<PAGE>

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 2001

================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

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

          DELAWARE                                         74-2785449
(State or other jurisdiction of                 (I.R.S. employer identification)
incorporation or organization)

                        6000 NORTHWEST PARKWAY, SUITE 100
                            SAN ANTONIO, TEXAS 78249
          (Address, including zip code, of principal executive offices)

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

                                GLOBALSCAPE, INC.
                             2000 STOCK OPTION PLAN

                            (Full title of the Plan)
                            ------------------------


                      TIM NICOLAOU, CHIEF EXECUTIVE OFFICER
                        6000 NORTHWEST PARKWAY, SUITE 100
                            SAN ANTONIO, TEXAS 78249
                                 (210) 308-8267
 (Name, address and telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                                     CALCULATION OF REGISTRATION FEE
===========================================================================================================
                                                        Proposed          Proposed
           Title of                     Amount          Maximum            Maximum           Amount of
          Securities                     to be       Offering Price       Aggregate         Registration
       to be Registered               Registered      Per Share (1)    Offering Price(2)         Fee
-----------------------------------------------------------------------------------------------------------
<S>                                   <C>            <C>               <C>                  <C>
Common Stock, $0.001 par value         3,660,000          $0.464          $2,073,440           $518.36
                                                          $1.00
===========================================================================================================
</TABLE>

(1)  $0.464 for 2,960,000 shares; $1.00 for 700,000 shares

(2)  Exercise price per share of common stock of $0.464 per share for 2,960,000
shares, plus exercise price per common share of $1.00 per share for 700,000
shares. Estimated pursuant to Rule 457(h) solely for the purposes of calculating
the registration fee

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

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         We incorporate by reference the documents listed below and any future
filings made with the SEC under Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 prior to the filing of a post-effective
amendment to this Registration Statement on Form S-8 which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
registration statement and to be part thereof from the date of filing of such
documents:

    a)  Our Registration Statement on Form 10 initially filed on May 12, 2000
        and amended on July 28, 2000 and September 12, 2000;

    b)  Our Annual Report on Form 10-K for the year ended December 31, 2000;

    c)  Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001;
        and

    d)  The description of our common stock included in our Registration
        Statement on Form 10 filed on September 12, 2000.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The opinion regarding legality was given by Alice King, an employee of
GlobalSCAPE, Inc.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Our certificate of incorporation provides that, except as set forth in
our bylaws, we shall indemnify each of our directors and officers in each and
every situation where we are obligated, permitted or empowered to provide
indemnification by Section 145 of the Delaware General Corporation Law ("Section
145"), as it may be amended from time to time, and that, except as otherwise set
forth in our bylaws, we may indemnify other persons who are permitted to be
indemnified under Section 145. Section 145 currently permits indemnification of
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that such person is or was our
director, officer, employee or agent or is or was serving at our request as a
director, officer, employee or agent for any other corporation, partnership or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person

<PAGE>


acted in good faith and in a manner the person reasonably believed to be in
or not opposed to the best interests of the corporation, and with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful.

         With respect to an action by or in the right of the corporation,
Section 145 permits indemnification of these persons against expenses (including
attorney fees) actually and reasonably incurred by the person in connection with
the defense or settlement of such action or suit if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation, except that in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the corporation, indemnification may be made only if and to the extent that the
Delaware Court of Chancery or the court in which such action or suit was brought
determines that in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.

         Our certificate of incorporation and bylaws currently do not explicitly
preclude us from indemnifying our officers and directors for liabilities arising
under federal securities laws. However, our bylaws provide that we will submit
the issue of indemnification with regard to liabilities arising under the
Securities Act of 1933 to a court of appropriate jurisdiction to determine
whether such indemnification by us is against public policy and that we will be
governed by the final adjudication of such issue. Persons who have ceased being
a director or officer may be similarly indemnified in respect of service to us
to the extent our board of directors at any time specifies such persons are
entitled to the benefits of the indemnification provisions contained in our
certificate of incorporation or bylaws.

         Our certificate of incorporation provides that a director shall not be
personally liable to us or our stockholders for monetary damages for breach of
fiduciary duty as a director, except for:

         o   any breach of the director's duty of loyalty to us or our
             shareholders;

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

         o   certain unlawful dividends or redemptions as provided under Section
             174 of the DGCL; or

         o   any transaction from which the director derived an improper
             personal benefit.

