<PAGE>

    As filed with the Securities and Exchange Commission on February 23, 2001
                                                 Registration No. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                              PREVIEW SYSTEMS, INC.
             (Exact name of Registrant as specified in its charter)

       DELAWARE                                         77-0485517
(State of incorporation)                    (I.R.S. Employer Identification No.)

                           1195 WEST FREMONT BOULEVARD
                           SUNNYVALE, CALIFORNIA 94087
                    (Address of principal executive offices)

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

                        1999 EMPLOYEE STOCK PURCHASE PLAN
                             1998 STOCK OPTION PLAN
                        1999 DIRECTORS' STOCK OPTION PLAN
                         INDIVIDUAL NON-STATUTORY OPTION
                            (Full title of the Plans)

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

                                G. BRADFORD SOLSO
               CHIEF OPERATING OFFICER AND CHIEF FINANCIAL OFFICER
                              PREVIEW SYSTEMS, INC.
                           1195 WEST FREMONT BOULEVARD
                           SUNNYVALE, CALIFORNIA 94087
                                 (408) 720-3500
 (Name, address and telephone number, including area code, of agent for service)

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

                                    Copy to:

                                Mavis L. Yee, Esq.
                                Venture Law Group
                           A Professional Corporation
                               2800 Sand Hill Road
                          Menlo Park, California 94025
                                 (650) 854-4488

               (Calculation of Registration Fee on following page)


<PAGE>



<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
                                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
                                                                       Proposed         Proposed
                                                     Maximum            Maximum          Maximum         Amount of
                                                  Amount to be      Offering Price      Aggregate       Registration
     Title of Securities to be Registered         Registered(1)        Per Share      Offering Price        Fee
--------------------------------------------------------------------------------------------------------------------

<S>                                              <C>               <C>                 <C>                <C>
1999 EMPLOYEE STOCK PURCHASE PLAN
   Common Stock,
   $.0002 par value.........................      345,150 Shares      $2.4305(2)         $838,887.08       $209.72

1998 STOCK OPTION PLAN
   Common Stock,
   $.0002 par value.........................      517,726 Shares      $2.8594(3)       $1,480,385.72       $370.10

1999 DIRECTORS' STOCK OPTION PLAN
   Common Stock,
   $.0002 par value.........................      150,000 Shares      $2.8594(3)         $428,910.00       $107.23

INDIVIDUAL NON-STATUTORY OPTION
   Common Stock,
   $.0002 par value.........................      165,000 Shares      $3.0312(4)         $500,148.00       $125.04

                  TOTAL.....................    1,177,876 Shares                       $3,248,330.80       $812.08
                  -----
</TABLE>

-----------------------
(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under any of the Plans being
         registered pursuant to this Registration Statement by reason of any
         stock dividend, stock split, recapitalization or any other similar
         transaction effected without the receipt of consideration which results
         in an increase in the number of the Registrant's outstanding shares of
         Common Stock.

(2)      Estimated in accordance with Rule 457(h) under the Securities Act of
         1933 (the "SECURITIES ACT") solely for the purpose of calculating the
         registration fee. The computation is based upon the average of the high
         and low sale prices of the Common Stock as reported on The Nasdaq
         National Market on February 20, 2001, multiplied by 85%, which is the
         percentage of the trading purchase price applicable to purchases under
         the referenced Plan.

(3)      Estimated in accordance with Rule 457(h) under the Securities Act
         solely for the purpose of calculating the registration fee. The
         computation with respect to unissued options is based upon the average
         high and low sale prices of the Common Stock as reported on the Nasdaq
         National Market on February 20, 2001.

(4)      Computed in accordance with Rule 457(h) under the Securities Act solely
         for the purpose of calculating the registration fee. Computation based
         on the per share exercise price of outstanding options under the
         referenced plan, the shares issuable under which are registered hereby.


                                      -2-


<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.      INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents filed with the Securities and Exchange Commission
(the "COMMISSION") are hereby incorporated by reference:

      (a)   The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 filed on March 30, 2000 pursuant to Rule 15(d) of the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT").

