<Page>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST [__], 2001
                                                        REGISTRATION NO. 333-[_]
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                              --------------------
                           CEYONIQ AKTIENGESELLSCHAFT
              (FORMERLY, CE COMPUTER EQUIPMENT AKTIENGESELLSCHAFT)
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

        FEDERAL REPUBLIC OF GERMANY               INAPPLICABLE
      (STATE OR OTHER JURISDICTION OF           (I.R.S. EMPLOYER
      INCORPORATION OR ORGANIZATION)         IDENTIFICATION NUMBER)


                                WINTERSTRASSE 49
                            33649 BIELEFELD, GERMANY

             (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (POSTAL CODE)

                              --------------------
                           CEYONIQ AKTIENGESELLSCHAFT
                       EMPLOYEE PARTICIPATION PROGRAM 2001
                            (FULL TITLE OF THE PLAN)

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

                                 JULIA A. BOWEN
                                  CEYONIQ, INC.
                            13900 LINCOLN PARK DRIVE
                             HERNDON, VIRGINIA 20171
                                 (703) 478-2260

            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
              INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   COPIES TO:

            Dr. Babette Sievers                   Marc R. Paul
            General Counsel                       Baker & McKenzie
            CEYONIQ Aktiengesellschaft            815 Connecticut Avenue, NW
            Winterstrasse 49                      Washington, D.C. 20006
            33649 Bielefeld                       (202) 452-7034
            Germany
            (49) 521-9318-1040

<Table>
<Caption>
                                                   CALCULATION OF REGISTRATION FEE
============================================================================================================================
                                                AMOUNT              PROPOSED             PROPOSED            AMOUNT OF
        TITLE OF EACH CLASS OF                  TO BE           MAXIMUM OFFERING     MAXIMUM AGGREGATE      REGISTRATION
      SECURITIES TO BE REGISTERED           REGISTERED (1)       PRICE PER SHARE      OFFERING PRICE          FEE (3)
                                                                     (2) (3)              (2) (3)
----------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                 <C>                  <C>                  <C>
CONVERTIBLE DEBENTURES                         450,000               $0.09194             $41,373              $10.34
----------------------------------------------------------------------------------------------------------------------------
ORDINARY SHARES, WITHOUT PAR VALUE (4)         450,000               $3.86148          $1,737,666             $434.42
============================================================================================================================
</Table>

(1)  The securities to be registered hereunder consist of 0.10 Euro nominal
     value convertible debentures (the "Convertible Debentures") and ordinary
     shares without par value (the "Ordinary Shares") of CEYONIQ
     Aktiengesellschaft (the "Registrant") issued pursuant to the CEYONIQ
     Aktiengesellschaft Employee Participation Program 2001 (the "Plan"). Such
     indeterminable number of additional Ordinary Shares as may be issuable
     pursuant to the operation of the recapitalization and other adjustment and
     anti-dilution provisions of the Plan are also registered under this
     registration statement pursuant to Rule 416(a) promulgated under the
     Securities Act of 1933, as amended (the "Securities Act").
(2)  The price is estimated in accordance with Rule 457(h)(1) and Rule 457(i)
     under the Securities Act, solely for the purpose of calculating the
     registration fee.
(3)  The amount of the registration fee with respect to the Convertible
     Debentures was calculated based on the conversion of Euro to Dollars using
     the noon buying rate in New York City for cable transfers in Euro as issued
     by the Federal Reserve on its website (www.federalreserve.gov), which was
     0.9194 Euro per United States Dollar on August 22, 2001. Based on that
     conversion rate and pursuant to Section 6(b)(4)(A) and Section 6(b)(5) of
     the Securities Act, the proposed maximum offering price per Convertible
     Debenture (Euro 0.10) was converted into 0.09194 United States Dollars, the
     aggregate offering price (Euro 45,000) was converted into 41,373 United
     States Dollars and the registration fee with respect to the Convertible
     Debentures was calculated to be 10.34 United States Dollars. The proposed
     maximum offering price per Ordinary Share was calculated by taking the
     average of the high and low prices for the Ordinary Shares quoted on
     Neuer Markt segment of the Frankfurt Stock Exchange on August 21, 2001, by
     applying the conversion rate set forth in the prior sentence and
     converting that price into 3.86148 United States Dollars. Pursuant to Rule
     457(i) under the Securities Act, the proposed registration fee with
     respect to the Ordinary Shares was calculated to be 434.42 United States
     Dollars.
(4)  American Depositary Shares, each representing one share of the Registrant's
     Ordinary Shares without par value (the "Ordinary Shares"), issuable upon
     deposit of the Ordinary Shares, have been registered on a separate
     registration statement on Form F-6, filed November 21, 2000 (Registration
     No. 333-12892) and are currently traded on the NASDAQ National Market
     System under the ticker symbol "CCEQ."


