<PAGE>   1
          As filed with the Securities and Exchange Commission on April 26, 2000
                                                 Registration No. 333-
                                                                      ----------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

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

                              NETRADIO CORPORATION
             (Exact name of registrant as specified in its charter)

             Minnesota                                        41-1819471
   (State or other jurisdiction                            (I.R.S. Employer
 of incorporation or organization)                        Identification No.)

                           Riverplace Exposition Hall
                      43 Main Street, Southeast, Suite 149
                          Minneapolis, Minnesota 55414
                    (Address of Principal Executive Offices)

            NETRADIO CORPORATION 1998 STOCK OPTION AND INCENTIVE PLAN
                            (full title of the plan)


          Edward A. Tomechko                             Copy to:
 Chief Executive Officer and President            Matthew J. Knopf, Esq.
         NetRadio Corporation                      Dorsey & Whitney LLP
      Riverplace Exposition Hall                  Pillsbury Center South
  43 Main Street Southeast, Suite 149             220 South Sixth Street
        Minneapolis, Minnesota               Minneapolis, Minnesota 55402-1498
            (612) 378-2211                            (612) 340-5603
(Telephone number, including area code, of agent for service)

                              --------------------

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
       Title of                                    Proposed                 Proposed
      securities         Amount to be          Maximum Offering         Maximum Aggregate          Amount of
   to be registered     registered (1)        Price per Share (2)       Offering Price (2)   Registration Fee (2)


<S>                     <C>                   <C>                       <C>                  <C>
     Common Stock
    (no par value)        2,000,000                $2.9375                $5,875,000               $1,551
----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      The number of shares being registered represents the number of shares
         of Common Stock that may be issued pursuant to the NetRadio Corporation
         1998 Stock Option and Incentive Plan (the "Plan").

(2)      Determined pursuant to Rule 457(c), based on the average of the high
         and low sale prices of the Common Stock as reported on the Nasdaq
         National Market System on April 24, 2000

<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Certain Documents by Reference

         The following documents, which have been filed by NetRadio Corporation
(the "Company") with the Securities and Exchange Commission, are hereby
incorporated by reference in this Registration Statement:

          1.   Annual Report on Form 10-K for the year ended December 31, 1999;

          2.   The Proxy Statement of the Company for the annual meeting of
stockholders held May 18, 1999; and

          4.   The description of Common Stock contained in the Company's
Registration Statement on Form 8-A (File No. 0-27575) filed with the Commission
pursuant to Section 12 (g) of the Exchange Act on October 7, 1999, and any
amendment or report updating such description filed subsequent to the date of
such Registration Statement and prior to the termination of the offering
described herein.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
dates of filing of such documents. Any statement contained herein or in a
document all or part of which is incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.           Description of Securities

         Not applicable.

Item 5.           Interests of Named Experts and Counsel

         Not applicable.

Item 6.           Indemnification of Directors and Officers

         Section 302A.521 of the Minnesota Business Corporation Act provides
that, unless prohibited or limited by a corporation's articles of incorporation
or bylaws, a corporation must indemnify its current and former officers,
directors, employees and agents against expenses (including attorneys' fees),
judgments, penalties, fines and amounts paid in settlement and which were
incurred in connection with actions, suits or proceedings in which such person
are parties by reason of the fact that they are or were an officer, director,
employee or agent of the corporation, if they (i) have not been indemnified by
another organization, (ii) acted in good faith, (iii) received no improper
personal benefit, (iv) in the case of a criminal proceeding, had no reasonable
cause to believe the conduct was unlawful, and (v) reasonably believed that the
conduct was in the best interests of the corporation. Section 302A.521 also
permits a corporation to purchase and maintain insurance on behalf of its
officers, directors, employees and agents against any liability which may be
asserted against, or incurred by, such persons in their capacities as officers,
directors, employees and agents of the corporation, whether or not the
corporation would have been required to indemnify the person against the
liability under the provisions of such section.

