<PAGE>

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 15, 2001
                          REGISTRATION NO. 333-_______
                              --------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                             ON2 TECHNOLOGIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                   DELAWARE                          84-1280679
           ------------------------------            --------------------
          (STATE OR OTHER JURISDICTION OF            (I.R.S. EMPLOYER
           INCORPORATION OR ORGANIZATION)             IDENTIFICATION NO.)

                  145 HUDSON STREET
                  NEW YORK, NY                       10013
           ------------------------------            --------------------
               (ADDRESS OF PRINCIPAL                (ZIP CODE)
                EXECUTIVE OFFICES)


                             ON2 TECHNOLOGIES, INC.
                        2001 EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)

                             ----------------------
                               DOUGLAS A. MCINTYRE
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             ON2 TECHNOLOGIES, INC.
                                145 HUDSON STREET
                               NEW YORK, NY 10013
                                 (917) 237-0500

            (NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                             ----------------------
                                    COPY TO:
                                WILLIAM A. NEWMAN
                                MCGUIREWOODS LLP
                         9 WEST 57TH STREET, SUITE 1620
                               NEW YORK, NY 10019
                             ----------------------


<PAGE>




                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------
<S>                              <C>                 <C>               <C>                       <C>
                                                     Proposed
Title of Each Class                                  Maximum           Proposed Maximum          Amount of
of Securities to be              Amount to be        Offering Price    Aggregate                 Registration
Registered                       Registered          Per Share         Offering Price            Fee

Common Stock,                    4,000,000(1)        $0.374(2)         $1,496,000.00(2)          $395.00(2)
par value $0.01
per share
-------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
      Registration Statement also covers, in addition to the number of shares of
      common stock stated above, additional securities that may be offered as a
      result of stock splits, stock dividends or similar transactions.

(2)  Pursuant to Rule 457(h) under the Securities Act of 1933, as amended, the
     price shown is based on 85% of the average of the high and low sales price
     of the common stock as reported by the American Stock Exchange on June 13,
     2001, which was $0.44 per share. Pursuant to Sections 6.2 and 2.13 of the
     On2 Technologies, Inc. 2001 Employee Stock Purchase Plan (attached as
     Exhibit 99.1), shares of common stock are sold at 85% of the lesser of the
     fair market value of such shares on the first day of the offering period or
     on the exercise date.


<PAGE>



      This Registration Statement on Form S-8 is filed by On2 Technologies,
Inc., a Delaware corporation (the "Registrant"), relating to 4,000,000 shares of
its common stock, par value $0.01 per share, authorized and reserved for
issuance under the On2 Technologies, Inc. 2001 Employee Stock Purchase Plan (the
"Plan").

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information.

      Not required to be filed as part of this Registration Statement pursuant
to Note to Part I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

      Not required to be filed as part of this Registration Statement pursuant
to Note to Part I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The following documents of the Registrant heretofore filed with the
Securities and Exchange Commission (the "SEC") are incorporated in this
Registration Statement by reference and made a part of this Registration
Statement:

      1.    Annual Report on Form 10-KSB for the year ended December 31, 2000,
            filed on April 2, 2001.
      2.    Current Report on Form 8-K, filed on January 17, 2001.
      3.    Current Report on Form 8-K/A, filed on January 17, 2001.
      4.    Current Report on Form 8-K, filed on February 5, 2001.
      5.    Quarterly Report on Form 10-QSB for the quarter ended March 31,
            2001, filed on May 15, 2001.
      6.    The description of the Registrant's Common Stock contained in the
            definitive proxy statement on Schedule 14A for the fiscal year 1999
            annual shareholder meeting, filed on April 24, 2000.

      All reports and other documents, filed subsequent to the date hereof by
the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and prior
to the filing of a post-effective amendment hereto that indicates that all
securities offered hereby have been sold or that de-registers all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and made a part hereof from their respective dates of filing (such documents,
and the documents enumerated above, are collectively referred to as
"Incorporated Documents").

      Any statement contained in an Incorporated Document or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed Incorporated Document 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 hereof.

Item 4.  Description of Securities.

      Not applicable.

Item 5.  Interest of Named Experts and Counsel.

<PAGE>

      Not applicable.

Item 6.  Indemnification of Directors and Officers.

      Section 145 of the Delaware General Corporation Law (the "DGCL") allows
for the indemnification of officers, directors, and other corporate agents in
terms sufficiently broad to indemnify such persons under certain circumstances
for liabilities (including reimbursement for expenses incurred) arising under
the Securities Act of 1933, as amended (the "Securities Act"). Section 145 of
the DGCL provides that a corporation may indemnify its directors and officers
against civil and criminal liabilities. Directors and officers may be
indemnified against expenses if they acted in good faith an in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action, if they had no reasonable
cause to believe their conduct was unlawful. A director or officer may be
indemnified against expenses incurred in connection with a derivative suit if he
acted in good faith and in a manner reasonably believed to be in or not opposed
to the best interests of the corporation, except that no indemnification may be
made without court approval if such person was adjudged liable for negligence or
misconduct in the performance of his or her duty to the corporation. The
statutory indemnification is not exclusive of any rights provided by and by-law,
agreement, vote of shareholders or disinterested directors or otherwise.