<Page>

                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


ITEM 1. PLAN INFORMATION.*/

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*/

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

*/ Pursuant to Rule 428(b)(1) under the Securities Act, documents containing the
information specified in Part I of Form S-8 will be sent or given to each person
who participates in the Plan. Such documents and the documents incorporated by
reference in this registration statement pursuant to Item 3 of Part II hereof,
taken together, constitute the Section 10(a) prospectus.



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The Registrant's Registration Statement on Form F-4 (No. 333-12894) filed by the
Registrant with the Securities and Exchange Commission (the "Commission") on
November 22, 2000, including the prospectus and the description of Ordinary
Shares contained therein, is incorporated herein by reference to the extent not
superseded by reports or other information subsequently filed by the Registrant
with the Commission.

The Registrant's Annual Report on Form 20-F filed by the Registrant with the
Commission on July 13, 2001 is incorporated herein by reference to the extent
not superseded by reports or other information subsequently filed by the
Registrant with the Commission.

In addition, all of the Registrant's reports filed with the Commission pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934,
as amended, since the date of this registration statement, prior to the filing
of a post-effective amendment which indicates all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents.

Any statement contained herein or 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 in any subsequently filed document which also is or 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,
to constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES

CONVERTIBLE DEBENTURES

The Convertible Debentures are to be issued pursuant and subject to the terms of
the Plan, and related ancillary agreements. Copies of the Plan are filed as an
exhibit to this registration statement together with an English language
translation of the Plan. The following summary of certain provisions of the Plan
does not purport to be

                                      II-1

<Page>

complete and is subject to, and is qualified in its entirety by reference to,
all of the provisions of the Plan, including the definitions therein of certain
terms. In the event of any inconsistency or ambiguity between the German
language Plan and the English language translation filed as an exhibit to this
registration statement, the terms and conditions of the German language Plan
govern and control.

Under the Plan, the Registrant is authorized to issue in one or more
issuances, until June 6, 2006, 3,928,572 unsecured Convertible Debentures of
the Registrant having a term of up to five years and an aggregate face value
not in excess of 392,857.2 Euros or 361,192.9 United States Dollars based on
the conversion of Euro to Dollars using the noon buying rate in New York City
for cable transfers in Euro as issued by the Federal Reserve on its website
(www.federalreserve.gov), which was 0.9194 Euro per United States Dollar on
August 22, 2001. The Registrant is authorized to issue the Convertible
Debentures to the Registrant's employees and employees of the Registrant's
affiliates. Pursuant to this registration statement, the Registrant is
registering four hundred fifty thousand (450,000) Convertible Debentures. As
of August 22, 2001, the offering price for a Convertible Debenture is 0.10
Euros or $0.09194 based on the conversion rate set forth above. The Board of
Directors of the Registrant (the "Board") may change the offering price of
the Convertible Debentures from time to time in its discretion. As of August
22, 2001 there are one million one hundred twenty-eight thousand three
hundred eighty-eight (1,128,388) Convertible Debentures outstanding.

Each Convertible Debenture will have a nominal value equal to its purchase
price, earn interest at five percent (5%) per annum payable in accordance with
the terms of the Plan and the agreements ancillary to the Plan and may, subject
to the Plan requirements with respect to conversion, be converted into one
Ordinary Share. Holders of Convertible Debentures are not entitled to periodic
payments of interest. The Convertible Debentures require the Registrant to pay
accrued interest in cash only upon the earlier to occur of the conversion of a
Convertible Debenture into an Ordinary Share or the expiration of the term of a
Convertible Debenture. The Registrant cannot default on a Convertible Debenture
prior to the conclusion of its five-year term other than if the Registrant fails
to honor the conversion privilege or fails to pay accrued interest upon
conversion. The Convertible Debentures are not certificated, and are represented
by a loan agreement between the Registrant and the holder of the Convertible
Debenture. There will be no trustee for the Convertible Debentures.

The Registrant may issue Convertible Debentures only during the ten (10) bank
working days (the "Issuance Period") immediately following the second bank
working day after the annual shareholders' meeting, the press conference
regarding the Registrant's annual financial statements and the publication of
the Registrant's quarterly reports for the first, second and third quarters of
its fiscal year. For purposes of the Plan, a bank working day means each day on
which the Frankfurt Stock Exchange is open for trading and the banks in the city
of Frankfurt/ Main are open for normal business.

