<PAGE>
              AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                               ON OCTOBER 7, 2002
                        REGISTRATION NO. 333-[_________]

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         ------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                         ------------------------------

                            ON TECHNOLOGY CORPORATION
                         ------------------------------
             (Exact name of registrant as specified in its charter)

           DELAWARE                                       04-3162846
           --------                                       ----------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                        Identification No.)

                                  WALTHAM WOODS
                          880 WINTER STREET, BUILDING 4
                             WALTHAM, MA 02451-1449
                         ------------------------------
               (Address of Principal Executive Offices; Zip Code)
                         ------------------------------

                         2002 DIRECTOR Stock Option Plan
                            (Full title of the plan)
                         ------------------------------

         ROBERT L. DORETTI                              COPIES TO:
     ON TECHNOLOGY CORPORATION                       GABOR GARAI, ESQ.
           WALTHAM WOODS                       EPSTEIN BECKER & GREEN, P.C.
   880 WINTER STREET, BUILDING 4             111 HUNTINGTON AVENUE, 26TH FLOOR
      WALTHAM, MA 02451-1449                         BOSTON, MA 02199
          (781) 487-3300                              (617) 342-4000

 (Name, address and telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
            TITLE OF EACH
              CLASS OF
             SECURITIES                                     PROPOSED MAXIMUM     PROPOSED MAXIMUM
                TO BE                     AMOUNT TO BE     OFFERING PRICE PER       AGGREGATE            AMOUNT OF
             REGISTERED                  REGISTERED (1)           SHARE           OFFERING PRICE     REGISTRATION FEE
-------------------------------------- ------------------- -------------------- ------------------- --------------------
<S>                                     <C>                <C>                  <C>                  <C>
Common Stock, $0.01 par value, to be
issued under the 2002 Director Stock
             Option Plan                 400,000 Shares         $2.19(2)             $876,000             $80.59
------------------------------------------------------------------------------------------------------------------------
TOTAL........................................................................................             $80.59
                                                                                                          ======
------------------------------------------------------------------------------------------------------------------------
</TABLE>

1.   Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
     Registration Statement also covers an indeterminate amount of plan
     interests to be offered or sold pursuant to the employee benefit plan
     described herein.

2.   Calculated in accordance with Rule 457(c) under the Securities Act of 1933,
     as amended. Such calculation is estimated solely for the purpose of
     calculating the registration fee, and is based on the average of the high
     and low prices of the Common Stock of the Registrant on the NASDAQ National
     Market on October 1, 2002.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Part I is included in documents sent or
given to participants in the ON Technology Corporation's 2002 Director Stock
Option Plan.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         ON Technology Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission").

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2001 filed with the Commission on March 26, 2002, as
          amended on Form 10-K/A filed with the Commission on April 1, 2002.

     (b)  The Registrant's Current Report on Form 8-K filed with the Commission
          on April 4, 2002.

     (c)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
          ended March 31, 2002 filed with the Commission on May 14, 2002.

     (d)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
          ended June 30, 2002 filed with the Commission on August 13, 2002.

     (e)  The description of the Registrant's common stock contained in its
          Registration Statement on Form 8-A filed with the Commission on August
          1, 1995, and any amendment or report filed with the Commission for the
          purposes of updating such description.

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

<PAGE>

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law permits a
corporation to include in its charter documents and in agreements between the
corporation and its directors and officers provisions expanding the scope of
indemnification beyond that specifically provided by the current law.

         Article IX of the Registrant's Amended and Restated Certificate of
Incorporation provides for the indemnification of directors to the fullest
extent permitted under Delaware law.

         Article VI of the Registrant's By-laws provides for the indemnification
of officers, directors and third parties acting on behalf of the corporation to
the fullest extent permitted under the Delaware General Corporation Law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

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 of 1933, as amended, (ii) to reflect in
the prospectus any facts or events arising after the effective date of this
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement, and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement; provided, however, that clauses (i)
and (ii) above shall not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that
are incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the Securities Act each such post-

<PAGE>

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; and (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
Registrant's 2002 Director Stock Option Plan.

