances and subject to certain
limitations. The terms of Section 145 of the Delaware General Corporation Law
are sufficiently broad to permit indemnification under certain circumstances for
liabilities, including reimbursement of expenses incurred, arising under the
Securities Act of 1933.

        As permitted by the Delaware General Corporation Law, the Registrant's
amended and restated certificate of incorporation includes a provision that
eliminates the personal liability of its directors for monetary damages for
breach of fiduciary duty as a director, except for liability;

        o for any breach of the director's duty of loyalty to the Registrant or
          its stockholders;

        o for acts or omissions not in good faith or that involve intentional
          misconduct or a knowing violation of law;

        O under Section 174 of the Delaware General Corporation Law regarding
          unlawful dividends and stock purchases; or

        o for any transaction from which the director derived an improper
          personal benefit.
<PAGE>   4
        As permitted by the Delaware General Corporation Law, the Registrant's
restated bylaws provide that:

        o the Registrant is required to indemnify its directors and officers to
          the fullest extent permitted by the Delaware General Corporation Law,
          subject to certain very limited exceptions;

        o the Registrant is required to advance expenses, as incurred, to its
          directors and officers in connection with a legal proceeding to the
          fullest extent permitted by the Delaware General Corporation Law,
          subject to certain very limited exceptions; and

        o the rights conferred in the bylaws are not exclusive.

        In addition, the Registrant intends to enter into indemnity agreements
with each of our current directors and officers. These agreements provide for
the indemnification of officers and directors for all expenses and liabilities
incurred in connection with any action or proceeding brought against them by
reason of the fact that they are or were agents of the Registrant.

        The Registrant has obtained directors' and officers' insurance to cover
its directors, officers and  some of its employees for certain liabilities,
including public securities matters.


        Reference is also made to Section 6 of the Underwriting Agreement
relating to Registrant's initial public offering, effected pursuant to
Registrant's Registration Statement on Form S-1 (File No. 333-89077) originally
filed with the Commission on October 15, 1999, as subsequently amended (the
"Form S-1"), which provides for the indemnification of officers, directors and
controlling persons of the Registrant against certain liabilities. The
indemnification provision in the Registrant's amended and restated certificate
of incorporation, restated bylaws and the indemnity agreements entered into
between the Registrant and each of its directors and officers may be
sufficiently broad to permit indemnification of the Registrant's directors and
officers for liabilities arising under the Securities Act.

        See also the undertakings set out in response to Item 9.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
       Exhibit
        Number                              Exhibit Title
        ------                              -------------
<S>                   <C>
         4.01         Registrant's Amended and Restated Certificate of
                      Incorporation, as amended through October 12, 1999
                      (incorporated herein by reference to Exhibit 3.01 of the
                      Form S-1).
         4.02         Registrant's Form of Second Amended and Restated
                      Certificate of Incorporation (to be filed immediately
                      after the closing of Registrant's initial public offering)
                      (incorporated herein by reference to Exhibit 3.02 of the
                      Form S-1).
         4.03         Registrant's Restated Bylaws (incorporated herein by
                      reference to Exhibit 3.03 of the Form S-1).
         4.04         Form of Specimen Certificate for Registrant's common stock
                      (incorporated herein by reference to Exhibit 4.01 of the
                      Form S-1).
         4.05         Second Amended and Restated Investors' Rights Agreement,
                      as amended in November 1999 (incorporated herein by
                      reference to Exhibit 4.02 of the Form S-1).
         4.06         Registrant's 1997 Stock Plan, as amended (incorporated
                      herein by reference to Exhibit 10.02 of the Form S-1).
         4.07         Registrant's 1999 Equity Incentive Plan (incorporated
                      herein by reference to Exhibit 10.03 of the Form S-1).
         4.08         Registrant's 1999 Employee Stock Purchase Plan
                      (incorporated herein by reference to Exhibit 10.04 of the
                      Form S-1).
         5.01         Opinion of Fenwick & West LLP regarding legality of the
                      securities being registered.
        23.01         Consent of Fenwick & West LLP (included in Exhibit 5.01).
</TABLE>



                                       2
<PAGE>   5
 <TABLE>
<S>                   <C>
        23.02         Consent of Arthur Andersen LLP, independent public
                      accountants.
        24.01         Power of Attorney (see page 5).
</TABLE>

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 of 1933;

                (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 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 or 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 20 percent 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)(a)(i) and (1)(b)(ii) do not apply if 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 Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act of 1934 that are incorporated by reference in the registration statement.