      Article XII of the Registrant's amended and restated certificate of
incorporation sets forth the extent to which the Registrant's directors and
officers may be indemnified against liabilities and other monetary expenses
which they may incur while serving in such capacities. Such indemnification will
be provided to the extent and under the circumstances currently permitted by the
DGCL. Article IX of the Registrant's by-laws also provide that the directors and
officers of the Registrant will be indemnified against any losses incurred in
connection with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
or suit brought by or in the right of the Registrant), by reason of the fact
that he is or was a director or officer of the Registrant or served with another
corporation, partnership, joint venture, trust or other enterprise at the
request of the Registrant and will provide advances, for expenses incurred in
defending any such action, suit or proceeding, upon receipt of an undertaking by
or on behalf of such officer or director to repay such advances, if it is
ultimately determined that he is not entitled to indemnification by the
Registrant. The Registrant maintains liability insurance for the benefit of its
directors and certain of its officers.

      The above discussion of the DGCL and of the Registrant's amended and
restated certificate of incorporation, bylaws and indemnification agreements is
not intended to be exhaustive and is qualified in its entirety by such statutes,
amended and restated certificate of incorporation, bylaws and indemnification
agreements.

Item 7.  Exemption from Registration Claimed.

      Not applicable.


<PAGE>

Item 8.  Exhibits.

      See the Exhibit Index following signatures.

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:

            (a) to include any prospectus required by Section 10(a)(3) of the
Securities Act;

            (b) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this 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;

            (c) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;

provided, however, that the undertakings set forth in paragraphs (a) and (b)
above shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that
are incorporated by reference in this 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, when 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 foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC 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

<PAGE>

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 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>



                                   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 New York, New York, on June 15, 2001.

                                    ON2 TECHNOLOGIES, INC.


                                    By: /s/ Douglas A. McIntyre
                                    -------------------------------------------
                                    Douglas A. McIntyre
                                    President and Chief Executive Officer

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Douglas A. McIntyre as such
person's true and lawful attorney-in-fact and agent, with full power of
substitution, for him in his name, and in all capacities, to sign all amendments
(including post-effective amendments) to this Registration Statement to which
this power of attorney is attached, and to file all such amendments, and all
exhibits to them and other documents to be filed in connection with them, with
the Securities and Exchange Commission.

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


/s/ Douglas A. McIntyre      President, Chief           June 15, 2001
---------------------------- Executive Officer and
(Douglas A. McIntyre)        Director


/s/ Daniel B. Miller         Founder, Chief Technology  June 15, 2001
---------------------------- Officer and Director
(Daniel B. Miller)


/s/ Mark J. Meagher          Executive Vice President   June 15, 2001
---------------------------- and Chief Financial
(Mark J. Meagher)            Officer


/s/ Stephen D. Klein         Director                   June 15, 2001
----------------------------
(Stephen D. Klein)


/s/ William A. Newman        Director                   June 15, 2001
----------------------------
(William A. Newman)


/s/ Jack L. Rivkin           Director                   June 15, 2001
----------------------------
(Jack L. Rivkin)


<PAGE>


/s/ Strauss Zelnick          Director and               June 15, 2001
---------------------------- Non-executive Chairman of
(Strauss Zelnick)            the Board




<PAGE>




                                  EXHIBIT INDEX

     4.1*     Certificate of Incorporation of the Registrant

     4.2**    Bylaws of the Registrant

     5.1      Opinion of McGuireWoods, LLP.

    23.1      Consent of Arthur Andersen LLP, independent public accountants.

    23.2      Consent of McGuireWoods, LLP (included in Exhibit 5.1).

    24.1      Power of Attorney (included in signature page).

    99.1      On2 Technologies, Inc. 2001 Employee Stock Purchase Plan

----------
* Filed as an exhibit to the Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2000 and incorporated by reference herein.