The Convertible Debentures, and the rights associated with each Convertible
Debenture, are not assignable or transferable, nor can they be sold or pledged.
The Convertible Debentures are not subordinated to any other security of the
Registrant. There are no assets that secure the obligations of the Registrant
set forth in the Convertible Debentures. Neither German law nor the Registrant's
articles of association restrict or limit the ability of a foreign owner or
non-resident from holding a Convertible Debenture. There are no German laws,
decrees or regulations prohibiting the remittance of interest to non-resident
holders of Convertible Debentures. Neither the Plan nor the Convertible
Debentures restrict the Registrant from issuing other securities (whether debt
or equity securities), incurring additional indebtedness (whether secured or
unsecured), paying dividends on other securities or maintaining any certain
asset to debt ratio or financial reserve.

The holder of a Convertible Debenture authorizes the Registrant to withhold all
applicable taxes from any amount owed to the holder, whether such amount is
payable as wages, salary, converted securities or otherwise.

Under current United States federal income tax law, (i) a holder will not
realize taxable income upon the acquisition of Convertible Debentures; (ii) the
difference between (x) the sum of the acquisition price paid for the Convertible
Debentures and the conversion price and (y) the fair market value of the
Ordinary Shares on the date of conversion, is taxable as ordinary income to the
holder at the time of conversion and is allowable to the holder's employer as an
income tax deduction; (iii) the ordinary income to the holder will be treated as
compensation to the holder which is subject to income tax withholding by the
holder's employer; (iv) the holder will take a basis in the Ordinary Shares

                                      II-2

<Page>

equal to the sum of the acquisition price paid for the Convertible Debentures,
the conversion price and the amount taxed to him or her as compensation income;
and (v) any gain or loss on a subsequent sale of the Ordinary Shares, which will
equal the difference between the sales proceeds and the holder's basis in the
Ordinary Shares, will be capital gain or loss at the time of sale. If the holder
holds the Ordinary Shares for more than one year, after conversion such gain or
loss will be treated as a long-term capital gain or loss, with any such
long-term capital gain taxed, under current law, at a maximum rate of 20%.

Each Convertible Debenture has associated with it a conversion privilege that
entitles the holder of the Convertible Debenture to convert it into one fully
paid Ordinary Share. A Convertible Debenture holder must notify the
Registrant of the exercise of this conversion right in accordance with the
terms of the Plan and the ancillary agreements to the Plan and must pay to
the Registrant the conversion price in cash. The cash payment that a
Convertible Debenture holder must pay to acquire Ordinary Shares equals the
conversion price less 0.10 Euro or $0.09194 based on the conversion rate set
forth above. The conversion price for Convertible Debentures is determined
from time to time by the Board, except for Board members who participate in
the Plan, in which case the Supervisory Board of Directors of the Registrant
(the "Supervisory Board") determines the conversion price from time to time.
A holder may elect to convert Convertible Debentures into Ordinary Shares
only during the ten (10) bank working days (the "Conversion Period")
immediately following the second bank working day after the annual
shareholders' meeting, the press conference regarding the Registrant's annual
financial statements and the publication of the Registrant's quarterly
reports for the first, second and third quarters of its fiscal year.

The conversion price for a Convertible Debenture, as determined from time to
time by the Board or the Supervisory Board as the case may be, must be equal to
or greater than the higher of (i) the arithmetical mean of the weighted closing
price of an Ordinary Share in the XETRA closing auction as set by the Frankfurt
Stock Exchange on the five most recent trading days prior to the issuance of the
Convertible Debenture or (ii) the standard quotation for an Ordinary Share on
the Frankfurt Stock Exchange on the date the Registrant issues the Convertible
Debenture.

To calculate the weighted closing price of an Ordinary Share on the Frankfurt
Stock Exchange, the first step is, for each of the five trading days taken into
account, to multiply the number of Ordinary Shares traded at the closing price
by the respective day's closing price. The sum of the resulting product for each
of the five days is divided by the total number of shares traded at the
respective closing prices for the five trading days taken into account, and the
resulting quotient is the weighted closing price. The standard quotation, or
"Einheitskurs," is a stock price determined once each trading day, typically
near the middle of the trading session, by the "Kursmakler," an official
Frankfurt Stock Exchange broker. The standard quotation was created to promote
efficient trading of low-volume securities on the Frankfurt Stock Exchange. The
Kursmakler pools all buy and sell orders received for designated low-volume
securities (although in limited circumstances, the Kursmakler determines a
standard quotation for other securities as well) prior to such mid-day time, and
calculates the standard quotation according to rules that promote trading the
highest volume of such securities possible. The standard quotation for the
Ordinary Shares for each day is currently published in the Official Paper of the
Frankfurt Stock Exchange for Quotations (Amtliches Kursblatt der Frankfurter
Wertpapierborse).

