<PAGE>

     As filed with the Securities and Exchange Commission on May 17, 2000
                                                     Registration No. 333-______
------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                 NETOPIA, INC.
            (Exact Name of Registrant as Specified in Its Charter)
    Delaware                        7373                      94-3033136
(State or other          (Primary Standard Industrial       (I.R.S. Employer
 Jurisdiction of          Classification Code Number)      Identification No.)
of Incorporation
or Organization)

                           2470 Mariner Square Loop
                          Alameda, California  94501
         (Address of Principal Executive Offices, including Zip Code)

                                 NETOPIA, INC.
                            1996 Stock Option Plan
                         Employee Stock Purchase Plan
                           (Full Title of the Plans)

                                Alan B. Lefkof
                     President and Chief Executive Officer
                                 NETOPIA, INC.
                           2470 Mariner Square Loop
                          Alameda, California  94501
                                (501) 814-5100
           (Name, Address and Telephone Number of Agent For Service)

                                  Copies to:
                             C. Kevin Kelso, Esq.
                              Fenwick & West LLP
                             Two Palo Alto Square
                         Palo Alto, California  94306


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------

                                                 Amount       Proposed Maximum        Proposed Maximum      Amount of
                                                 to be        Offering Price Per     Aggregate Offering    Registration
    Title of Securities to be Registered      Registered           Share (2)                Price              Fee
                                                (1)(3)
-----------------------------------------------------------------------------------------------------------------------
<S>                                           <C>             <C>                    <C>                   <C>

1996 Stock Option Plan
     Options                                   1,314,073            N/A                      N/A                N/A
     Common Stock (par value $0.001)           1,314,073          $30.44                 $40,000,382          $10,559

Employee Stock Purchase Plan
     Common Stock (par value $0.001)              50,000          $30.44                 $ 1,521,875           $  402
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) This Registration Statement shall also cover any additional shares of Common
    Stock which become issuable under the 1996 Stock Option Plan (the "Option
    Plan") and the Employee Stock Purchase Plan (the "Purchase Plan") by reason
    of any stock dividend, stock split, recapitalization or other similar
    transaction effected without the receipt of consideration which results in
    an increase in the number of the outstanding shares of Common Stock of
    Netopia, Inc.

(2) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended, on the basis of the average of the high
    and low prices per share of Common Stock of Netopia, Inc. as reported on the
    Nasdaq National Market on May 11, 2000.

(3) Represents (i) 500,000 additional shares reserved for issuance upon exercise
    of stock options under the Option Plan, and (ii) 814,073 additional shares
    reserved for issuance upon exercise of stock options under the Option Plan,
    which amount represents an automatic increase effective January 1, 2000
    equal to 5.0% of the number of shares of Common Stock outstanding on the
    last trading day of calendar year 1999.  Also includes 50,000 additional
    shares available for issuance under the Purchase Plan.  Shares issuable upon
    exercise of stock options under the Option Plan, and shares available for
    issuance under the Purchase Plan, were previously registered on a
    registration statement on Form S-8 (file no. 333-61845) filed on August 19,
    1998 and a registration statement on Form S-8 (file no 333-74943) filed on
    March 24, 1999 (the "Prior Form S-8 Registration Statements").
<PAGE>

INCORPORATION BY REFERENCE OF PREVIOUS REGISTRATION STATEMENT
-------------------------------------------------------------

     Pursuant to General Instruction E of Form S-8, Netopia, Inc. (the
"Registrant") is filing this registration statement with the Securities and
Exchange Commission (the "Commission") solely to register an additional
1,314,073 shares under the Option Plan, and an additional 50,000 shares under
the Purchase Plan, pursuant to the provisions of those plans providing for an
automatic increase in the number of shares reserved for issuance under those
plans and, in the case of the Option Plan, an increase approved by the board of
directors and stockholders of the Registrant of 500,000 shares reserved for
issuance under the Option Plan.  Pursuant to General Instruction E, the contents
of the Prior Form S-8 Registration Statements are hereby incorporated by
reference into this registration statement.  The Registrant hereby incorporates
by reference into this Registration Statement the following documents previously
filed with the Commission:

     a.   Our Annual Report on Form 10-K for the fiscal year ended September 30,
           1999;

     b.   Our Quarterly Reports on Form 10-Q for the fiscal quarters ended
          December 31, 1999 and March 31, 2000; and

     c.   Our Registration Statement No. 0-28450 on Form 8-A filed with the
          Commission on May 3, 1996 pursuant to Section 12 of the Securities
          Exchange Act of 1934, as amended (the "1934 Act"), together with
          amendments thereto, in which there is described the terms, rights and
          provisions applicable to our outstanding Common Stock.

     All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act 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
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

ITEM 8.    EXHIBITS.

