<PAGE>

   As filed with the Securities and Exchange Commission on December 15, 1999
                                                     Registration No. 333-______

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                            GRIC COMMUNICATIONS, INC.
           (Exact name of the registrant as specified in its charter)

              DELAWARE                                          77-0368092
    (State or Other Jurisdiction                             (I.R.S. Employer
  of Incorporation or Organization)                         Identification No.)

                            GRIC COMMUNICATIONS, INC.
                             1421 MCCARTHY BOULEVARD
                           MILPITAS, CALIFORNIA 95035
                    (Address of principal executive offices)

                           1999 EQUITY INCENTIVE PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                             1997 STOCK OPTION PLAN
                             1995 STOCK OPTION PLAN
                            (Full title of the plans)

                                JOSEPH M. ZAELIT
                SENIOR VICE PRESIDENT, FINANCE AND ADMINISTRATION
                           AND CHIEF FINANCIAL OFFICER
                            GRIC COMMUNICATIONS, INC.
                             1421 MCCARTHY BOULEVARD
                           MILPITAS, CALIFORNIA 95035
                                 (408) 955-1920
            (Name, address and telephone number of agent for service)

                                   COPIES TO:

                              Horace L. Nash, Esq.
                               H. Daniel Kim, Esq.
                              Thomas J. Hall, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                               Palo Alto, CA 94306


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
---------------------------------------- ----------------- ---------------------- ---------------------- ---------------
                                              AMOUNT         PROPOSED MAXIMUM       PROPOSED MAXIMUM
                                               TO BE        OFFERING PRICE PER     AGGREGATE OFFERING      AMOUNT OF
                                            REGISTERED            SHARE                  PRICE           REGISTRATION
 TITLE OF SECURITIES TO BE REGISTERED                                                                          FEE
---------------------------------------- ----------------- ---------------------- ---------------------- ---------------

<S>                                       <C>               <C>                    <C>                   <C>
Common Stock, $0.001 par value            4,672,199 (1)         $ 14.00 (2)         $ 65,410,786 (2)       $ 17,269

Common Stock, $0.001 par value            2,444,322 (3)         $ 6.16 (4)          $ 15,057,024 (5)        $ 3,975
------------------------------------------------------------------------------------------------------------------------

               TOTAL                                                                                       $ 21,244
------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

(1)  Represents the aggregate of 4,172,199 shares authorized and reserved for
     issuance upon exercise of stock options under the 1999 Equity Incentive
     Plan and 500,000 shares available for grant under the 1999 Employee Stock
     Purchase Plan.

(2)  Estimated as of December 14, 1999 in accordance with Rule 457(h)(1) and
     Rule 457(c) under the Securities Act solely for the purpose of calculating
     the registration fee.

(3)  Represents 2,116,521 shares subject to options outstanding under the 1995
     Stock Option Plan and the 1997 Stock Option Plan and 327,801 shares subject
     to options outstanding under the 1999 Equity Incentive Plan, each as of
     December 14, 1999.

(4)  Weighted average per share exercise price for such outstanding options.

(5)  Calculated based on the weighted average per share exercise price pursuant
     to Rule 457(h)(1) under the Securities Act.



<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 incorporated into this registration
statement by reference:

         (a)  The registrant's prospectus filed pursuant to Rule 424(b) under
              the Securities Act of 1933, which contains audited financial
              statements of the registrant as of December 31, 1997 and 1998
              and September 30, 1999 and for each of the three years in the
              period ended December 31, 1998 and the nine-month period ended
              September 30, 1999.

         (b)  The description of the registrant's common stock set forth under
              the caption "Description of Capital Stock" on pages 64 through 67
              of the prospectus included in the registrant's registration
              statement on Form S-1, File No. 333-87497, filed with the
              Commission on September 21, 1999, and 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 registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Certain legal matters with respect to the legality of the issuance of
the common stock registered hereby will be passed upon by Fenwick & West LLP. As
of the date of this registration statement, a partnership comprised of partners
of Fenwick & West LLP owns 10,714 shares of the registrant's common stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND LIMITATION OF LIABILITY.

         Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's board of directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities, including reimbursement for expenses
incurred, arising under the Securities Act.

