<PAGE>

    As filed with the Securities and Exchange Commission on November 26, 2001

                                                      Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                 ---------------

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

                                   TUCOWS INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             Pennsylvania                               23-2707366
     (STATE OR OTHER JURISDICTION          (I.R.S. EMPLOYER IDENTIFICATION NO.)
   OF INCORPORATION OR ORGANIZATION)

              96 Mowat Avenue
         Toronto, Ontario, Canada                            M6K 3M1
 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                   (ZIP CODE)


         Tucows Inc. Amended and Restated 1996 Equity Compensation Plan
                            (FULL TITLE OF THE PLAN)

                                   Elliot Noss
                      President and Chief Executive Officer
                                   Tucows Inc.
                                 96 Mowat Avenue
                            Toronto, Ontario M6K 3M1
                                     Canada
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (416) 535-0123
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
    Title Of Securities           Amount To Be            Proposed Maximum            Proposed Maximum            Amount Of
     To Be Registered            Registered (1)            Offering Price                 Aggregate            Registration Fee
                                                            Per Share (2)            Offering Price (2)
----------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                       <C>                        <C>                       <C>
Common Stock, no par value      7,500,000 shares                $0.5                     $3,750,000                  $938
==================================================================================================================================
</TABLE>


(1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
     "Securities Act"), this Registration Statement also covers such additional
     shares as may hereinafter be offered or issued under the Tucows Inc.
     Amended and Restated 1996 Equity Compensation Plan, as amended (the "Plan")
     to prevent dilution resulting from stock splits, stock dividends or similar
     transactions.
(2)  Calculated pursuant to Rules 457(c) and 457(h)(1) under the Securities Act
     solely for the purpose of calculating the registration fee. The calculation
     with respect to the ungranted awards under Plan is based upon the average
     of the high and low prices for the Registrant's Common Stock, no par value
     (the "Common Stock") as quoted on the OTC Bulletin Board maintained by
     Nasdaq on November 19, 2001, which date is within five (5) business days
     prior to the date of filing this Registration Statement.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by Tucows Inc. (formerly known as
"Infonautics, Inc.," and referred to herein as the "Registrant") with the
Securities and Exchange Commission (the "Commission") are incorporated into this
Registration Statement by reference:

     1.   The Registrant's Form 10-K for the year ended December 31, 2000, filed
          with the Commission on April 3, 2001.

     2.   The Registrant's Form 10-K/A filed with the Commission on April 30,
          2001.

     3.   The audited financial statements of Tucows Inc., a Delaware
          corporation, which merged with and into a subsidiary of the Registrant
          on August 28, 2001 for its latest fiscal year for which the statements
          have been filed contained in the joint proxy statement/prospectus of
          the Registrant and Tucows Inc., a Delaware corporation, covering the
          offer and sale of shares of the Registrant's Common Stock, filed with
          the Commission on August 2, 2001 pursuant to Rule 424(b) under the
          Securities Act.

     4.   The Registrant's Current Report on Form 8-K dated January 3, 2001,
          filed with the Commission on January 8, 2001.

     5.   The Registrant's Current Report on Form 8-K dated February 21, 2001,
          filed with the Commission on March 6, 2001.

     6.   The Registrant's Current Report on Form 8-K dated March 27, 2001,
          filed with the Commission on April 11, 2001.

     7.   The Registrant's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 2001, filed with the Commission on May 15, 2001.

     8.   The Registrant's Current Report on Form 8-K dated June 21, 2001, filed
          with the Commission on June 21, 2001.

     9.   The Registrant's Quarterly Report on Form 10-Q for the quarter ended
          June 30, 2001, filed with the Commission on August 14, 2001.

     10.  The Registrant's Current Report on Form 8-K dated August 28, 2001,
          filed with the Commission on September 6, 2001.

     11.  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
          September 30, 2001, filed with the Commission on November 13, 2001.

     12.  The description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 8-A filed with the
          Commission on April 23, 1996, to register such securities under the
          Securities and Exchange Act of 1934, including any amendment or report
          filed for the purpose of updating such description.

     All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), after the date of this Registration
Statement, but prior to the filing of a post-effective amendment to this
Registration Statement 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 into this Registration Statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document 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 subsequently filed document

                                       2
<PAGE>

which also is incorporated by reference herein) modifies or supersedes such
statement. Any 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.