         (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
1934 Act that is incorporated by reference into 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) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the indemnification provisions summarized in Item 6
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 the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act 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 Boston, Commonwealth of Massachusetts, on the
7th day of October, 2002.

                            ON TECHNOLOGY CORPORATION

                            By:  /s/ STEVEN R. WASSERMAN
                               --------------------------------
                                 Steven R. Wasserman, Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, Robert
L. Doretti and Steven R. Wasserman their attorneys-in-fact, each with the power
of substitution, for him or her in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8 (including post-effective
amendments), to sign any registration statement for the same offering covered by
this Registration Statement that is to be effective upon filing pursuant to Rule
462(b) promulgated under the Securities Act of 1933, as amended, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, thereby ratifying and confirming
all that each of said attorneys-in-fact, or his substitute or substitutions, may
do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
SIGNATURE                                            TITLE                              DATE
<S>                                                  <C>                                <C>
    /s/ ROBERT L. DORETTI                            Chairman of the Board and          October 7, 2002
------------------------------------------           Chief Executive Officer
Robert L. Doretti

    /s/ STEVEN R. WASSERMAN                          Chief Financial Officer and        October 7, 2002
------------------------------------------           Vice President
Steven R. Wasserman

    /s/ ROBERT P. BADAVAS                            Director                           October 7, 2002
------------------------------------------
Robert P. Badavas

    /s/ JOHN CASSARINI                               Director                           October 7, 2002
------------------------------------------
John Cassarini

    /s/ PAUL C. O'BRIEN                              Director                           October 7, 2002
------------------------------------------
Paul C. O'Brien

    /s/ LOUIS J. RUPNIK                              Director                           October 7, 2002
------------------------------------------
Louis J. Rupnik
</TABLE>

<PAGE>

                                  EXHIBIT INDEX

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

4.1          2002 Director Stock Option Plan (incorporated by reference to the
             Registrant's Definitive Proxy Statement for the Registrant's 2002
             Annual Meeting as filed with the Securities and Exchange Commission
             on April 10, 2002).

5.1          Opinion of Epstein Becker & Green, P.C., counsel to the Registrant.

23.1         Consent of Epstein Becker & Green, P.C. (included in Exhibit 5.1).

23.2         Consent of Arthur Andersen LLP*

24.1         Power of Attorney, ON Technology Corporation (included in signature
             page to this Registration Statement).

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

* After reasonable efforts, the Registrant has not been able to obtain the
consent of Arthur Anderson LLP to the incorporation in this Registration
Statement of their report with respect to the Registrant's consolidated
financial statements, which appeared in the Registrant's Annual Report on Form
10-K for the year ended December 31, 2001 filed with the Securities and Exchange
Commission on March 26, 2002, as amended in the Registrant's Amendment No. 1 to
Form 10-K on Form 10-K/A filed with the Securities and Exchange Commission on
April 1, 2002. Under these circumstances, Rule 437(a) under the Securities Act
of 1933, as amended, permits this Registration Statement to be filed without a
written consent from Arthur Anderson LLP. Because Arthur Anderson LLP has not
consented to the incorporation by reference of their report into this
Registration Statement, no person will be able to assert claims against Arthur
Anderson LLP under Section 11 of the Securities Act of 1933, as amended, for any
untrue statement of a material fact contained in the Registrant's consolidated
financial statements for the year ended December 31, 2001 or for any omissions
to state a material fact required to be stated therein. In addition, the ability
of Arthur Andersen LLP to satisfy any claims (including claims arising from
Arthur Andersen LLP's provision of auditing and other services to the
Registrant) may be limited as a practical matter due to recent events involving
Arthur Andersen LLP.
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 16732}]
{"company-data": {"conformed-name": "ON TECHNOLOGY CORP", "cik": "0000925288", "assigned-sic": "7372", "irs-number": "043162846", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-100386", "film-number": "02782993"}, "business-address": {"street1": "WALTHAM WOODS", "street2": "880 WINTER STREET BUILDING 4", "city": "WALTHAM", "state": "MA", "zip": "02451-1449", "phone": "7814873300"}, "mail-address": {"street1": "WALTHAM WOODS", "street2": "880 WINTER STREET BUILDING 4", "city": "WALTHAM", "state": "MA", "zip": "02451"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                               ON OCTOBER 7, 2002
                        REGISTRATION NO. 333-[_________]