Exhibit    Exhibit
Number     Title
-------    -----

4.01       Registrant's 1996 Stock Option Plan.

4.02       Registrant's Employee Stock Purchase Plan. (1)

5.01       Opinion of counsel.

23.01      Consent of KPMG LLP, Independent Auditors.

23.02      Consent of counsel is contained in Exhibit 5.01.

24.01      Power of Attorney.  Reference is made to page 3 of this
           Registration Statement.

(1) Incorporated by reference to exhibits filed with Registrant's Registration
    Statement on Form S-8, file no. 333-74943, filed on March 24, 1999.

                                       2
<PAGE>

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, 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 Alameda, State of California, on this 17th day of
May, 2000.


                                 NETOPIA, INC.

                                 By: /s/ Alan B. Lefkof
                                     ------------------
                                     Alan B. Lefkof
                                     President and Chief Executive Officer


                               POWER OF ATTORNEY

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

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
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/ Alan B. Lefkof                     President, Chief Executive Officer              May 17, 2000
----------------------------           and Director
Alan B. Lefkof

Principal Financial Officer and
Principal Accounting Officer

/s/ James A. Clark                     Vice President and Chief Financial Officer      May 17, 2000
----------------------------
James A. Clark

Additional Directors

/s/ Reese M. Jones                     Director                                        May 17, 2000
----------------------------
Reese M. Jones


</TABLE>

                                       3
<PAGE>

<TABLE>
<CAPTION>
              Signature                         Title                        Date
              ---------                         -----                        ----
<S>                                           <C>                         <C>
/s/ David F. Marquardt                        Director                    May 17, 2000
-------------------------------------
David F. Marquardt


/s/ David C. King                             Director                    May 17, 2000
-------------------------------------
David C. King
</TABLE>

                                       4
<PAGE>

                                 EXHIBIT INDEX
                                 -------------

Exhibit    Exhibit
Number     Title
------     -----

4.01       Registrant's 1996 Stock Option Plan.

4.02       Registrant's Employee Stock Purchase Plan. (1)

5.01       Opinion of counsel.

23.01      Consent of KPMG LLP, Independent Auditors.

23.02      Consent of counsel is contained in Exhibit 5.01.

24.01      Power of Attorney.  Reference is made to page 3 of this Registration
           Statement.

(1) Incorporated by reference to exhibits filed with Registrant's Registration
    Statement on Form S-8, file no. 333-74943, filed on March 24, 1999.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 12439}]
{"company-data": {"conformed-name": "NETOPIA INC", "cik": "0001012482", "assigned-sic": "7373", "irs-number": "943033136", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37250", "film-number": "639019"}, "business-address": {"street1": "2470 MARINER SQUARE LOOP", "city": "ALAMEDA", "state": "CA", "zip": "94501", "phone": "5108145100"}, "mail-address": {"street1": "2470 MARINER SQUARE LOOP", "city": "ALAMEDA", "state": "CA", "zip": "94501"}, "former-company": {"former-conformed-name": "FARALLON COMMUNICATIONS INC", "date-changed": "19960422"}}
As filed with the Securities and Exchange Commission on May 17, 2000
                                                     Registration No. 333-______
------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                 NETOPIA, INC.
            (Exact Name of Registrant as Specified in Its Charter)
    Delaware                        7373                      94-3033136
(State or other          (Primary Standard Industrial       (I.R.S. Employer
 Jurisdiction of          Classification Code Number)      Identification No.)
of Incorporation
or Organization)

                           2470 Mariner Square Loop
                          Alameda, California  94501
         (Address of Principal Executive Offices, including Zip Code)

                                 NETOPIA, INC.
                            1996 Stock Option Plan
                         Employee Stock Purchase Plan
                           (Full Title of the Plans)

                                Alan B. Lefkof
                     President and Chief Executive Officer
                                 NETOPIA, INC.
                           2470 Mariner Square Loop
                          Alameda, California  94501
                                (501) 814-5100
           (Name, Address and Telephone Number of Agent For Service)

                                  Copies to:
                             C. Kevin Kelso, Esq.
                              Fenwick & West LLP
                             Two Palo Alto Square
                         Palo Alto, California  94306

                        CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------

                                                 Amount       Proposed Maximum        Proposed Maximum      Amount of
                                                 to be        Offering Price Per     Aggregate Offering    Registration
    Title of Securities to be Registered      Registered           Share (2)                Price              Fee
                                                (1)(3)
-----------------------------------------------------------------------------------------------------------------------
1996 Stock Option Plan
     Options                                   1,314,073            N/A                      N/A                N/A
     Common Stock (par value $0.001)           1,314,073          $30.44                 $40,000,382          $10,559

Employee Stock Purchase Plan
     Common Stock (par value $0.001)              50,000          $30.44                 $ 1,521,875           $  402
-----------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement shall also cover any additional shares of Common
    Stock which become issuable under the 1996 Stock Option Plan (the "Option
    Plan") and the Employee Stock Purchase Plan (the "Purchase Plan") by reason
    of any stock dividend, stock split, recapitalization or other similar
    transaction effected without the receipt of consideration which results in
    an increase in the number of the outstanding shares of Common Stock of
    Netopia, Inc.