     The class of securities to be offered under this Registration Statement is
registered under Section 12(g) of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Chapter 17, Subchapter D of the Pennsylvania Business Corporation Law
contains provisions permitting indemnification of officers and directors of a
business corporation incorporated in Pennsylvania. Sections 1741 and 1742 of the
Pennsylvania Business Corporation Law provide that a business corporation may
indemnify any director or officer against liabilities and expenses he or she may
incur in connection with a threatened, pending or completed civil,
administrative or investigative proceeding by reason of the fact he or she is or
was a representative of the corporation or was serving at the request of the
corporation as a representative of another domestic or foreign enterprise,
provided that the person acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal proceeding, had no reasonable
cause to believe his or her conduct was unlawful. In general, the power to
indemnify under these sections does not exist in the case of actions against a
director or officer by or in the right of the corporation if the person
otherwise entitled to indemnification shall have been adjudged to be liable to
the corporation unless it is judicially determined that, despite the
adjudication of liability but in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnification for the expenses the
court deems proper. Section 1743 of the Pennsylvania Business Corporation Law
provides that the corporation is required to indemnify directors and officers
against expenses they may incur in defending these actions if they are
successful on the merits or otherwise in the defense of these actions.

     Section 1746 of the Pennsylvania Business Corporation Law provides that
indemnification under the other sections of Subchapter D is not exclusive of
other rights that a person seeking indemnification may have under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, whether
or not the corporation would have the power to indemnify the person under any
other provision of law. However, Section 1746 prohibits indemnification in
circumstances where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness.

     Section 1747 of the Pennsylvania Business Corporation Law permits a
corporation to purchase and maintain insurance on behalf of any person who is or
was a director or officer of the corporation, or is or was serving at the
request of the corporation as a representative of another enterprise, against
any liability asserted against that person and incurred by him or her in that
capacity, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify the person against the liability
under Subchapter D.

     The Registrant's amended and restated bylaws provide that a director shall
not be personally liable for monetary damages for any action taken or failed to
be taken unless the director has breached or failed to perform the duties of his
office and such breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness. A director's criminal or tax liability is not
limited by the foregoing provision.

     The Registrant's amended and restated bylaws provide that the Registrant is
obligated to indemnify directors and officers to the fullest extent not
prohibited by law against any liability including any judgment, amount paid in
settlement, fine, penalty, cost or expense (including, without limitation,
attorneys' fees) actually and reasonably incurred in connection with any action,
suit or proceeding if such proceeding was authorized by the board of directors.

     In addition to the indemnification provided for in the Registrant's amended
and restated bylaws, the Registrant maintains an insurance policy which insures
the Registrant's directors and officers against certain liabilities which might
be incurred in connection with the performance of their duties.

                                       3
<PAGE>

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8. EXHIBITS.

     The following exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:

Exhibit
Number          Description
-------         -----------
 4.1            Registrant's Third Amended and Restated Articles of
                Incorporation (incorporated by reference to Exhibit 3.1 to
                Registrant's Current Report on Form 8-K dated August 28, 2001,
                filed with the Commission on September 6, 2001).

 4.2            Registrant's Amended and Restated Bylaws (incorporated by
                reference to Exhibit 3.2 to Registrant's Registration Statement
                on Form S-4, File No. 333-60306).

 4.3            Amended and Restated 1996 Equity Compensation Plan.

 5.1            Opinion of Morgan, Lewis & Bockius LLP.

23.1            Consent of Morgan, Lewis & Bockius LLP (included in
                Exhibit 5.1).

23.2            Consent of PricewaterhouseCoopers LLP with respect to the
                Registrant.

23.3            Consent of KPMG LLP with respect to bigchalk.com, inc.

23.4            Consent of KPMG LLP with respect to Tucows Inc, a Delaware
                corporation.

24.1            Power of Attorney (set forth on the signature page of this
                Registration Statement).

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;

               (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) 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 the Registration Statement.

                                       4
<PAGE>

          (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
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

                                      * * *

     (h) 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 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 Act and will be governed by the final adjudication of
such issue.

                                       5
<PAGE>


                                   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 Toronto, Province of Ontario, Canada, on this 26th
day of November, 2001.

                                           TUCOWS INC.


                                           By: /s/ ELLIOT NOSS
                                               ------------------------------
                                               Elliot Noss
                                               PRESIDENT AND CHIEF
                                               EXECUTIVE OFFICER

     KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and
directors of Tucows Inc., a Pennsylvania corporation, do hereby constitute and
appoint Elliot Noss, the lawful attorney-in-fact and agent with full power and
authority to do any and all acts and things and to execute any and all
instruments which said attorney and agent determines may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated.