Our certificate of incorporation also provides that the personal liability of
directors will be limited or eliminated to the fullest extent permitted by the
Delaware General Corporation Law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


ITEM 8.  EXHIBITS.

<PAGE>

Exhibit No                Description of Exhibit
----------                ----------------------

 4.1           Form of Common Stock of Registrant (filed as Exhibit 4.1 to
               Annual Report on Form 10-K filed April 2, 2001)

 4.2           Amended and Restated Certificate of Incorporation of the
               Registrant (Filed as Exhibit 3.5 to Amendment No. 2 to
               Registration Statement on Form 10, filed September 12, 2000)

 4.3           Amended and Restated Bylaws of the Registrant (filed with Current
               Report on Form 8-K filed October 10, 2000)

 4.4           GlobalSCAPE, Inc. 2000 Stock Option Plan (filed as Exhibit 4.3 to
               Registration Statement on Form 10, filed May 12, 2000)

 5.1           Opinion regarding legality (filed herewith)

23.1           Consent of Ernst & Young, LLP (filed herewith)

23.2           Consent of Alice King, Esq. (found in Exhibit 5.1 filed herewith)

24.1           Power of Attorney (included on signature page of this
               Registration Statement).

ITEM 9.  UNDERTAKINGS.

         A. UNDERTAKINGS REGARDING AMENDMENTS TO THIS PROSPECTUS AND THE
         REGISTRATION STATEMENT

         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% change in the
         maximum

<PAGE>

         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) of this
         section 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 the Registrant
         pursuant to section 13 or section 15(d) of the Securities Exchange Act
         of 1934 that are incorporated by reference in this 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.

         B. UNDERTAKING REGARDING FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT
            DOCUMENTS BY REFERENCE.

         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 any
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         C. UNDERTAKING IN RESPECT OF INDEMNIFICATION.

         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, we have been
advised that in the opinion of the 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 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

<PAGE>


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



<PAGE>


                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
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 San Antonio, State of Texas on May 17, 2001.

                                   GLOBALSCAPE, INC.

                                   By: /s/ Tim Nicolaou
                                      ----------------------------------------
                                           Tim Nicolaou
                                           Chief Executive Officer

                                   By: /s/ Daniel McRedmond
                                      ----------------------------------------
                                           Daniel McRedmond
                                           Director of Finance and Accounting


                                POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Tim Nicolaou with full power to act without the other, his true and
lawful attorneys-in-fact and agent, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any or all further amendments to this Registration Statement
(including further post-effective amendments), and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each of said attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as he might or could do in person hereby ratifying and
confirming that each of said attorneys-in-fact and agents or his substitutes 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 below by the following persons in the
capacities and on the dates indicated below.

NAME                        TITLE                                  DATE
----                        -----                                  ----
/s/Tim Nicolaou             Chief Executive Officer                May 17, 2001
------------------          Director
Tim Nicolaou


/s/ Arthur L. Smith         Chairman of the Board of Directors     May 17, 2001
--------------------        Director
Arthur L. Smith


/s/ H. Douglas Saathoff     Treasurer                              May 17, 2001
-----------------------     Director
H. Douglas Saathoff


<PAGE>


                                    EXHIBITS

                                INDEX TO EXHIBITS

Exhibit No                   Description of Exhibit
----------                   ----------------------

 4.1           Form of Common Stock of Registrant (filed as Exhibit 4.1 to
               Annual Report on Form 10-K filed April 2, 2001)

 4.2           Amended and Restated Certificate of Incorporation of the
               Registrant (Filed as Exhibit 3.5 to Amendment No. 2 to
               Registration Statement on Form 10, filed September 12, 2000)

 4.3           Amended and Restated Bylaws of the Registrant (filed with Current
               Report on Form 8-K filed October 10, 2000)

 4.4           GlobalSCAPE, Inc. 2000 Stock Option Plan (filed as Exhibit 4.3 to
               Registration Statement on Form 10, filed May 12, 2000)