        (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a



                                       3
<PAGE>   6

court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.



                                       4
<PAGE>   7

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Clara, State of California, on this 24th day of
January, 2000.

                                            NEOFORMA.COM, INC.


                                            By: /s/ Robert J. Zollars
                                               ---------------------------------
                                               Robert J. Zollars
                                               Chief Executive Officer


                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert J. Zollars and Frederick J.
Ruegsegger, and each of them acting individually, as his attorney-in-fact, each
with full power of substitution, for him in any and all capacities, to sign any
and all amendments to this Registration Statement on Form S-8, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or any substitute, may do or cause to be done by
virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on January 24, 2000 by the following
persons in the capacities indicated:

<TABLE>
<CAPTION>
             Signature                                  Title
<S>                                         <C>
      /s/ Robert J. Zollars                 President, Chief Executive Officer,
------------------------------------        Chairman of the Board and Director
          Robert J. Zollars

    /s/ Frederick J. Ruegsegger
------------------------------------        Chief Financial Officer
        Frederick J. Ruegsegger

       /s/ David Douglass
------------------------------------        Director
           David Douglass

       /s/ Terence Garnett
------------------------------------        Director
           Terence Garnett

     /s/ Richard D. Helppie
------------------------------------        Director
         Richard D. Helppie

      /s/ Wayne D. McVicker
------------------------------------        Director
          Wayne D. McVicker

      /s/ Andrew Filipowski
------------------------------------        Director
          Andrew Filipowski

     /s/ Madhavan Rangaswami
------------------------------------        Director
         Madhavan Rangaswami
</TABLE>



                                       5
<PAGE>   8

                               NEOFORMA.COM, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
      Exhibit
       Number                              Exhibit Title
       ------                              -------------
<S>                   <C>
         5.01         Opinion of Fenwick & West LLP regarding legality of the securities
                      being registered.
        23.01         Consent of Fenwick & West LLP (included in Exhibit 5.01).
        23.02         Consent of Arthur Andersen LLP, independent public accountants.
        24.01         Power of Attorney (see page 5).
</TABLE>



                                       6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20217}]
{"company-data": {"conformed-name": "NEOFORMA COM INC", "cik": "0001096219", "assigned-sic": "7389", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-95299", "film-number": "512179"}, "business-address": {"street1": "3255-7 SCOTT BLVD.", "city": "SANTA CLARA", "state": "CA", "zip": "95054", "phone": "4086545700"}, "mail-address": {"street1": "3255-7 SCOTT BLVD.", "city": "SANTA CLARA", "state": "CA", "zip": "95054"}}
1

    As filed with the Securities and Exchange Commission on January 24, 2000
                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                               NEOFORMA.COM, INC.
             (Exact Name of Registrant as Specified in Its Charter)
DELAWARE                                      77-0424252
     (State or Other Jurisdiction                         (I.R.S. Employer
   of Incorporation or Organization)                     Identification No.)
NEOFORMA.COM, INC.
                             3255-7 SCOTT BOULEVARD
                          SANTA CLARA, CALIFORNIA 95054
          (Address of Principal Executive Offices, including Zip Code)

                                 1997 STOCK PLAN
                           1999 EQUITY INCENTIVE PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                                NON-PLAN OPTIONS
                           (Full Titles of the Plans)

                             FREDERICK J. RUEGSEGGER
                             CHIEF FINANCIAL OFFICER
                               NEOFORMA.COM, INC.
                             3255-7 SCOTT BOULEVARD
                          SANTA CLARA, CALIFORNIA 95054
                                 (408) 654-5700
            (Name, Address and Telephone Number of Agent for Service)

                                   COPIES TO:

                            Gordon K. Davidson, Esq.
                             David K. Michaels, Esq.
                            Scott J. Leichtner, Esq.
                               Nina L. Hong, Esq.
                                Joshua Sun, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                           Palo Alto, California 94306