<TABLE>
<CAPTION>

                SIGNATURE                                          TITLE
                ---------                                          -----
<S>                                         <C>

/s/ ELLIOT NOSS                             President, Chief Executive Officer (Principal
------------------------------------        Executive Officer) and Director
               Elliot Noss

/s/ MICHAEL COOPERMAN                       Chief Financial Officer (Principal Financial and
------------------------------------        Accounting Officer)
            Michael Cooperman

/s/  DAVID VAN RIPER MORRIS
------------------------------------        Director
          David Van Riper Morris

/s/ LLOYD N. MORRISETT
------------------------------------        Director
            Lloyd N. Morrisett

/s/ DENNIS BENNIE
------------------------------------        Director
              Dennis Bennie

/s/ EREZ GISSIN
------------------------------------        Director
               Erez Gissin

/s/ STANLEY STERN
------------------------------------        Director
              Stanley Stern

/s/ ROBERT F. YOUNG
------------------------------------        Director
             Robert F. Young

/s/ ALAN LIPTON
------------------------------------        Director
               Alan Lipton

/s/ TOMER KARIV
------------------------------------        Director
               Tomer Kariv
</TABLE>

                                       6

<PAGE>

                                  EXHIBIT INDEX


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

  4.3    Amended and Restated 1996 Equity Compensation Plan.

  5.1    Opinion of Morgan, Lewis & Bockius LLP.

 23.1    Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).

 23.2    Consent of  PricewaterhouseCoopers LLP with respect to the Registrant.

 23.3    Consent of KPMG LLP with respect to bigchalk.com, inc.

 23.4    Consent of KPMG LLP with respect to Tucows Inc, a Delaware corporation.

 24.1    Power of Attorney (set forth on the signature page of this Registration
         Statement).
[{"type": "S-8", "sequence": "1", "filename": "a2064397zs-8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 21479}]
{"company-data": {"conformed-name": "TUCOWS INC /PA/", "cik": "0000909494", "assigned-sic": "7374", "irs-number": "232707366", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74010", "film-number": "1799648"}, "business-address": {"street1": "96 MOWAT AVENUE", "city": "TORONTO", "state": "A6", "zip": "M6K 3M1", "phone": "4165350123"}, "mail-address": {"street1": "96 MOWAT AVENUE", "city": "TORONTO", "state": "A6", "zip": "M6K 3M1"}, "former-company": [{"former-conformed-name": "INFONAUTICS CORP", "date-changed": "19960315"}, {"former-conformed-name": "INFONAUTICS INC", "date-changed": "19960426"}]}
As filed with the Securities and Exchange Commission on November 26, 2001

                                                      Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                 ---------------

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

                                   TUCOWS INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             Pennsylvania                               23-2707366
     (STATE OR OTHER JURISDICTION          (I.R.S. EMPLOYER IDENTIFICATION NO.)
   OF INCORPORATION OR ORGANIZATION)

              96 Mowat Avenue
         Toronto, Ontario, Canada                            M6K 3M1
 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                   (ZIP CODE)

         Tucows Inc. Amended and Restated 1996 Equity Compensation Plan
                            (FULL TITLE OF THE PLAN)

                                   Elliot Noss
                      President and Chief Executive Officer
                                   Tucows Inc.
                                 96 Mowat Avenue
                            Toronto, Ontario M6K 3M1
                                     Canada
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (416) 535-0123
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================================
    Title Of Securities           Amount To Be            Proposed Maximum            Proposed Maximum            Amount Of
     To Be Registered            Registered (1)            Offering Price                 Aggregate            Registration Fee
                                                            Per Share (2)            Offering Price (2)
----------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value      7,500,000 shares                $0.5                     $3,750,000                  $938
==================================================================================================================================
(1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
     "Securities Act"), this Registration Statement also covers such additional
     shares as may hereinafter be offered or issued under the Tucows Inc.
     Amended and Restated 1996 Equity Compensation Plan, as amended (the "Plan")
     to prevent dilution resulting from stock splits, stock dividends or similar
     transactions.
(2)  Calculated pursuant to Rules 457(c) and 457(h)(1) under the Securities Act
     solely for the purpose of calculating the registration fee. The calculation
     with respect to the ungranted awards under Plan is based upon the average
     of the high and low prices for the Registrant's Common Stock, no par value
     (the "Common Stock") as quoted on the OTC Bulletin Board maintained by
     Nasdaq on November 19, 2001, which date is within five (5) business days
     prior to the date of filing this Registration Statement.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by Tucows Inc. (formerly known as
"Infonautics, Inc.," and referred to herein as the "Registrant") with the
Securities and Exchange Commission (the "Commission") are incorporated into this
Registration Statement by reference:

     1.   The Registrant's Form 10-K for the year ended December 31, 2000, filed
          with the Commission on April 3, 2001.