The conversion price and the number of Ordinary Shares into which a Convertible
Debenture may be converted are subject to adjustment in the event of an Ordinary
Share stock split, reverse stock split or certain other reorganizations or
recapitalizations of the Registrant.

A holder of a Convertible Debenture may not convert the Convertible Debenture
into an Ordinary Share unless the holder has satisfied the applicable vesting
requirements. With respect to any block of Convertible Debentures issued, the
holder of such Convertible Debentures may not exercise its conversion rights
with respect to any portion of that block of Convertible Debentures until two
(2) years have passed from the date of issuance of the Convertible Debentures.
Thereafter, the holder may convert, during a Conversion Period, up to fifty
(50%) of its block of Convertible Debentures in one or more transactions. After
twenty-five months, the holder may convert, during a Conversion Period, an
additional one twenty-fourth (1/24) of the remaining Convertible Debentures in
its block in each of the subsequent twenty-four months. After four (4) years
have elapsed from the date of issuance, the holder may convert any remaining
Convertible Debentures in its block until the Convertible Debentures mature at
the expiration of their five year term. If a holder of Convertible Debentures
has not converted them into Ordinary

                                      II-3

<Page>

Shares prior to the expiration of their five year term, the conversion privilege
expires and the Registrant shall then redeem the outstanding Convertible
Debentures at the issue price plus any accrued interest as of the maturity date.

A holder of a Convertible Debenture does not enjoy any right or privilege of
being a shareholder of the Company before the conversion of a Convertible
Debenture into an Ordinary Share is effective.

In addition, a holder may convert Convertible Debentures only if the holder is
employed by or provides an eligible service to the Registrant or any of its
affiliates. After a holder no longer has such a relationship, the holder may
only convert that portion of Convertible Debentures which the holder was
entitled to convert on the date the relationship terminated and may exercise the
conversion right only during the Conversion Period immediately following the
separation, except in the case of a holder's death, retirement or long-term
disability, in which case the holder's representative may exercise the
conversion right within any of the next four (4) immediately succeeding
Conversion Periods. After the expiration of the Conversion Period immediately
following separation, in the case of a holder who no longer provides an eligible
service to the Registrant or any of it affiliates, or after the expiration of
the fourth successive Conversion Period after the holder's death, retirement or
long-term disability, if applicable, the holder's conversion right lapses. In
the event of a change of control of the Registrant, as more fully described in
the Plan: (i) a holder whose relationship is severed without material cause or
who terminates such relationship for sound cause within one (1) year immediately
following the change of control may exercise all of its Convertible Debentures
pursuant to the requirements of the Plan; and (ii) the Registrant may redeem all
or any part of the outstanding Convertible Debentures as of the time the change
in control is effective, in which event the Registrant will pay the holder of a
Convertible Debenture, no later than five (5) bank working days after the
effective time of the change in control, the difference between the standard
quotation for an Ordinary Share on the date that the change of control became
effective and the conversion price plus accrued interest. In the event that the
Registrant participates in a transaction to be characterized as a pooling of
interests for financial accounting purposes and the Registrant's independent
auditor believes that the existence of the Plan or holders of Convertible
Debentures would cause the proposed transaction to fail to qualify for pooling
of interests treatment, the Registrant may redeem the Convertible Debentures in
the manner described in the immediately preceding sentence.

In the event of an amalgamation, or other economically comparable transaction
including, without limitation, a sale of the essential assets of the Registrant,
the Registrant has the right to redeem all outstanding Convertible Debentures.
To redeem the Convertible Debentures in such an event, the Registrant will pay
each holder with respect to each Convertible Debenture owned by the holder the
amount the Registrant's shareholders received on a per-share basis as a result
of the transaction less the conversion price for the Convertible Debentures.

The conversion of Convertible Debentures into Ordinary Shares is not effective
until the Ordinary Shares have been issued and delivered in compliance with all
applicable laws including without limitation rules of any security exchange upon
which the Ordinary Shares or any security representing the Ordinary Shares are
traded. The Registrant may delay the issuance and delivery of Ordinary Shares
issuable upon conversion of Convertible Debentures until the Registrant has
complied with all applicable laws, including, without limitation, rules of any
security exchange upon which the Ordinary Shares or any security representing
Ordinary Shares are traded. The Registrant may delay the issuance and delivery
of Ordinary Shares issuable upon conversion of a holder's Convertible Debentures
until the Registrant and the holder have complied with the terms and conditions
of the Plan, the ancillary agreements to the Plan and applicable laws. The
Registrant must notify the holder of Convertible Debentures of any such
decision. After receipt of that notice and prior to the Registrant declaring the
conversion effective, the holder of Convertible Debentures may revoke, in
writing, the holder's exercise of conversion rights and the Registrant must
reimburse the holder for any payment of the conversion price the holder may have
tendered to the Registrant.