      (b)   The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 30, 2000, June 30, 2000 and September 30, 2000.

      (c)   The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission under
Section 12 of the Securities Exchange Act of 1934 (the "EXCHANGE ACT") on
December 1, 1999, including any amendment or report filed for the purpose of
updating such description.

      All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing such documents.

Item 4.      DESCRIPTION OF SECURITIES. Not applicable.

Item 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable.

Item 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Registrant's Certificate of Incorporation reduces the liability of a
director to the corporation or its shareholders for monetary damages for
breaches of his or her fiduciary duty of care to the fullest extent permissible
under Delaware law. The Bylaws of the Registrant further provide for
indemnification of corporate agents to the maximum extent permitted by the
Delaware General Corporation Law. In addition, the Registrant has entered into
Indemnification Agreements with its officers and directors.

Item 7.      EXEMPTION FROM REGISTRATION CLAIMED.  Not applicable.

Item 8.      EXHIBITS.

<TABLE>
<CAPTION>

             Exhibit
             Number
             ------
            <S>        <C>
             5.1        Opinion of Venture Law Group, a Professional Corporation.

             23.1       Consent of Venture Law Group, a Professional Corporation (included in
                        Exhibit 5.1).

             23.2       Consent of Independent Accountants.

             24.1       Powers of Attorney (see p. 6).
</TABLE>

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


                                      -3-


<PAGE>


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 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.

            (2)   that, for purposes 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 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 the 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 Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in a successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of 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.


                            [Signature Pages Follow]


                                      -4-


<PAGE>


                                   SIGNATURES


      Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Preview Systems, Inc., a corporation organized and existing under
the laws of the State of Delaware, 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 Sunnyvale, State of
California, on this 23rd day of February, 2001.

                                PREVIEW SYSTEMS, INC.


                                By:  /s/ G. Bradford Solso
                                   -----------------------------------
                                     G. Bradford Solso
                                     Chief Operating Officer and
                                     Chief Financial Officer







                                      -5-


<PAGE>


                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Vincent Pluvinage and G. Bradford Solso,
jointly and severally, his or her attorneys-in-fact and agents, each with the
power of substitution and resubstitution, for him or her and in his or her name,
place or stead, in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file such amendments, together with
exhibits and other documents in connection therewith, with the Securities and
Exchange Commission, granting to each attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as he or she might or could do in
person, and ratifying and confirming all that the attorney-in-facts and agents,
or his or her substitute or substitutes, may do or cause to be done by virtue
hereof.

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

<TABLE>
<CAPTION>

               Signature                                     Title                                Date
               ---------                                     -----                                ----
<S>                                      <C>                                              <C>

/s/  Vincent Pluvinage                    President, Chief Executive Officer and           February 23, 2001
------------------------------------       Director (Principal Executive Officer)
Vincent Pluvinage

/s/ G. Bradford Solso                     Chief Operating Officer and Chief                February 23, 2001
------------------------------------       Financial Officer (Principal Financial and
G. Bradford Solso                          Accounting Officer)

/s/ Gerard H. Langeler                    Director                                         February 23, 2001
------------------------------------
 Gerard H. Langeler

/s/ Bruce R. Bourbon                      Director                                         February 23, 2001
------------------------------------
Bruce R. Bourbon

/s/ Donald L. Lucas                       Director                                         February 23, 2001
------------------------------------
Donald L. Lucas

/s/ Douglas Rivers                        Director                                         February 23, 2001
------------------------------------
Douglas Rivers

/s/ Jo Ann Heidi Roizen                   Director                                         February 23, 2001
------------------------------------
Jo Ann Heidi Roizen
</TABLE>



                                      -6-
<PAGE>


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

   Exhibit
   Number
   ------
    <S>       <C>
     5.1       Opinion of Venture Law Group, a Professional Corporation