(2) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended, on the basis of the average of the high
    and low prices per share of Common Stock of Netopia, Inc. as reported on the
    Nasdaq National Market on May 11, 2000.

(3) Represents (i) 500,000 additional shares reserved for issuance upon exercise
    of stock options under the Option Plan, and (ii) 814,073 additional shares
    reserved for issuance upon exercise of stock options under the Option Plan,
    which amount represents an automatic increase effective January 1, 2000
    equal to 5.0% of the number of shares of Common Stock outstanding on the
    last trading day of calendar year 1999.  Also includes 50,000 additional
    shares available for issuance under the Purchase Plan.  Shares issuable upon
    exercise of stock options under the Option Plan, and shares available for
    issuance under the Purchase Plan, were previously registered on a
    registration statement on Form S-8 (file no. 333-61845) filed on August 19,
    1998 and a registration statement on Form S-8 (file no 333-74943) filed on
    March 24, 1999 (the "Prior Form S-8 Registration Statements").
INCORPORATION BY REFERENCE OF PREVIOUS REGISTRATION STATEMENT
-------------------------------------------------------------

     Pursuant to General Instruction E of Form S-8, Netopia, Inc. (the
"Registrant") is filing this registration statement with the Securities and
Exchange Commission (the "Commission") solely to register an additional
1,314,073 shares under the Option Plan, and an additional 50,000 shares under
the Purchase Plan, pursuant to the provisions of those plans providing for an
automatic increase in the number of shares reserved for issuance under those
plans and, in the case of the Option Plan, an increase approved by the board of
directors and stockholders of the Registrant of 500,000 shares reserved for
issuance under the Option Plan.  Pursuant to General Instruction E, the contents
of the Prior Form S-8 Registration Statements are hereby incorporated by
reference into this registration statement.  The Registrant hereby incorporates
by reference into this Registration Statement the following documents previously
filed with the Commission:

     a.   Our Annual Report on Form 10-K for the fiscal year ended September 30,
           1999;

     b.   Our Quarterly Reports on Form 10-Q for the fiscal quarters ended
          December 31, 1999 and March 31, 2000; and

     c.   Our Registration Statement No. 0-28450 on Form 8-A filed with the
          Commission on May 3, 1996 pursuant to Section 12 of the Securities
          Exchange Act of 1934, as amended (the "1934 Act"), together with
          amendments thereto, in which there is described the terms, rights and
          provisions applicable to our outstanding Common Stock.

     All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act 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
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

ITEM 8.    EXHIBITS.

Exhibit    Exhibit
Number     Title
-------    -----

4.01       Registrant's 1996 Stock Option Plan.

4.02       Registrant's Employee Stock Purchase Plan. (1)

5.01       Opinion of counsel.

23.01      Consent of KPMG LLP, Independent Auditors.

23.02      Consent of counsel is contained in Exhibit 5.01.

24.01      Power of Attorney.  Reference is made to page 3 of this
           Registration Statement.

(1) Incorporated by reference to exhibits filed with Registrant's Registration
    Statement on Form S-8, file no. 333-74943, filed on March 24, 1999.

                                       2
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Alameda, State of California, on this 17th day of
May, 2000.

                                 NETOPIA, INC.

                                 By: /s/ Alan B. Lefkof
                                     ------------------
                                     Alan B. Lefkof
                                     President and Chief Executive Officer

                               POWER OF ATTORNEY

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

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
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/ Alan B. Lefkof                     President, Chief Executive Officer              May 17, 2000
----------------------------           and Director
Alan B. Lefkof

Principal Financial Officer and
Principal Accounting Officer

/s/ James A. Clark                     Vice President and Chief Financial Officer      May 17, 2000
----------------------------
James A. Clark

Additional Directors

/s/ Reese M. Jones                     Director                                        May 17, 2000
----------------------------
Reese M. Jones
3
Signature                         Title                        Date
              ---------                         -----                        ----
/s/ David F. Marquardt                        Director                    May 17, 2000
-------------------------------------
David F. Marquardt

/s/ David C. King                             Director                    May 17, 2000
-------------------------------------
David C. King
4
EXHIBIT INDEX
                                 -------------

Exhibit    Exhibit
Number     Title
------     -----

4.01       Registrant's 1996 Stock Option Plan.

4.02       Registrant's Employee Stock Purchase Plan. (1)

5.01       Opinion of counsel.

23.01      Consent of KPMG LLP, Independent Auditors.

23.02      Consent of counsel is contained in Exhibit 5.01.

24.01      Power of Attorney.  Reference is made to page 3 of this Registration
           Statement.

(1) Incorporated by reference to exhibits filed with Registrant's Registration
    Statement on Form S-8, file no. 333-74943, filed on March 24, 1999.