         Article VI of our bylaws provides that we may indemnify each person who
is or was a director or officer to the full extent permitted by the MBCA.
Article VI also provides that we may, but we are not required to, indemnify
employees and agents (other than directors and officers) to the full extent and
in the manner permitted by the MBCA.
<PAGE>   3

Item 7.           Exemption from Registration Claimed

         Not applicable.

Item 8.           Exhibits

   Exhibit No.   Description

      5.1        Opinion of Dorsey & Whitney LLP
     23.1        Consent of Counsel to the Company (included in Exhibit 5.1)
     23.2        Consent of Independent Accountants
     24.1        Power of Attorney (included in signature page)

Item 9.  Undertakings

A.       The undersigned registrant hereby undertakes:

         (1)   To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

               (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 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
                      Securities and Exchange Commission pursuant to Rule 424(b)
                      of the Securities Act if, in the aggregate, the changes in
                      volume and price represent no more than a 20% change in
                      the maximum aggregate offering price set forth in the
                      "Calculation of Registration Fee" table in the effective
                      Registration Statement; and

               (iii)  To include any material information with respect to the
                      plan of distribution not previously disclosed in the
                      Registration Statement or any material change to such
                      information in the Registration Statement.

Provided, however, that paragraphs A(1)(i) and A(1)(ii) above will not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

         (2)   That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3)   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

B.    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 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.
<PAGE>   4
C.    Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or other controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
<PAGE>   5


                                   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 Minneapolis, State of Minnesota, on the 26th day of
April, 2000.

                                     NETRADIO CORPORATION


                                     By       /s/Edward A. Tomechko
                                        -------------------------------------
                                             Edward A. Tomechko
                                             Chief Executive Officer

         KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Edward A. Tomechko and Michael Wise, and
each of them, his or her true and lawful attorneys-in-fact and agents, each
acting alone, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities to sign a
Registration Statement on Form S-8 of NetRadio Corporation (the "Company")
relating to this Registration Statement, and any and all amendments thereto,
including post-effective amendments, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission and with such state securities commissions and other
agencies as necessary, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, may lawfully 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 by the following persons in the
capacities indicated on the 26th day of April, 2000.
<TABLE>
<CAPTION>
                Signature                                                  Title
                ---------                                                  -----


<S>                                                          <C>
/s/ Edward A. Tomechko                                       Chief Executive Officer
----------------------------------------------               (principal executive officer)
Edward A. Tomechko

/s/ Michael P. Wise                                          Chief Financial Officer
----------------------------------------------               (principal financial officer)
Michael P. Wise

/s/ Eric H. Paulson                                          Director
----------------------------------------------
Eric H. Paulson

/s/ Donavan W. Pederson                                      Director
----------------------------------------------
Donavan W. Pederson

/s/ James Caparro                                            Director
----------------------------------------------
James Caparro

/s/ Charles E. Cheney                                        Director
----------------------------------------------
Charles E. Cheney

/s/ Marc H. Kalman                                           Director
----------------------------------------------
Marc H. Kalman

/s/ Gene McCaffrey                                           Director
----------------------------------------------
Gene McCaffery
</TABLE>
<PAGE>   6

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER                        DESCRIPTION
--------------                        -----------
<S>                      <C>
       5.1               OPINION OF DORSEY & WHITNEY LLP

      23.1               CONSENT OF COUNSEL TO THE COMPANY (INCLUDED IN EXHIBIT 5.1)

      23.2               CONSENT OF INDEPENDENT ACCOUNTANTS

      24.1               POWER OF ATTORNEY (INCLUDED IN SIGNATURE PAGE)

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16027}]
{"company-data": {"conformed-name": "NETRADIO CORP", "cik": "0001002636", "assigned-sic": "4832", "irs-number": "411819471", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35616", "film-number": "608989"}, "business-address": {"street1": "RIVERPLACE EXPOLITION HALL", "street2": "43 MAIN ST SOUTHEAST STE 149", "city": "MINNEAPOLIS", "state": "MN", "zip": "55414", "phone": "6123782211"}, "mail-address": {"street1": "RIVERPLACE EXPOLITION HALL", "street2": "43 MAIN ST SOUTHEAST STE 149", "city": "MINNEAPOLIS", "state": "MN", "zip": "55414"}, "former-company": {"former-conformed-name": "NET RADIO CORP", "date-changed": "19990224"}}
1
          As filed with the Securities and Exchange Commission on April 26, 2000
                                                 Registration No. 333-
                                                                      ----------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