 5.1           Opinion regarding legality (filed herewith)

23.1           Consent of Ernst & Young, LLP (filed herewith)

23.2           Consent of Alice King, Esq. (found in Exhibit 5.1 filed herewith)

24.1           Power of Attorney (included on signature page of this
               Registration Statement).
[{"type": "S-8", "sequence": "1", "filename": "a2050002zs-8.txt", "description": "S-8", "secsgml_size_bytes": 18441}]
{"company-data": {"conformed-name": "GLOBALSCAPE INC", "cik": "0001112920", "assigned-sic": "7372", "irs-number": "742785449", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61180", "film-number": "1642930"}, "business-address": {"street1": "6000 NORTHWEST PKWY", "street2": "STE 100", "city": "SAN ANTONIO", "state": "TX", "zip": "78249", "phone": "2103088267"}, "mail-address": {"street1": "6000 NORTHWEST PARKWAY", "street2": "STE 100", "city": "SAN ANTONIO", "state": "TX", "zip": "78249"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 2001

================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

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

          DELAWARE                                         74-2785449
(State or other jurisdiction of                 (I.R.S. employer identification)
incorporation or organization)

                        6000 NORTHWEST PARKWAY, SUITE 100
                            SAN ANTONIO, TEXAS 78249
          (Address, including zip code, of principal executive offices)

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

                                GLOBALSCAPE, INC.
                             2000 STOCK OPTION PLAN

                            (Full title of the Plan)
                            ------------------------

                      TIM NICOLAOU, CHIEF EXECUTIVE OFFICER
                        6000 NORTHWEST PARKWAY, SUITE 100
                            SAN ANTONIO, TEXAS 78249
                                 (210) 308-8267
 (Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
===========================================================================================================
                                                        Proposed          Proposed
           Title of                     Amount          Maximum            Maximum           Amount of
          Securities                     to be       Offering Price       Aggregate         Registration
       to be Registered               Registered      Per Share (1)    Offering Price(2)         Fee
-----------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value         3,660,000          $0.464          $2,073,440           $518.36
                                                          $1.00
===========================================================================================================
(1)  $0.464 for 2,960,000 shares; $1.00 for 700,000 shares

(2)  Exercise price per share of common stock of $0.464 per share for 2,960,000
shares, plus exercise price per common share of $1.00 per share for 700,000
shares. Estimated pursuant to Rule 457(h) solely for the purposes of calculating
the registration fee

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         We incorporate by reference the documents listed below and any future
filings made with the SEC under Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 prior to the filing of a post-effective
amendment to this Registration Statement on Form S-8 which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
registration statement and to be part thereof from the date of filing of such
documents:

    a)  Our Registration Statement on Form 10 initially filed on May 12, 2000
        and amended on July 28, 2000 and September 12, 2000;

    b)  Our Annual Report on Form 10-K for the year ended December 31, 2000;

    c)  Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001;
        and

    d)  The description of our common stock included in our Registration
        Statement on Form 10 filed on September 12, 2000.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The opinion regarding legality was given by Alice King, an employee of
GlobalSCAPE, Inc.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Our certificate of incorporation provides that, except as set forth in
our bylaws, we shall indemnify each of our directors and officers in each and
every situation where we are obligated, permitted or empowered to provide
indemnification by Section 145 of the Delaware General Corporation Law ("Section
145"), as it may be amended from time to time, and that, except as otherwise set
forth in our bylaws, we may indemnify other persons who are permitted to be
indemnified under Section 145. Section 145 currently permits indemnification of
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that such person is or was our
director, officer, employee or agent or is or was serving at our request as a
director, officer, employee or agent for any other corporation, partnership or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person
acted in good faith and in a manner the person reasonably believed to be in
or not opposed to the best interests of the corporation, and with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful.

         With respect to an action by or in the right of the corporation,
Section 145 permits indemnification of these persons against expenses (including
attorney fees) actually and reasonably incurred by the person in connection with
the defense or settlement of such action or suit if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation, except that in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the corporation, indemnification may be made only if and to the extent that the
Delaware Court of Chancery or the court in which such action or suit was brought
determines that in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.

         Our certificate of incorporation and bylaws currently do not explicitly
preclude us from indemnifying our officers and directors for liabilities arising
under federal securities laws. However, our bylaws provide that we will submit
the issue of indemnification with regard to liabilities arising under the
Securities Act of 1933 to a court of appropriate jurisdiction to determine
whether such indemnification by us is against public policy and that we will be
governed by the final adjudication of such issue. Persons who have ceased being
a director or officer may be similarly indemnified in respect of service to us
to the extent our board of directors at any time specifies such persons are
entitled to the benefits of the indemnification provisions contained in our
certificate of incorporation or bylaws.