                         CALCULATION OF REGISTRATION FEE
================================= ============== ================= =================== ============
                                                    PROPOSED
                                     AMOUNT          MAXIMUM        PROPOSED MAXIMUM    AMOUNT OF
   TITLE OF SECURITIES TO BE          TO BE       OFFERING PRICE       AGGREGATE       REGISTRATION
           REGISTERED              REGISTERED       PER SHARE        OFFERING PRICE        FEE
--------------------------------- -------------- ----------------- ------------------- ------------
Common Stock, $0.001 par value     7,838,182(1)   $13.00(2)        $101,896,366(2)     $26,901

Common Stock, $0.001 par value     7,387,696(3)   $ 6.53(4)        $48,241,655         $12,736

--------------------------------- -------------- ----------------- ------------------- ------------
            TOTAL                 15,225,878                                           $39,637
================================= ============== ================= =================== ============
(1)     Represents the aggregate of 7,088,182 shares available for grant under
        the Registrant's 1999 Equity Incentive Plan and 750,000 shares available
        for grant under Registrant's 1999 Employee Stock Purchase Plan.
(2)     Estimated as of January 24, 2000 pursuant to Rule 457(c) solely
        pursuant for the purpose of calculating the registration fee.
(3)     Represents certain shares subject to options outstanding as of January
        24, 2000 under the Registrant's 1997 Stock Plan and pursuant to non-plan
        option agreements.
2

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

                                       2
3

                                     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 prospectus filed pursuant to Rule 424(b) under
               the Securities Act of 1933, as amended (the "Securities Act"),
               which contains audited financial statements of the Registrant for
               the fiscal year ended December 31, 1998.

        (b)    The description of the Registrant's common stock contained in the
               Registrant's Registration Statement on Form 8-A filed under
               Section 12(g) of the Securities Exchange Act of 1934, as amended
               (the "Exchange Act"), including any amendment or report filed for
               the purpose of updating such description.

        All documents subsequently filed by 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 to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES - SECURITIES TO BE PURCHASED.

        Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Fenwick & West LLP, Palo Alto, California, will pass upon the validity
of the shares of Common Stock offered hereby. An investment partnership and a
partner of Fenwick & West LLP beneficially own an aggregate of 35,212 shares
of the Registrant's common stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporations's board of directors to grant, indemnify to
directors and officers under certain circumstances and subject to certain
limitations. The terms of Section 145 of the Delaware General Corporation Law
are sufficiently broad to permit indemnification under certain circumstances for
liabilities, including reimbursement of expenses incurred, arising under the
Securities Act of 1933.

        As permitted by the Delaware General Corporation Law, the Registrant's
amended and restated certificate of incorporation includes a provision that
eliminates the personal liability of its directors for monetary damages for
breach of fiduciary duty as a director, except for liability;

        o for any breach of the director's duty of loyalty to the Registrant or
          its stockholders;

        o for acts or omissions not in good faith or that involve intentional
          misconduct or a knowing violation of law;

        O under Section 174 of the Delaware General Corporation Law regarding
          unlawful dividends and stock purchases; or

        o for any transaction from which the director derived an improper
          personal benefit.
4
        As permitted by the Delaware General Corporation Law, the Registrant's
restated bylaws provide that:

        o the Registrant is required to indemnify its directors and officers to
          the fullest extent permitted by the Delaware General Corporation Law,
          subject to certain very limited exceptions;

        o the Registrant is required to advance expenses, as incurred, to its
          directors and officers in connection with a legal proceeding to the
          fullest extent permitted by the Delaware General Corporation Law,
          subject to certain very limited exceptions; and

        o the rights conferred in the bylaws are not exclusive.

        In addition, the Registrant intends to enter into indemnity agreements
with each of our current directors and officers. These agreements provide for
the indemnification of officers and directors for all expenses and liabilities
incurred in connection with any action or proceeding brought against them by
reason of the fact that they are or were agents of the Registrant.

        The Registrant has obtained directors' and officers' insurance to cover
its directors, officers and  some of its employees for certain liabilities,
including public securities matters.