         As permitted by the Delaware General Corporation Law, the registrant's
certificate of incorporation includes a provision that eliminates the personal
liability of its directors for monetary damages for breach of fiduciary duty as
a director, except for liability:

               -    for any breach of the director's duty of loyalty to the
                    registrant or its stockholders;
               -    for acts or omissions not in good faith or that involve
                    intentional misconduct or a knowing violation of law;
               -    under Section 174 of the Delaware General Corporation Law
                    (regarding unlawful dividends and stock purchases); and
               -    for any transaction from which the director derived an
                    improper personal benefit.

         As permitted by the Delaware General Corporation Law, the registrant's
bylaws also provide that:


                                       2

<PAGE>

              -   the registrant is required to indemnify its directors and
                  officers to the fullest extent permitted by the Delaware
                  General Corporation Law, subject to limited exceptions;
              -   the registrant may indemnify its agents as set forth in the
                  Delaware General Corporation Law, unless otherwise required by
                  law, our certificate of incorporation or agreement;
              -   the registrant is required to advance expenses, as incurred,
                  to its directors and officers in connection with a legal
                  proceeding to the fullest extent permitted by the Delaware
                  General Corporation Law, subject to limited exceptions;
              -   the rights conferred in the bylaws are not exclusive; and
              -   the registrant may not retroactively amend the bylaws
                  provisions relating to indemnity.

         The registrant has entered into indemnity agreements with each of its
current directors and officers to give such directors and officers additional
contractual assurances regarding the scope of the indemnification set forth in
the registrant's certificate of incorporation and to provide additional
procedural protections. At present, there is no pending litigation or proceeding
involving a director, officer or employee of the registrant regarding which
indemnification is sought, nor is the registrant aware of any threatened
litigation that may result in claims for indemnification.

         Reference is also made to Section 7 of the Underwriting Agreement
relating to the registrant's initial public offering, effected pursuant to a
registration statement on Form S-1 (File No. 333-87497), which provides for the
indemnification of officers, directors and controlling persons of the registrant
against certain liabilities. The indemnification provision in the registrant's
certificate of incorporation, bylaws and the indemnity agreements entered into
between the registrant and each of its directors and officers may be
sufficiently broad to permit indemnification of the registrant's directors and
officers for liabilities arising under the Securities Act.

         Registrant maintains directors' and officers' liability insurance and
expects to obtain a rider to such coverage for securities matters.

         See also the undertakings set out in response to Item 10.

         Reference is made to the following documents regarding relevant
indemnification provisions described above and elsewhere herein:

                                    DOCUMENT
                                    --------

1.              Form of Underwriting Agreement (incorporated by reference to
                Exhibit 1.01 to the registrant's registration statement on Form
                S-1, File No. 333-87497, filed with the Commission on September
                21, 1999).

2.              Form of Indemnification Agreement between the registrant and
                each of its directors and executive officers (incorporated by
                reference to Exhibit 10.01 to the registrant's registration
                statement on Form S-1, File No. 333-87497, filed with the
                Commission on September 21, 1999).


         Reference is also made to the following documents filed as exhibits to
this registration statement regarding relevant indemnification provisions
described above and elsewhere herein:

<TABLE>
<CAPTION>
                  EXHIBIT DOCUMENT                                                         NUMBER
                                                                                           ------
<S>                                                                                        <C>
The registrant's First Amended and Restated Certificate of Incorporation ..............       3.03

The registrant's First Amended and Restated Bylaws ....................................       3.02

Fifth Amended and Restated Registration Rights Agreement dated November 12, 1999.......       4.02
</TABLE>

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.


                                       3

<PAGE>

              Not applicable.

ITEM 8.      CONSULTANTS AND ADVISORS.

              Not applicable.


ITEM 9.      EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT                                 EXHIBIT
NUMBER                                   TITLE
-------                                 -------
<S>           <C>
4.01          The registrant's First Amended and Restated Certificate of
              Incorporation (incorporated by reference to Exhibit 3.03 to the
              registrant's registration statement on Form S-1, File No.
              333-87497, filed with the Commission on September 21, 1999 (the
              "Form S-1")).

4.02          The registrant's Second Amended and Restated Certificate of
              Incorporation, to be filed with the Delaware Secretary of State
              on or about December 20, 1999 (incorporated by reference to
              Exhibit 3.04 of the Form S-1)

4.03          The registrant's First Amended and Restated Bylaws
              (incorporated by reference to Exhibit 3.02 to the Form S-1).

4.04          Form of specimen certificate for the registrant's common stock
              (incorporated by reference to Exhibit 4.01 to the Form S-1).