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         ------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                         ------------------------------

                            ON TECHNOLOGY CORPORATION
                         ------------------------------
             (Exact name of registrant as specified in its charter)

           DELAWARE                                       04-3162846
           --------                                       ----------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                        Identification No.)

                                  WALTHAM WOODS
                          880 WINTER STREET, BUILDING 4
                             WALTHAM, MA 02451-1449
                         ------------------------------
               (Address of Principal Executive Offices; Zip Code)
                         ------------------------------

                         2002 DIRECTOR Stock Option Plan
                            (Full title of the plan)
                         ------------------------------

         ROBERT L. DORETTI                              COPIES TO:
     ON TECHNOLOGY CORPORATION                       GABOR GARAI, ESQ.
           WALTHAM WOODS                       EPSTEIN BECKER & GREEN, P.C.
   880 WINTER STREET, BUILDING 4             111 HUNTINGTON AVENUE, 26TH FLOOR
      WALTHAM, MA 02451-1449                         BOSTON, MA 02199
          (781) 487-3300                              (617) 342-4000

 (Name, address and telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
            TITLE OF EACH
              CLASS OF
             SECURITIES                                     PROPOSED MAXIMUM     PROPOSED MAXIMUM
                TO BE                     AMOUNT TO BE     OFFERING PRICE PER       AGGREGATE            AMOUNT OF
             REGISTERED                  REGISTERED (1)           SHARE           OFFERING PRICE     REGISTRATION FEE
-------------------------------------- ------------------- -------------------- ------------------- --------------------
Common Stock, $0.01 par value, to be
issued under the 2002 Director Stock
             Option Plan                 400,000 Shares         $2.19(2)             $876,000             $80.59
------------------------------------------------------------------------------------------------------------------------
TOTAL........................................................................................             $80.59
                                                                                                          ======
------------------------------------------------------------------------------------------------------------------------
1.   Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
     Registration Statement also covers an indeterminate amount of plan
     interests to be offered or sold pursuant to the employee benefit plan
     described herein.

2.   Calculated in accordance with Rule 457(c) under the Securities Act of 1933,
     as amended. Such calculation is estimated solely for the purpose of
     calculating the registration fee, and is based on the average of the high
     and low prices of the Common Stock of the Registrant on the NASDAQ National
     Market on October 1, 2002.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Part I is included in documents sent or
given to participants in the ON Technology Corporation's 2002 Director Stock
Option Plan.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         ON Technology Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission").

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2001 filed with the Commission on March 26, 2002, as
          amended on Form 10-K/A filed with the Commission on April 1, 2002.

     (b)  The Registrant's Current Report on Form 8-K filed with the Commission
          on April 4, 2002.

     (c)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
          ended March 31, 2002 filed with the Commission on May 14, 2002.

     (d)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
          ended June 30, 2002 filed with the Commission on August 13, 2002.

     (e)  The description of the Registrant's common stock contained in its
          Registration Statement on Form 8-A filed with the Commission on August
          1, 1995, and any amendment or report filed with the Commission for the
          purposes of updating such description.

         All reports filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which de-registers 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 or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law permits a
corporation to include in its charter documents and in agreements between the
corporation and its directors and officers provisions expanding the scope of
indemnification beyond that specifically provided by the current law.

         Article IX of the Registrant's Amended and Restated Certificate of
Incorporation provides for the indemnification of directors to the fullest
extent permitted under Delaware law.