         Our certificate of incorporation provides that a director shall not be
personally liable to us or our stockholders for monetary damages for breach of
fiduciary duty as a director, except for:

         o   any breach of the director's duty of loyalty to us or our
             shareholders;

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

         o   certain unlawful dividends or redemptions as provided under Section
             174 of the DGCL; or

         o   any transaction from which the director derived an improper
             personal benefit.

Our certificate of incorporation also provides that the personal liability of
directors will be limited or eliminated to the fullest extent permitted by the
Delaware General Corporation Law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.
Exhibit No                Description of Exhibit
----------                ----------------------

 4.1           Form of Common Stock of Registrant (filed as Exhibit 4.1 to
               Annual Report on Form 10-K filed April 2, 2001)

 4.2           Amended and Restated Certificate of Incorporation of the
               Registrant (Filed as Exhibit 3.5 to Amendment No. 2 to
               Registration Statement on Form 10, filed September 12, 2000)

 4.3           Amended and Restated Bylaws of the Registrant (filed with Current
               Report on Form 8-K filed October 10, 2000)

 4.4           GlobalSCAPE, Inc. 2000 Stock Option Plan (filed as Exhibit 4.3 to
               Registration Statement on Form 10, filed May 12, 2000)

 5.1           Opinion regarding legality (filed herewith)

23.1           Consent of Ernst & Young, LLP (filed herewith)

23.2           Consent of Alice King, Esq. (found in Exhibit 5.1 filed herewith)

24.1           Power of Attorney (included on signature page of this
               Registration Statement).

ITEM 9.  UNDERTAKINGS.

         A. UNDERTAKINGS REGARDING AMENDMENTS TO THIS PROSPECTUS AND THE
         REGISTRATION STATEMENT

         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% 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) of this
         section 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 the Registrant
         pursuant to section 13 or section 15(d) of the Securities Exchange Act
         of 1934 that are incorporated by reference in this 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.

         B. UNDERTAKING REGARDING FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT
            DOCUMENTS BY REFERENCE.

         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 any
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         C. UNDERTAKING IN RESPECT OF INDEMNIFICATION.

         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, we have been
advised that in the opinion of the 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 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 Act and will
be governed by the final adjudication of such issue.
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
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 San Antonio, State of Texas on May 17, 2001.

                                   GLOBALSCAPE, INC.

                                   By: /s/ Tim Nicolaou
                                      ----------------------------------------
                                           Tim Nicolaou
                                           Chief Executive Officer

                                   By: /s/ Daniel McRedmond
                                      ----------------------------------------
                                           Daniel McRedmond
                                           Director of Finance and Accounting

                                POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Tim Nicolaou with full power to act without the other, his true and
lawful attorneys-in-fact and agent, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any or all further amendments to this Registration Statement
(including further post-effective amendments), and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each of said attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as he might or could do in person hereby ratifying and
confirming that each of said attorneys-in-fact and agents or his substitutes 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 below by the following persons in the
capacities and on the dates indicated below.

NAME                        TITLE                                  DATE
----                        -----                                  ----
/s/Tim Nicolaou             Chief Executive Officer                May 17, 2001
------------------          Director
Tim Nicolaou

/s/ Arthur L. Smith         Chairman of the Board of Directors     May 17, 2001
--------------------        Director
Arthur L. Smith

/s/ H. Douglas Saathoff     Treasurer                              May 17, 2001
-----------------------     Director
H. Douglas Saathoff
EXHIBITS

                                INDEX TO EXHIBITS

Exhibit No                   Description of Exhibit
----------                   ----------------------

 4.1           Form of Common Stock of Registrant (filed as Exhibit 4.1 to
               Annual Report on Form 10-K filed April 2, 2001)

 4.2           Amended and Restated Certificate of Incorporation of the
               Registrant (Filed as Exhibit 3.5 to Amendment No. 2 to
               Registration Statement on Form 10, filed September 12, 2000)

 4.3           Amended and Restated Bylaws of the Registrant (filed with Current
               Report on Form 8-K filed October 10, 2000)

 4.4           GlobalSCAPE, Inc. 2000 Stock Option Plan (filed as Exhibit 4.3 to
               Registration Statement on Form 10, filed May 12, 2000)

 5.1           Opinion regarding legality (filed herewith)

23.1           Consent of Ernst & Young, LLP (filed herewith)

23.2           Consent of Alice King, Esq. (found in Exhibit 5.1 filed herewith)

24.1           Power of Attorney (included on signature page of this
               Registration Statement).