    23.1       Consent of Venture Law Group, a Professional Corporation
               (included in Exhibit 5.1).

    23.2       Consent of Independent Accountants.

    24.1       Powers of Attorney (see p. 6).

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "a2037206zs-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 15631}]
{"company-data": {"conformed-name": "PREVIEW SYSTEMS INC", "cik": "0001091271", "assigned-sic": "7389", "irs-number": "770485517", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56102", "film-number": "1553074"}, "business-address": {"street1": "1195 WEST FREMONT", "city": "SUNNYVALE", "state": "CA", "zip": "94087", "phone": "4087203500"}, "mail-address": {"street1": "1195 WEST FREMONT", "city": "SUNNYVALE", "state": "CA", "zip": "94087"}}
As filed with the Securities and Exchange Commission on February 23, 2001
                                                 Registration No. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                              PREVIEW SYSTEMS, INC.
             (Exact name of Registrant as specified in its charter)

       DELAWARE                                         77-0485517
(State of incorporation)                    (I.R.S. Employer Identification No.)

                           1195 WEST FREMONT BOULEVARD
                           SUNNYVALE, CALIFORNIA 94087
                    (Address of principal executive offices)

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

                        1999 EMPLOYEE STOCK PURCHASE PLAN
                             1998 STOCK OPTION PLAN
                        1999 DIRECTORS' STOCK OPTION PLAN
                         INDIVIDUAL NON-STATUTORY OPTION
                            (Full title of the Plans)

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

                                G. BRADFORD SOLSO
               CHIEF OPERATING OFFICER AND CHIEF FINANCIAL OFFICER
                              PREVIEW SYSTEMS, INC.
                           1195 WEST FREMONT BOULEVARD
                           SUNNYVALE, CALIFORNIA 94087
                                 (408) 720-3500
 (Name, address and telephone number, including area code, of agent for service)

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

                                    Copy to:

                                Mavis L. Yee, Esq.
                                Venture Law Group
                           A Professional Corporation
                               2800 Sand Hill Road
                          Menlo Park, California 94025
                                 (650) 854-4488

               (Calculation of Registration Fee on following page)
--------------------------------------------------------------------------------------------------------------------
                                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
                                                                       Proposed         Proposed
                                                     Maximum            Maximum          Maximum         Amount of
                                                  Amount to be      Offering Price      Aggregate       Registration
     Title of Securities to be Registered         Registered(1)        Per Share      Offering Price        Fee
--------------------------------------------------------------------------------------------------------------------
1999 EMPLOYEE STOCK PURCHASE PLAN
   Common Stock,
   $.0002 par value.........................      345,150 Shares      $2.4305(2)         $838,887.08       $209.72

1998 STOCK OPTION PLAN
   Common Stock,
   $.0002 par value.........................      517,726 Shares      $2.8594(3)       $1,480,385.72       $370.10

1999 DIRECTORS' STOCK OPTION PLAN
   Common Stock,
   $.0002 par value.........................      150,000 Shares      $2.8594(3)         $428,910.00       $107.23

INDIVIDUAL NON-STATUTORY OPTION
   Common Stock,
   $.0002 par value.........................      165,000 Shares      $3.0312(4)         $500,148.00       $125.04

                  TOTAL.....................    1,177,876 Shares                       $3,248,330.80       $812.08
                  -----
-----------------------
(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under any of the Plans being
         registered pursuant to this Registration Statement by reason of any
         stock dividend, stock split, recapitalization or any other similar
         transaction effected without the receipt of consideration which results
         in an increase in the number of the Registrant's outstanding shares of
         Common Stock.

(2)      Estimated in accordance with Rule 457(h) under the Securities Act of
         1933 (the "SECURITIES ACT") solely for the purpose of calculating the
         registration fee. The computation is based upon the average of the high
         and low sale prices of the Common Stock as reported on The Nasdaq
         National Market on February 20, 2001, multiplied by 85%, which is the
         percentage of the trading purchase price applicable to purchases under
         the referenced Plan.

(3)      Estimated in accordance with Rule 457(h) under the Securities Act
         solely for the purpose of calculating the registration fee. The
         computation with respect to unissued options is based upon the average
         high and low sale prices of the Common Stock as reported on the Nasdaq
         National Market on February 20, 2001.