     2.   The Registrant's Form 10-K/A filed with the Commission on April 30,
          2001.

     3.   The audited financial statements of Tucows Inc., a Delaware
          corporation, which merged with and into a subsidiary of the Registrant
          on August 28, 2001 for its latest fiscal year for which the statements
          have been filed contained in the joint proxy statement/prospectus of
          the Registrant and Tucows Inc., a Delaware corporation, covering the
          offer and sale of shares of the Registrant's Common Stock, filed with
          the Commission on August 2, 2001 pursuant to Rule 424(b) under the
          Securities Act.

     4.   The Registrant's Current Report on Form 8-K dated January 3, 2001,
          filed with the Commission on January 8, 2001.

     5.   The Registrant's Current Report on Form 8-K dated February 21, 2001,
          filed with the Commission on March 6, 2001.

     6.   The Registrant's Current Report on Form 8-K dated March 27, 2001,
          filed with the Commission on April 11, 2001.

     7.   The Registrant's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 2001, filed with the Commission on May 15, 2001.

     8.   The Registrant's Current Report on Form 8-K dated June 21, 2001, filed
          with the Commission on June 21, 2001.

     9.   The Registrant's Quarterly Report on Form 10-Q for the quarter ended
          June 30, 2001, filed with the Commission on August 14, 2001.

     10.  The Registrant's Current Report on Form 8-K dated August 28, 2001,
          filed with the Commission on September 6, 2001.

     11.  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
          September 30, 2001, filed with the Commission on November 13, 2001.

     12.  The description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 8-A filed with the
          Commission on April 23, 1996, to register such securities under the
          Securities and Exchange Act of 1934, including any amendment or report
          filed for the purpose of updating such description.

     All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), after the date of this Registration
Statement, but prior to the filing of a post-effective amendment to this
Registration Statement 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 into this Registration Statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document 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 subsequently filed document

                                       2
which also is incorporated by reference herein) modifies or supersedes such
statement. Any 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.

     The class of securities to be offered under this Registration Statement is
registered under Section 12(g) of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Chapter 17, Subchapter D of the Pennsylvania Business Corporation Law
contains provisions permitting indemnification of officers and directors of a
business corporation incorporated in Pennsylvania. Sections 1741 and 1742 of the
Pennsylvania Business Corporation Law provide that a business corporation may
indemnify any director or officer against liabilities and expenses he or she may
incur in connection with a threatened, pending or completed civil,
administrative or investigative proceeding by reason of the fact he or she is or
was a representative of the corporation or was serving at the request of the
corporation as a representative of another domestic or foreign enterprise,
provided that the person acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal proceeding, had no reasonable
cause to believe his or her conduct was unlawful. In general, the power to
indemnify under these sections does not exist in the case of actions against a
director or officer by or in the right of the corporation if the person
otherwise entitled to indemnification shall have been adjudged to be liable to
the corporation unless it is judicially determined that, despite the
adjudication of liability but in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnification for the expenses the
court deems proper. Section 1743 of the Pennsylvania Business Corporation Law
provides that the corporation is required to indemnify directors and officers
against expenses they may incur in defending these actions if they are
successful on the merits or otherwise in the defense of these actions.

     Section 1746 of the Pennsylvania Business Corporation Law provides that
indemnification under the other sections of Subchapter D is not exclusive of
other rights that a person seeking indemnification may have under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, whether
or not the corporation would have the power to indemnify the person under any
other provision of law. However, Section 1746 prohibits indemnification in
circumstances where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness.

     Section 1747 of the Pennsylvania Business Corporation Law permits a
corporation to purchase and maintain insurance on behalf of any person who is or
was a director or officer of the corporation, or is or was serving at the
request of the corporation as a representative of another enterprise, against
any liability asserted against that person and incurred by him or her in that
capacity, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify the person against the liability
under Subchapter D.