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

                              NETRADIO CORPORATION
             (Exact name of registrant as specified in its charter)

             Minnesota                                        41-1819471
   (State or other jurisdiction                            (I.R.S. Employer
 of incorporation or organization)                        Identification No.)

                           Riverplace Exposition Hall
                      43 Main Street, Southeast, Suite 149
                          Minneapolis, Minnesota 55414
                    (Address of Principal Executive Offices)

            NETRADIO CORPORATION 1998 STOCK OPTION AND INCENTIVE PLAN
                            (full title of the plan)

          Edward A. Tomechko                             Copy to:
 Chief Executive Officer and President            Matthew J. Knopf, Esq.
         NetRadio Corporation                      Dorsey & Whitney LLP
      Riverplace Exposition Hall                  Pillsbury Center South
  43 Main Street Southeast, Suite 149             220 South Sixth Street
        Minneapolis, Minnesota               Minneapolis, Minnesota 55402-1498
            (612) 378-2211                            (612) 340-5603
(Telephone number, including area code, of agent for service)

                              --------------------

                        CALCULATION OF REGISTRATION FEE
Title of                                    Proposed                 Proposed
      securities         Amount to be          Maximum Offering         Maximum Aggregate          Amount of
   to be registered     registered (1)        Price per Share (2)       Offering Price (2)   Registration Fee (2)
Common Stock
    (no par value)        2,000,000                $2.9375                $5,875,000               $1,551
----------------------------------------------------------------------------------------------------------------------
(1)      The number of shares being registered represents the number of shares
         of Common Stock that may be issued pursuant to the NetRadio Corporation
         1998 Stock Option and Incentive Plan (the "Plan").

(2)      Determined pursuant to Rule 457(c), based on the average of the high
         and low sale prices of the Common Stock as reported on the Nasdaq
         National Market System on April 24, 2000
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Certain Documents by Reference

         The following documents, which have been filed by NetRadio Corporation
(the "Company") with the Securities and Exchange Commission, are hereby
incorporated by reference in this Registration Statement:

          1.   Annual Report on Form 10-K for the year ended December 31, 1999;

          2.   The Proxy Statement of the Company for the annual meeting of
stockholders held May 18, 1999; and

          4.   The description of Common Stock contained in the Company's
Registration Statement on Form 8-A (File No. 0-27575) filed with the Commission
pursuant to Section 12 (g) of the Exchange Act on October 7, 1999, and any
amendment or report updating such description filed subsequent to the date of
such Registration Statement and prior to the termination of the offering
described herein.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
dates of filing of such documents. Any statement contained herein or in a
document all or part of which is incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.           Description of Securities

         Not applicable.

Item 5.           Interests of Named Experts and Counsel

         Not applicable.

Item 6.           Indemnification of Directors and Officers

         Section 302A.521 of the Minnesota Business Corporation Act provides
that, unless prohibited or limited by a corporation's articles of incorporation
or bylaws, a corporation must indemnify its current and former officers,
directors, employees and agents against expenses (including attorneys' fees),
judgments, penalties, fines and amounts paid in settlement and which were
incurred in connection with actions, suits or proceedings in which such person
are parties by reason of the fact that they are or were an officer, director,
employee or agent of the corporation, if they (i) have not been indemnified by
another organization, (ii) acted in good faith, (iii) received no improper
personal benefit, (iv) in the case of a criminal proceeding, had no reasonable
cause to believe the conduct was unlawful, and (v) reasonably believed that the
conduct was in the best interests of the corporation. Section 302A.521 also
permits a corporation to purchase and maintain insurance on behalf of its
officers, directors, employees and agents against any liability which may be
asserted against, or incurred by, such persons in their capacities as officers,
directors, employees and agents of the corporation, whether or not the
corporation would have been required to indemnify the person against the
liability under the provisions of such section.