** Filed as an exhibit to the Registrant's definitive proxy statement on
Schedule 14A for the fiscal year 1999 annual shareholder meeting and
incorporated by reference herein.
[{"type": "S-8", "sequence": "1", "filename": "a2052007zs-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17831}]
{"company-data": {"conformed-name": "ON2 TECHNOLOGIES INC", "cik": "0001045280", "assigned-sic": "6162", "irs-number": "841280679", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63146", "film-number": "1661767"}, "business-address": {"street1": "375 GREENWICH STREET", "city": "NEW YORK", "state": "NY", "zip": "10013", "phone": "2129412400"}, "mail-address": {"street1": "645 FIFTH AVE", "street2": "C/O STEVEN SISKIND", "city": "NEW YORK", "state": "NY", "zip": "10022"}, "former-company": [{"former-conformed-name": "ON2COM INC", "date-changed": "19990622"}, {"former-conformed-name": "APPLIED CAPITAL FUNDING INC", "date-changed": "19971002"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 15, 2001
                          REGISTRATION NO. 333-_______
                              --------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                             ON2 TECHNOLOGIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                   DELAWARE                          84-1280679
           ------------------------------            --------------------
          (STATE OR OTHER JURISDICTION OF            (I.R.S. EMPLOYER
           INCORPORATION OR ORGANIZATION)             IDENTIFICATION NO.)

                  145 HUDSON STREET
                  NEW YORK, NY                       10013
           ------------------------------            --------------------
               (ADDRESS OF PRINCIPAL                (ZIP CODE)
                EXECUTIVE OFFICES)

                             ON2 TECHNOLOGIES, INC.
                        2001 EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)

                             ----------------------
                               DOUGLAS A. MCINTYRE
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             ON2 TECHNOLOGIES, INC.
                                145 HUDSON STREET
                               NEW YORK, NY 10013
                                 (917) 237-0500

            (NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                             ----------------------
                                    COPY TO:
                                WILLIAM A. NEWMAN
                                MCGUIREWOODS LLP
                         9 WEST 57TH STREET, SUITE 1620
                               NEW YORK, NY 10019
                             ----------------------
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
Proposed
Title of Each Class                                  Maximum           Proposed Maximum          Amount of
of Securities to be              Amount to be        Offering Price    Aggregate                 Registration
Registered                       Registered          Per Share         Offering Price            Fee

Common Stock,                    4,000,000(1)        $0.374(2)         $1,496,000.00(2)          $395.00(2)
par value $0.01
per share
-------------------------------------------------------------------------------------------------------------------
(1)   Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
      Registration Statement also covers, in addition to the number of shares of
      common stock stated above, additional securities that may be offered as a
      result of stock splits, stock dividends or similar transactions.

(2)  Pursuant to Rule 457(h) under the Securities Act of 1933, as amended, the
     price shown is based on 85% of the average of the high and low sales price
     of the common stock as reported by the American Stock Exchange on June 13,
     2001, which was $0.44 per share. Pursuant to Sections 6.2 and 2.13 of the
     On2 Technologies, Inc. 2001 Employee Stock Purchase Plan (attached as
     Exhibit 99.1), shares of common stock are sold at 85% of the lesser of the
     fair market value of such shares on the first day of the offering period or
     on the exercise date.
This Registration Statement on Form S-8 is filed by On2 Technologies,
Inc., a Delaware corporation (the "Registrant"), relating to 4,000,000 shares of
its common stock, par value $0.01 per share, authorized and reserved for
issuance under the On2 Technologies, Inc. 2001 Employee Stock Purchase Plan (the
"Plan").

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information.

      Not required to be filed as part of this Registration Statement pursuant
to Note to Part I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

      Not required to be filed as part of this Registration Statement pursuant
to Note to Part I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The following documents of the Registrant heretofore filed with the
Securities and Exchange Commission (the "SEC") are incorporated in this
Registration Statement by reference and made a part of this Registration
Statement:

      1.    Annual Report on Form 10-KSB for the year ended December 31, 2000,
            filed on April 2, 2001.
      2.    Current Report on Form 8-K, filed on January 17, 2001.
      3.    Current Report on Form 8-K/A, filed on January 17, 2001.
      4.    Current Report on Form 8-K, filed on February 5, 2001.
      5.    Quarterly Report on Form 10-QSB for the quarter ended March 31,
            2001, filed on May 15, 2001.
      6.    The description of the Registrant's Common Stock contained in the
            definitive proxy statement on Schedule 14A for the fiscal year 1999
            annual shareholder meeting, filed on April 24, 2000.

      All reports and other documents, filed subsequent to the date hereof by
the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and prior
to the filing of a post-effective amendment hereto that indicates that all
securities offered hereby have been sold or that de-registers all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and made a part hereof from their respective dates of filing (such documents,
and the documents enumerated above, are collectively referred to as
"Incorporated Documents").

      Any statement contained in an Incorporated Document or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed Incorporated Document 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 hereof.

Item 4.  Description of Securities.

      Not applicable.

Item 5.  Interest of Named Experts and Counsel.
Not applicable.

Item 6.  Indemnification of Directors and Officers.