4.05          Fifth Amended and Restated Registration Rights Agreement dated
              November 12, 1999, among the registrant and the security holders
              listed in the agreement (incorporated by reference to Exhibit 4.02
              to the Form S-1).

4.06          Aimnet Corporation 1995 Stock Option Plan (incorporated by
              reference to Exhibit 10.11 to the Form S-1).

4.07          Aimquest Corporation 1997 Stock Option Plan (incorporated by
              reference to Exhibit 10.12 to the Form S-1).

4.08          GRIC Communications, Inc. 1999 Equity Incentive Plan (incorporated
              by reference to Exhibit 10.13 to the Form S-1).

4.09          GRIC Communications, Inc. 1999 Employee Stock Purchase Plan
              (incorporated by reference to Exhibit 10.14 to the Form S-1).

5.01          Opinion of Fenwick & West LLP.

23.01         Consent of Fenwick & West LLP (included in Exhibit 5.01).

23.02         Consent of independent auditors.

24.01         Power of Attorney (see page 6).
</TABLE>


ITEM 10.    UNDERTAKINGS.

         The undersigned registrant hereby undertakes:


                                       4

<PAGE>

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

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

              (b) to reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the registration statement.
                  Notwithstanding the foregoing, any increase or decrease in
                  volume of securities offered (if the total dollar value of
                  securities offered would not exceed that which was registered)
                  and any deviation from the low or high end of the estimated
                  maximum offering range may be reflected in the form of
                  prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and
                  price represent no more than a 20 percent change in the
                  maximum aggregate offering price set forth in the
                  "Calculation of Registration Fee" table in the effective
                  Registration Statement;

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

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (4) The undersigned registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

         (5) 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 provisions discussed in Item 6 hereof, 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 hereby, 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.


                                       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 Milpitas, State of California, on this 15th day of
December, 1999.


                                     GRIC COMMUNICATIONS, INC.


                                     By:  /s/ DR. HONG CHEN
                                          -------------------------------------
                                          Dr. Hong Chen
                                          President and Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Joseph M. Zaelit and David L. Teichmann,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, for him or her and in such person's name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement on Form S-8, and to
file the same with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, 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 to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or either if them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
          Signature                           Title                          Date
          ---------                           -----                          ----
<S>                              <C>                                    <C>
PRINCIPAL EXECUTIVE OFFICER:

/s/ DR. HONG CHEN                President, Chief Executive Officer     December 15, 1999
----------------------------     and Director
Dr. Hong Chen

PRINCIPAL FINANCIAL OFFICER

/s/ JOSEPH M. ZAELIT             Senior Vice President, Finance and
----------------------------     Administration and Chief Financial     December 15, 1999
Joseph M. Zaelit                 Officer

PRINCIPAL ACCOUNTING OFFICER


/s/ KIM S. SILVERMAN             Corporate Controller                   December 15, 1999
----------------------------
Kim S. Silverman

ADDITIONAL DIRECTORS:

/s/ ROGER L. PEIRCE              Chairman                               December 13, 1999
----------------------------
Roger L. Peirce

/s/ LYNN Y. LIU                  Director                               December 15, 1999
----------------------------
Lynn Y. Liu


                                       6

<PAGE>

/s/ DR. TA-LIN HSU               Director                               December 12, 1999
----------------------------
Dr. Ta-Lin Hsu

/s/ DR. YEN-SON (PAUL) HUANG     Director                               December 15, 1999
----------------------------
Dr. Yen-Son (Paul) Huang

/s/ KHENG NAM LEE                Director                               December 15, 1999
----------------------------
Kheng Nam Lee

/s/ JOZEF LERNOUT                Director                               December 13, 1999
----------------------------
Jozef Lernout

/s/ STANLEY J. MERESMAN          Director                               December 15, 1999
----------------------------
Stanley J. Meresman
</TABLE>


                                       7

<PAGE>

EXHIBIT INDEX


EXHIBIT                                                EXHIBIT
NUMBER                                                  TITLE
------                                                  -----
5.01           Opinion of Fenwick & West LLP.