        Reference is also made to Section 6 of the Underwriting Agreement
relating to Registrant's initial public offering, effected pursuant to
Registrant's Registration Statement on Form S-1 (File No. 333-89077) originally
filed with the Commission on October 15, 1999, as subsequently amended (the
"Form S-1"), which provides for the indemnification of officers, directors and
controlling persons of the Registrant against certain liabilities. The
indemnification provision in the Registrant's amended and restated certificate
of incorporation, restated bylaws and the indemnity agreements entered into
between the Registrant and each of its directors and officers may be
sufficiently broad to permit indemnification of the Registrant's directors and
officers for liabilities arising under the Securities Act.

        See also the undertakings set out in response to Item 9.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.
Exhibit
        Number                              Exhibit Title
        ------                              -------------
4.01         Registrant's Amended and Restated Certificate of
                      Incorporation, as amended through October 12, 1999
                      (incorporated herein by reference to Exhibit 3.01 of the
                      Form S-1).
         4.02         Registrant's Form of Second Amended and Restated
                      Certificate of Incorporation (to be filed immediately
                      after the closing of Registrant's initial public offering)
                      (incorporated herein by reference to Exhibit 3.02 of the
                      Form S-1).
         4.03         Registrant's Restated Bylaws (incorporated herein by
                      reference to Exhibit 3.03 of the Form S-1).
         4.04         Form of Specimen Certificate for Registrant's common stock
                      (incorporated herein by reference to Exhibit 4.01 of the
                      Form S-1).
         4.05         Second Amended and Restated Investors' Rights Agreement,
                      as amended in November 1999 (incorporated herein by
                      reference to Exhibit 4.02 of the Form S-1).
         4.06         Registrant's 1997 Stock Plan, as amended (incorporated
                      herein by reference to Exhibit 10.02 of the Form S-1).
         4.07         Registrant's 1999 Equity Incentive Plan (incorporated
                      herein by reference to Exhibit 10.03 of the Form S-1).
         4.08         Registrant's 1999 Employee Stock Purchase Plan
                      (incorporated herein by reference to Exhibit 10.04 of the
                      Form S-1).
         5.01         Opinion of Fenwick & West LLP regarding legality of the
                      securities being registered.
        23.01         Consent of Fenwick & West LLP (included in Exhibit 5.01).
2
5
23.02         Consent of Arthur Andersen LLP, independent public
                      accountants.
        24.01         Power of Attorney (see page 5).
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 of 1933;

                (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 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 or 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 20 percent 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)(a)(i) and (1)(b)(ii) do not apply if 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 Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act of 1934 that are incorporated by reference in the registration statement.

        (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a

                                       3
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court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

                                       4
7

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Clara, State of California, on this 24th day of
January, 2000.

                                            NEOFORMA.COM, INC.

                                            By: /s/ Robert J. Zollars
                                               ---------------------------------
                                               Robert J. Zollars
                                               Chief Executive Officer

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert J. Zollars and Frederick J.
Ruegsegger, and each of them acting individually, as his attorney-in-fact, each
with full power of substitution, for him in any and all capacities, to sign any
and all amendments to this Registration Statement on Form S-8, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or any substitute, may do or cause to be done by
virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on January 24, 2000 by the following
persons in the capacities indicated:
Signature                                  Title
/s/ Robert J. Zollars                 President, Chief Executive Officer,
------------------------------------        Chairman of the Board and Director
          Robert J. Zollars

    /s/ Frederick J. Ruegsegger
------------------------------------        Chief Financial Officer
        Frederick J. Ruegsegger

       /s/ David Douglass
------------------------------------        Director
           David Douglass

       /s/ Terence Garnett
------------------------------------        Director
           Terence Garnett

     /s/ Richard D. Helppie
------------------------------------        Director
         Richard D. Helppie

      /s/ Wayne D. McVicker
------------------------------------        Director
          Wayne D. McVicker

      /s/ Andrew Filipowski
------------------------------------        Director
          Andrew Filipowski

     /s/ Madhavan Rangaswami
------------------------------------        Director
         Madhavan Rangaswami
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                               NEOFORMA.COM, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS
Exhibit
       Number                              Exhibit Title
       ------                              -------------
5.01         Opinion of Fenwick & West LLP regarding legality of the securities
                      being registered.
        23.01         Consent of Fenwick & West LLP (included in Exhibit 5.01).
        23.02         Consent of Arthur Andersen LLP, independent public accountants.
        24.01         Power of Attorney (see page 5).
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