      Section 145 of the Delaware General Corporation Law (the "DGCL") allows
for the indemnification of officers, directors, and other corporate agents in
terms sufficiently broad to indemnify such persons under certain circumstances
for liabilities (including reimbursement for expenses incurred) arising under
the Securities Act of 1933, as amended (the "Securities Act"). Section 145 of
the DGCL provides that a corporation may indemnify its directors and officers
against civil and criminal liabilities. Directors and officers may be
indemnified against expenses if they acted in good faith an in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action, if they had no reasonable
cause to believe their conduct was unlawful. A director or officer may be
indemnified against expenses incurred in connection with a derivative suit if he
acted in good faith and in a manner reasonably believed to be in or not opposed
to the best interests of the corporation, except that no indemnification may be
made without court approval if such person was adjudged liable for negligence or
misconduct in the performance of his or her duty to the corporation. The
statutory indemnification is not exclusive of any rights provided by and by-law,
agreement, vote of shareholders or disinterested directors or otherwise.

      Article XII of the Registrant's amended and restated certificate of
incorporation sets forth the extent to which the Registrant's directors and
officers may be indemnified against liabilities and other monetary expenses
which they may incur while serving in such capacities. Such indemnification will
be provided to the extent and under the circumstances currently permitted by the
DGCL. Article IX of the Registrant's by-laws also provide that the directors and
officers of the Registrant will be indemnified against any losses incurred in
connection with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
or suit brought by or in the right of the Registrant), by reason of the fact
that he is or was a director or officer of the Registrant or served with another
corporation, partnership, joint venture, trust or other enterprise at the
request of the Registrant and will provide advances, for expenses incurred in
defending any such action, suit or proceeding, upon receipt of an undertaking by
or on behalf of such officer or director to repay such advances, if it is
ultimately determined that he is not entitled to indemnification by the
Registrant. The Registrant maintains liability insurance for the benefit of its
directors and certain of its officers.

      The above discussion of the DGCL and of the Registrant's amended and
restated certificate of incorporation, bylaws and indemnification agreements is
not intended to be exhaustive and is qualified in its entirety by such statutes,
amended and restated certificate of incorporation, bylaws and indemnification
agreements.

Item 7.  Exemption from Registration Claimed.

      Not applicable.
Item 8.  Exhibits.

      See the Exhibit Index following signatures.

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:

            (a) to include any prospectus required by Section 10(a)(3) of the
Securities Act;

            (b) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this 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;

            (c) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;

provided, however, that the undertakings set forth in paragraphs (a) and (b)
above shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that
are incorporated by reference in this 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, when 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 foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC 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 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.
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 New York, New York, on June 15, 2001.

                                    ON2 TECHNOLOGIES, INC.

                                    By: /s/ Douglas A. McIntyre
                                    -------------------------------------------
                                    Douglas A. McIntyre
                                    President and Chief Executive Officer

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Douglas A. McIntyre as such
person's true and lawful attorney-in-fact and agent, with full power of
substitution, for him in his name, and in all capacities, to sign all amendments
(including post-effective amendments) to this Registration Statement to which
this power of attorney is attached, and to file all such amendments, and all
exhibits to them and other documents to be filed in connection with them, with
the Securities and Exchange Commission.

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

/s/ Douglas A. McIntyre      President, Chief           June 15, 2001
---------------------------- Executive Officer and
(Douglas A. McIntyre)        Director

/s/ Daniel B. Miller         Founder, Chief Technology  June 15, 2001
---------------------------- Officer and Director
(Daniel B. Miller)

/s/ Mark J. Meagher          Executive Vice President   June 15, 2001
---------------------------- and Chief Financial
(Mark J. Meagher)            Officer

/s/ Stephen D. Klein         Director                   June 15, 2001
----------------------------
(Stephen D. Klein)

/s/ William A. Newman        Director                   June 15, 2001
----------------------------
(William A. Newman)

/s/ Jack L. Rivkin           Director                   June 15, 2001
----------------------------
(Jack L. Rivkin)
/s/ Strauss Zelnick          Director and               June 15, 2001
---------------------------- Non-executive Chairman of
(Strauss Zelnick)            the Board
EXHIBIT INDEX

     4.1*     Certificate of Incorporation of the Registrant

     4.2**    Bylaws of the Registrant

     5.1      Opinion of McGuireWoods, LLP.

    23.1      Consent of Arthur Andersen LLP, independent public accountants.

    23.2      Consent of McGuireWoods, LLP (included in Exhibit 5.1).

    24.1      Power of Attorney (included in signature page).

    99.1      On2 Technologies, Inc. 2001 Employee Stock Purchase Plan

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* Filed as an exhibit to the Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2000 and incorporated by reference herein.

** Filed as an exhibit to the Registrant's definitive proxy statement on
Schedule 14A for the fiscal year 1999 annual shareholder meeting and
incorporated by reference herein.