23.01          Consent of Fenwick & West LLP (included in Exhibit 5.01).

23.02          Consent of Ernst & Young LLP, independent accountants.

24.01          Power of Attorney (see page 6).
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 23135}]
{"company-data": {"conformed-name": "GRIC COMMUNICATIONS INC", "cik": "0001059155", "assigned-sic": "7389", "irs-number": "770368092", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92837", "film-number": "99775398"}, "business-address": {"street1": "1421 MCCARTHY BLVD", "city": "MILPITAS", "state": "CA", "zip": "95035", "phone": "4089551920"}, "mail-address": {"street1": "1421 MCCARTHY BLVD", "city": "MILPITAS", "state": "CA", "zip": "95035"}}
As filed with the Securities and Exchange Commission on December 15, 1999
                                                     Registration No. 333-______

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                            GRIC COMMUNICATIONS, INC.
           (Exact name of the registrant as specified in its charter)

              DELAWARE                                          77-0368092
    (State or Other Jurisdiction                             (I.R.S. Employer
  of Incorporation or Organization)                         Identification No.)

                            GRIC COMMUNICATIONS, INC.
                             1421 MCCARTHY BOULEVARD
                           MILPITAS, CALIFORNIA 95035
                    (Address of principal executive offices)

                           1999 EQUITY INCENTIVE PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                             1997 STOCK OPTION PLAN
                             1995 STOCK OPTION PLAN
                            (Full title of the plans)

                                JOSEPH M. ZAELIT
                SENIOR VICE PRESIDENT, FINANCE AND ADMINISTRATION
                           AND CHIEF FINANCIAL OFFICER
                            GRIC COMMUNICATIONS, INC.
                             1421 MCCARTHY BOULEVARD
                           MILPITAS, CALIFORNIA 95035
                                 (408) 955-1920
            (Name, address and telephone number of agent for service)

                                   COPIES TO:

                              Horace L. Nash, Esq.
                               H. Daniel Kim, Esq.
                              Thomas J. Hall, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                               Palo Alto, CA 94306

                         CALCULATION OF REGISTRATION FEE
---------------------------------------- ----------------- ---------------------- ---------------------- ---------------
                                              AMOUNT         PROPOSED MAXIMUM       PROPOSED MAXIMUM
                                               TO BE        OFFERING PRICE PER     AGGREGATE OFFERING      AMOUNT OF
                                            REGISTERED            SHARE                  PRICE           REGISTRATION
 TITLE OF SECURITIES TO BE REGISTERED                                                                          FEE
---------------------------------------- ----------------- ---------------------- ---------------------- ---------------
Common Stock, $0.001 par value            4,672,199 (1)         $ 14.00 (2)         $ 65,410,786 (2)       $ 17,269

Common Stock, $0.001 par value            2,444,322 (3)         $ 6.16 (4)          $ 15,057,024 (5)        $ 3,975
------------------------------------------------------------------------------------------------------------------------

               TOTAL                                                                                       $ 21,244
------------------------------------------------------------------------------------------------------------------------
(1)  Represents the aggregate of 4,172,199 shares authorized and reserved for
     issuance upon exercise of stock options under the 1999 Equity Incentive
     Plan and 500,000 shares available for grant under the 1999 Employee Stock
     Purchase Plan.

(2)  Estimated as of December 14, 1999 in accordance with Rule 457(h)(1) and
     Rule 457(c) under the Securities Act solely for the purpose of calculating
     the registration fee.

(3)  Represents 2,116,521 shares subject to options outstanding under the 1995
     Stock Option Plan and the 1997 Stock Option Plan and 327,801 shares subject
     to options outstanding under the 1999 Equity Incentive Plan, each as of
     December 14, 1999.

(4)  Weighted average per share exercise price for such outstanding options.

(5)  Calculated based on the weighted average per share exercise price pursuant
     to Rule 457(h)(1) under the Securities Act.
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 incorporated into this registration
statement by reference:

         (a)  The registrant's prospectus filed pursuant to Rule 424(b) under
              the Securities Act of 1933, which contains audited financial
              statements of the registrant as of December 31, 1997 and 1998
              and September 30, 1999 and for each of the three years in the
              period ended December 31, 1998 and the nine-month period ended
              September 30, 1999.

         (b)  The description of the registrant's common stock set forth under
              the caption "Description of Capital Stock" on pages 64 through 67
              of the prospectus included in the registrant's registration
              statement on Form S-1, File No. 333-87497, filed with the
              Commission on September 21, 1999, and 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 registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Certain legal matters with respect to the legality of the issuance of
the common stock registered hereby will be passed upon by Fenwick & West LLP. As
of the date of this registration statement, a partnership comprised of partners
of Fenwick & West LLP owns 10,714 shares of the registrant's common stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND LIMITATION OF LIABILITY.

         Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's board of directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities, including reimbursement for expenses
incurred, arising under the Securities Act.

         As permitted by the Delaware General Corporation Law, the registrant's
certificate of incorporation includes a provision that eliminates the personal
liability of its directors for monetary damages for breach of fiduciary duty as
a director, except for liability:

               -    for any breach of the director's duty of loyalty to the
                    registrant or its stockholders;
               -    for acts or omissions not in good faith or that involve
                    intentional misconduct or a knowing violation of law;
               -    under Section 174 of the Delaware General Corporation Law
                    (regarding unlawful dividends and stock purchases); and
               -    for any transaction from which the director derived an
                    improper personal benefit.

         As permitted by the Delaware General Corporation Law, the registrant's
bylaws also provide that:

                                       2
-   the registrant is required to indemnify its directors and
                  officers to the fullest extent permitted by the Delaware
                  General Corporation Law, subject to limited exceptions;
              -   the registrant may indemnify its agents as set forth in the
                  Delaware General Corporation Law, unless otherwise required by
                  law, our certificate of incorporation or agreement;
              -   the registrant is required to advance expenses, as incurred,
                  to its directors and officers in connection with a legal
                  proceeding to the fullest extent permitted by the Delaware
                  General Corporation Law, subject to limited exceptions;
              -   the rights conferred in the bylaws are not exclusive; and
              -   the registrant may not retroactively amend the bylaws
                  provisions relating to indemnity.

         The registrant has entered into indemnity agreements with each of its
current directors and officers to give such directors and officers additional
contractual assurances regarding the scope of the indemnification set forth in
the registrant's certificate of incorporation and to provide additional
procedural protections. At present, there is no pending litigation or proceeding
involving a director, officer or employee of the registrant regarding which
indemnification is sought, nor is the registrant aware of any threatened
litigation that may result in claims for indemnification.

         Reference is also made to Section 7 of the Underwriting Agreement
relating to the registrant's initial public offering, effected pursuant to a
registration statement on Form S-1 (File No. 333-87497), which provides for the
indemnification of officers, directors and controlling persons of the registrant
against certain liabilities. The indemnification provision in the registrant's
certificate of incorporation, bylaws and the indemnity agreements entered into
between the registrant and each of its directors and officers may be
sufficiently broad to permit indemnification of the registrant's directors and
officers for liabilities arising under the Securities Act.

         Registrant maintains directors' and officers' liability insurance and
expects to obtain a rider to such coverage for securities matters.

         See also the undertakings set out in response to Item 10.

         Reference is made to the following documents regarding relevant
indemnification provisions described above and elsewhere herein:

                                    DOCUMENT
                                    --------

1.              Form of Underwriting Agreement (incorporated by reference to
                Exhibit 1.01 to the registrant's registration statement on Form
                S-1, File No. 333-87497, filed with the Commission on September
                21, 1999).

2.              Form of Indemnification Agreement between the registrant and
                each of its directors and executive officers (incorporated by
                reference to Exhibit 10.01 to the registrant's registration
                statement on Form S-1, File No. 333-87497, filed with the
                Commission on September 21, 1999).

         Reference is also made to the following documents filed as exhibits to
this registration statement regarding relevant indemnification provisions
described above and elsewhere herein:
EXHIBIT DOCUMENT                                                         NUMBER
                                                                                           ------
The registrant's First Amended and Restated Certificate of Incorporation ..............       3.03

The registrant's First Amended and Restated Bylaws ....................................       3.02

Fifth Amended and Restated Registration Rights Agreement dated November 12, 1999.......       4.02
ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

                                       3
Not applicable.

ITEM 8.      CONSULTANTS AND ADVISORS.

              Not applicable.

ITEM 9.      EXHIBITS.
EXHIBIT                                 EXHIBIT
NUMBER                                   TITLE
-------                                 -------
4.01          The registrant's First Amended and Restated Certificate of
              Incorporation (incorporated by reference to Exhibit 3.03 to the
              registrant's registration statement on Form S-1, File No.
              333-87497, filed with the Commission on September 21, 1999 (the
              "Form S-1")).