(4)      Computed in accordance with Rule 457(h) under the Securities Act solely
         for the purpose of calculating the registration fee. Computation based
         on the per share exercise price of outstanding options under the
         referenced plan, the shares issuable under which are registered hereby.

                                      -2-
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.      INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents filed with the Securities and Exchange Commission
(the "COMMISSION") are hereby incorporated by reference:

      (a)   The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 filed on March 30, 2000 pursuant to Rule 15(d) of the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT").

      (b)   The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 30, 2000, June 30, 2000 and September 30, 2000.

      (c)   The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission under
Section 12 of the Securities Exchange Act of 1934 (the "EXCHANGE ACT") on
December 1, 1999, including any amendment or report filed for the purpose of
updating such description.

      All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing such documents.

Item 4.      DESCRIPTION OF SECURITIES. Not applicable.

Item 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable.

Item 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Registrant's Certificate of Incorporation reduces the liability of a
director to the corporation or its shareholders for monetary damages for
breaches of his or her fiduciary duty of care to the fullest extent permissible
under Delaware law. The Bylaws of the Registrant further provide for
indemnification of corporate agents to the maximum extent permitted by the
Delaware General Corporation Law. In addition, the Registrant has entered into
Indemnification Agreements with its officers and directors.

Item 7.      EXEMPTION FROM REGISTRATION CLAIMED.  Not applicable.

Item 8.      EXHIBITS.
Exhibit
             Number
             ------
5.1        Opinion of Venture Law Group, a Professional Corporation.

             23.1       Consent of Venture Law Group, a Professional Corporation (included in
                        Exhibit 5.1).

             23.2       Consent of Independent Accountants.

             24.1       Powers of Attorney (see p. 6).
---------------

                                      -3-
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 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.

            (2)   that, for purposes 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 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 the 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 Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in a successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of 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.

                            [Signature Pages Follow]

                                      -4-
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Preview Systems, Inc., a corporation organized and existing under
the laws of the State of Delaware, 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 Sunnyvale, State of
California, on this 23rd day of February, 2001.

                                PREVIEW SYSTEMS, INC.

                                By:  /s/ G. Bradford Solso
                                   -----------------------------------
                                     G. Bradford Solso
                                     Chief Operating Officer and
                                     Chief Financial Officer

                                      -5-
POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Vincent Pluvinage and G. Bradford Solso,
jointly and severally, his or her attorneys-in-fact and agents, each with the
power of substitution and resubstitution, for him or her and in his or her name,
place or stead, in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file such amendments, together with
exhibits and other documents in connection therewith, with the Securities and
Exchange Commission, granting to each attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as he or she might or could do in
person, and ratifying and confirming all that the attorney-in-facts and agents,
or his or her substitute or substitutes, may do or cause to be done by virtue
hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                     Title                                Date
               ---------                                     -----                                ----
/s/  Vincent Pluvinage                    President, Chief Executive Officer and           February 23, 2001
------------------------------------       Director (Principal Executive Officer)
Vincent Pluvinage

/s/ G. Bradford Solso                     Chief Operating Officer and Chief                February 23, 2001
------------------------------------       Financial Officer (Principal Financial and
G. Bradford Solso                          Accounting Officer)

/s/ Gerard H. Langeler                    Director                                         February 23, 2001
------------------------------------
 Gerard H. Langeler

/s/ Bruce R. Bourbon                      Director                                         February 23, 2001
------------------------------------
Bruce R. Bourbon

/s/ Donald L. Lucas                       Director                                         February 23, 2001
------------------------------------
Donald L. Lucas

/s/ Douglas Rivers                        Director                                         February 23, 2001
------------------------------------
Douglas Rivers

/s/ Jo Ann Heidi Roizen                   Director                                         February 23, 2001
------------------------------------
Jo Ann Heidi Roizen
-6-
INDEX TO EXHIBITS
Exhibit
   Number
   ------
5.1       Opinion of Venture Law Group, a Professional Corporation

    23.1       Consent of Venture Law Group, a Professional Corporation
               (included in Exhibit 5.1).

    23.2       Consent of Independent Accountants.

    24.1       Powers of Attorney (see p. 6).