         Article VI of our bylaws provides that we may indemnify each person who
is or was a director or officer to the full extent permitted by the MBCA.
Article VI also provides that we may, but we are not required to, indemnify
employees and agents (other than directors and officers) to the full extent and
in the manner permitted by the MBCA.
3

Item 7.           Exemption from Registration Claimed

         Not applicable.

Item 8.           Exhibits

   Exhibit No.   Description

      5.1        Opinion of Dorsey & Whitney LLP
     23.1        Consent of Counsel to the Company (included in Exhibit 5.1)
     23.2        Consent of Independent Accountants
     24.1        Power of Attorney (included in signature page)

Item 9.  Undertakings

A.       The undersigned registrant hereby undertakes:

         (1)   To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

               (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 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
                      Securities and Exchange Commission pursuant to Rule 424(b)
                      of the Securities Act if, in the aggregate, the changes in
                      volume and price represent no more than a 20% change in
                      the maximum aggregate offering price set forth in the
                      "Calculation of Registration Fee" table in the effective
                      Registration Statement; and

               (iii)  To include any material information with respect to the
                      plan of distribution not previously disclosed in the
                      Registration Statement or any material change to such
                      information in the Registration Statement.

Provided, however, that paragraphs A(1)(i) and A(1)(ii) above will not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

         (2)   That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3)   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

B.    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 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.
4
C.    Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or other controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
5

                                   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 Minneapolis, State of Minnesota, on the 26th day of
April, 2000.

                                     NETRADIO CORPORATION

                                     By       /s/Edward A. Tomechko
                                        -------------------------------------
                                             Edward A. Tomechko
                                             Chief Executive Officer

         KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Edward A. Tomechko and Michael Wise, and
each of them, his or her true and lawful attorneys-in-fact and agents, each
acting alone, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities to sign a
Registration Statement on Form S-8 of NetRadio Corporation (the "Company")
relating to this Registration Statement, and any and all amendments thereto,
including post-effective amendments, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission and with such state securities commissions and other
agencies as necessary, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, may lawfully 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 by the following persons in the
capacities indicated on the 26th day of April, 2000.
Signature                                                  Title
                ---------                                                  -----
/s/ Edward A. Tomechko                                       Chief Executive Officer
----------------------------------------------               (principal executive officer)
Edward A. Tomechko

/s/ Michael P. Wise                                          Chief Financial Officer
----------------------------------------------               (principal financial officer)
Michael P. Wise

/s/ Eric H. Paulson                                          Director
----------------------------------------------
Eric H. Paulson

/s/ Donavan W. Pederson                                      Director
----------------------------------------------
Donavan W. Pederson

/s/ James Caparro                                            Director
----------------------------------------------
James Caparro

/s/ Charles E. Cheney                                        Director
----------------------------------------------
Charles E. Cheney

/s/ Marc H. Kalman                                           Director
----------------------------------------------
Marc H. Kalman

/s/ Gene McCaffrey                                           Director
----------------------------------------------
Gene McCaffery
6

                                  EXHIBIT INDEX
EXHIBIT NUMBER                        DESCRIPTION
--------------                        -----------
5.1               OPINION OF DORSEY & WHITNEY LLP

      23.1               CONSENT OF COUNSEL TO THE COMPANY (INCLUDED IN EXHIBIT 5.1)

      23.2               CONSENT OF INDEPENDENT ACCOUNTANTS

      24.1               POWER OF ATTORNEY (INCLUDED IN SIGNATURE PAGE)