4.02          The registrant's Second Amended and Restated Certificate of
              Incorporation, to be filed with the Delaware Secretary of State
              on or about December 20, 1999 (incorporated by reference to
              Exhibit 3.04 of the Form S-1)

4.03          The registrant's First Amended and Restated Bylaws
              (incorporated by reference to Exhibit 3.02 to the Form S-1).

4.04          Form of specimen certificate for the registrant's common stock
              (incorporated by reference to Exhibit 4.01 to the Form S-1).

4.05          Fifth Amended and Restated Registration Rights Agreement dated
              November 12, 1999, among the registrant and the security holders
              listed in the agreement (incorporated by reference to Exhibit 4.02
              to the Form S-1).

4.06          Aimnet Corporation 1995 Stock Option Plan (incorporated by
              reference to Exhibit 10.11 to the Form S-1).

4.07          Aimquest Corporation 1997 Stock Option Plan (incorporated by
              reference to Exhibit 10.12 to the Form S-1).

4.08          GRIC Communications, Inc. 1999 Equity Incentive Plan (incorporated
              by reference to Exhibit 10.13 to the Form S-1).

4.09          GRIC Communications, Inc. 1999 Employee Stock Purchase Plan
              (incorporated by reference to Exhibit 10.14 to the Form S-1).

5.01          Opinion of Fenwick & West LLP.

23.01         Consent of Fenwick & West LLP (included in Exhibit 5.01).

23.02         Consent of independent auditors.

24.01         Power of Attorney (see page 6).
ITEM 10.    UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

                                       4
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

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

              (b) to reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the registration statement.
                  Notwithstanding the foregoing, any increase or decrease in
                  volume of securities offered (if the total dollar value of
                  securities offered would not exceed that which was registered)
                  and any deviation from the low or high end of the estimated
                  maximum offering range may be reflected in the form of
                  prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and
                  price represent no more than a 20 percent change in the
                  maximum aggregate offering price set forth in the
                  "Calculation of Registration Fee" table in the effective
                  Registration Statement;

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

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (4) The undersigned registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

         (5) 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 provisions discussed in Item 6 hereof, 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 hereby, 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.

                                       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 Milpitas, State of California, on this 15th day of
December, 1999.

                                     GRIC COMMUNICATIONS, INC.

                                     By:  /s/ DR. HONG CHEN
                                          -------------------------------------
                                          Dr. Hong Chen
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Joseph M. Zaelit and David L. Teichmann,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, for him or her and in such person's name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement on Form S-8, and to
file the same with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, 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 to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or either if them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                           Title                          Date
          ---------                           -----                          ----
PRINCIPAL EXECUTIVE OFFICER:

/s/ DR. HONG CHEN                President, Chief Executive Officer     December 15, 1999
----------------------------     and Director
Dr. Hong Chen

PRINCIPAL FINANCIAL OFFICER

/s/ JOSEPH M. ZAELIT             Senior Vice President, Finance and
----------------------------     Administration and Chief Financial     December 15, 1999
Joseph M. Zaelit                 Officer

PRINCIPAL ACCOUNTING OFFICER

/s/ KIM S. SILVERMAN             Corporate Controller                   December 15, 1999
----------------------------
Kim S. Silverman

ADDITIONAL DIRECTORS:

/s/ ROGER L. PEIRCE              Chairman                               December 13, 1999
----------------------------
Roger L. Peirce

/s/ LYNN Y. LIU                  Director                               December 15, 1999
----------------------------
Lynn Y. Liu

                                       6
/s/ DR. TA-LIN HSU               Director                               December 12, 1999
----------------------------
Dr. Ta-Lin Hsu

/s/ DR. YEN-SON (PAUL) HUANG     Director                               December 15, 1999
----------------------------
Dr. Yen-Son (Paul) Huang

/s/ KHENG NAM LEE                Director                               December 15, 1999
----------------------------
Kheng Nam Lee

/s/ JOZEF LERNOUT                Director                               December 13, 1999
----------------------------
Jozef Lernout

/s/ STANLEY J. MERESMAN          Director                               December 15, 1999
----------------------------
Stanley J. Meresman
7
EXHIBIT INDEX

EXHIBIT                                                EXHIBIT
NUMBER                                                  TITLE
------                                                  -----
5.01           Opinion of Fenwick & West LLP.

23.01          Consent of Fenwick & West LLP (included in Exhibit 5.01).

23.02          Consent of Ernst & Young LLP, independent accountants.

24.01          Power of Attorney (see page 6).