         Article VI of the Registrant's By-laws provides for the indemnification
of officers, directors and third parties acting on behalf of the corporation to
the fullest extent permitted under the Delaware General Corporation Law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

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 of 1933, as amended, (ii) to reflect in
the prospectus any facts or events arising after the effective date of this
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement, and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement; provided, however, that clauses (i)
and (ii) above shall not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that
are incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the Securities Act each such post-
effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof; and (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
Registrant's 2002 Director Stock Option Plan.

         (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
1934 Act that is incorporated by reference into 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) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the indemnification provisions summarized in Item 6
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 the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act 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 Boston, Commonwealth of Massachusetts, on the
7th day of October, 2002.

                            ON TECHNOLOGY CORPORATION

                            By:  /s/ STEVEN R. WASSERMAN
                               --------------------------------
                                 Steven R. Wasserman, Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, Robert
L. Doretti and Steven R. Wasserman their attorneys-in-fact, each with the power
of substitution, for him or her in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8 (including post-effective
amendments), to sign any registration statement for the same offering covered by
this Registration Statement that is to be effective upon filing pursuant to Rule
462(b) promulgated under the Securities Act of 1933, as amended, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, thereby ratifying and confirming
all that each of said attorneys-in-fact, or his substitute or substitutions, may
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
SIGNATURE                                            TITLE                              DATE
/s/ ROBERT L. DORETTI                            Chairman of the Board and          October 7, 2002
------------------------------------------           Chief Executive Officer
Robert L. Doretti

    /s/ STEVEN R. WASSERMAN                          Chief Financial Officer and        October 7, 2002
------------------------------------------           Vice President
Steven R. Wasserman

    /s/ ROBERT P. BADAVAS                            Director                           October 7, 2002
------------------------------------------
Robert P. Badavas

    /s/ JOHN CASSARINI                               Director                           October 7, 2002
------------------------------------------
John Cassarini

    /s/ PAUL C. O'BRIEN                              Director                           October 7, 2002
------------------------------------------
Paul C. O'Brien

    /s/ LOUIS J. RUPNIK                              Director                           October 7, 2002
------------------------------------------
Louis J. Rupnik
EXHIBIT INDEX

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

4.1          2002 Director Stock Option Plan (incorporated by reference to the
             Registrant's Definitive Proxy Statement for the Registrant's 2002
             Annual Meeting as filed with the Securities and Exchange Commission
             on April 10, 2002).

5.1          Opinion of Epstein Becker & Green, P.C., counsel to the Registrant.

23.1         Consent of Epstein Becker & Green, P.C. (included in Exhibit 5.1).

23.2         Consent of Arthur Andersen LLP*

24.1         Power of Attorney, ON Technology Corporation (included in signature
             page to this Registration Statement).

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

* After reasonable efforts, the Registrant has not been able to obtain the
consent of Arthur Anderson LLP to the incorporation in this Registration
Statement of their report with respect to the Registrant's consolidated
financial statements, which appeared in the Registrant's Annual Report on Form
10-K for the year ended December 31, 2001 filed with the Securities and Exchange
Commission on March 26, 2002, as amended in the Registrant's Amendment No. 1 to
Form 10-K on Form 10-K/A filed with the Securities and Exchange Commission on
April 1, 2002. Under these circumstances, Rule 437(a) under the Securities Act
of 1933, as amended, permits this Registration Statement to be filed without a
written consent from Arthur Anderson LLP. Because Arthur Anderson LLP has not
consented to the incorporation by reference of their report into this
Registration Statement, no person will be able to assert claims against Arthur
Anderson LLP under Section 11 of the Securities Act of 1933, as amended, for any
untrue statement of a material fact contained in the Registrant's consolidated
financial statements for the year ended December 31, 2001 or for any omissions
to state a material fact required to be stated therein. In addition, the ability
of Arthur Andersen LLP to satisfy any claims (including claims arising from
Arthur Andersen LLP's provision of auditing and other services to the
Registrant) may be limited as a practical matter due to recent events involving
Arthur Andersen LLP.