     The Registrant's amended and restated bylaws provide that a director shall
not be personally liable for monetary damages for any action taken or failed to
be taken unless the director has breached or failed to perform the duties of his
office and such breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness. A director's criminal or tax liability is not
limited by the foregoing provision.

     The Registrant's amended and restated bylaws provide that the Registrant is
obligated to indemnify directors and officers to the fullest extent not
prohibited by law against any liability including any judgment, amount paid in
settlement, fine, penalty, cost or expense (including, without limitation,
attorneys' fees) actually and reasonably incurred in connection with any action,
suit or proceeding if such proceeding was authorized by the board of directors.

     In addition to the indemnification provided for in the Registrant's amended
and restated bylaws, the Registrant maintains an insurance policy which insures
the Registrant's directors and officers against certain liabilities which might
be incurred in connection with the performance of their duties.

                                       3
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8. EXHIBITS.

     The following exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:

Exhibit
Number          Description
-------         -----------
 4.1            Registrant's Third Amended and Restated Articles of
                Incorporation (incorporated by reference to Exhibit 3.1 to
                Registrant's Current Report on Form 8-K dated August 28, 2001,
                filed with the Commission on September 6, 2001).

 4.2            Registrant's Amended and Restated Bylaws (incorporated by
                reference to Exhibit 3.2 to Registrant's Registration Statement
                on Form S-4, File No. 333-60306).

 4.3            Amended and Restated 1996 Equity Compensation Plan.

 5.1            Opinion of Morgan, Lewis & Bockius LLP.

23.1            Consent of Morgan, Lewis & Bockius LLP (included in
                Exhibit 5.1).

23.2            Consent of PricewaterhouseCoopers LLP with respect to the
                Registrant.

23.3            Consent of KPMG LLP with respect to bigchalk.com, inc.

23.4            Consent of KPMG LLP with respect to Tucows Inc, a Delaware
                corporation.

24.1            Power of Attorney (set forth on the signature page of this
                Registration Statement).

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;

               (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) 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 the Registration Statement.

                                       4
(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
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

                                      * * *

     (h) 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 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 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 Toronto, Province of Ontario, Canada, on this 26th
day of November, 2001.

                                           TUCOWS INC.

                                           By: /s/ ELLIOT NOSS
                                               ------------------------------
                                               Elliot Noss
                                               PRESIDENT AND CHIEF
                                               EXECUTIVE OFFICER

     KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and
directors of Tucows Inc., a Pennsylvania corporation, do hereby constitute and
appoint Elliot Noss, the lawful attorney-in-fact and agent with full power and
authority to do any and all acts and things and to execute any and all
instruments which said attorney and agent determines may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated.
SIGNATURE                                          TITLE
                ---------                                          -----
/s/ ELLIOT NOSS                             President, Chief Executive Officer (Principal
------------------------------------        Executive Officer) and Director
               Elliot Noss

/s/ MICHAEL COOPERMAN                       Chief Financial Officer (Principal Financial and
------------------------------------        Accounting Officer)
            Michael Cooperman

/s/  DAVID VAN RIPER MORRIS
------------------------------------        Director
          David Van Riper Morris

/s/ LLOYD N. MORRISETT
------------------------------------        Director
            Lloyd N. Morrisett

/s/ DENNIS BENNIE
------------------------------------        Director
              Dennis Bennie

/s/ EREZ GISSIN
------------------------------------        Director
               Erez Gissin

/s/ STANLEY STERN
------------------------------------        Director
              Stanley Stern

/s/ ROBERT F. YOUNG
------------------------------------        Director
             Robert F. Young

/s/ ALAN LIPTON
------------------------------------        Director
               Alan Lipton

/s/ TOMER KARIV
------------------------------------        Director
               Tomer Kariv
6
EXHIBIT INDEX

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

  4.3    Amended and Restated 1996 Equity Compensation Plan.

  5.1    Opinion of Morgan, Lewis & Bockius LLP.

 23.1    Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).

 23.2    Consent of  PricewaterhouseCoopers LLP with respect to the Registrant.

 23.3    Consent of KPMG LLP with respect to bigchalk.com, inc.

 23.4    Consent of KPMG LLP with respect to Tucows Inc, a Delaware corporation.

 24.1    Power of Attorney (set forth on the signature page of this Registration
         Statement).