Ordinary Shares into which Convertible Debentures may be converted may, in
addition, be exchanged into the Registrant's American Depositary Shares in
accordance with the terms and conditions of the Registrant's American Depositary
Receipt Program and the terms and conditions of the Registrant's agreement with
the Depositary, the Bank of New York. The Registrant's registration statement on
Form F-6 filed November 21, 2000 (Registration No. 333-12892) describes the
nature of the Registrant's American Depositary Receipts and the terms,
conditions and costs associated with the Registrant's American Depository
Receipts program.

                                      II-4

<Page>

The Board may change or amend certain terms and conditions of the Plan from time
to time, if such changes or amendments are within the scope of the terms and
conditions authorized by the Registrant's shareholders. Any change or
modification of the terms and conditions of the Plan not within the scope of the
terms and conditions previously authorized by the Registrant's shareholders
requires the approval of the Registrant's shareholders. Modifications of the
terms of any issued and outstanding Convertible Debenture requires the written
consent of the holder.

ORDINARY SHARES

Please refer to the description of the Ordinary Shares set forth in the
prospectus contained in the Registrant's Registration Statement on Form F-4 (No.
333-12894) filed by the Registrant with the Commission on November 22, 2000.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Neither the Articles of Association of the Registrant nor German law provides
for the indemnification of controlling persons, directors or officers of the
Registrant. The Registrant maintains liability insurance for members of its
Board and Supervisory Board, including insurance against liabilities under the
Securities Act.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

See Index to Exhibits.

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;

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;

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

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.



                                      II-5

<Page>


         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933 each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 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 of 1933 and will be governed by the final adjudication of such issue.


                                      II-6


<Page>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 Bielefeld, Germany, on August 22, 2001.


                              CEYONIQ AKTIENGESELLSCHAFT
                              (Registrant)


                               By:   /s/ HANS-JURGEN BRINTRUP
                                   ---------------------------------------------
                                   Name: Hans-Jurgen Brintrup
                                   Title:  Principal Financial Officer


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Babette Sievers his true and lawful
attorney-in-fact and agent, with full power of substitution or resubstitution,
for him and in his name, place and stead, in any and all capacities (until
revoked in writing) to execute any and all instruments for him and in his name
in the capacities indicated below, which said attorney-in-fact and agent may
deem necessary or advisable to enable the Registrant to comply with the Act, and
any rules, regulations, and requirements of the Commission in connection with
the Registrant's registration statement on Form S-8 regarding the Plan,
including specifically, but without limitation, power and authority to sign for
him, in his name in the capacities indicated below, such registration statement
on Form S-8 and any and all amendments thereto including post-effective
amendments and supplements to such registration statement, and to file the same
with exhibits thereto and other documents in connection therewith, with the
Commission, and to perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he might or could do in
person; and we do each hereby ratify and confirm all that the said
attorney-in-fact and agent shall do or cause to be done by virtue hereof.

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


<Table>
<Caption>
                 SIGNATURE                                    TITLE                                DATE
                 ---------                                    -----                                ----
<S>                                             <C>                                          <C>
/s/ HANS-JURGEN BRINTRUP                        Member of the Board of Management,           August 22, 2001
--------------------------------                       Marketing and Sales
Hans-Jurgen Brintrup


/s/ THOMAS WENZKE                               Member of the Board of Management            August 22, 2001
--------------------------------                Principal Financial Director and
Thomas Wenzke                                     Principal Accounting Officer


/s/ MILAN STAHL                                 Member of the Board of Management            August 22, 2001
--------------------------------                Principal Investor Relations and
Milan Stahl                                      Mergers and Acquisition Officer


/s/ GERHARD BURHIG-NEG                          Member of the Board of Management            August 22, 2001
--------------------------------                Principal Human Resources Officer
Gerhard Burhig-Neg


                                      II-7
<Page>


/s/ UWE SWIENTEK                                         Chairman of the                     August 22, 2001
--------------------------------                        Supervisory Board
Dr. Uwe Swientek


/s/ PETER KUPSCH                                       Vice Chairman of the                  August 22, 2001
--------------------------------                        Supervisory Board
Dr. Peter Kupsch


/s/ JURGEN WITT
--------------------------------                Member of the Supervisory Board              August 22, 2001
Prof. Jurgen Witt


 /s/ JULIA BOWEN                                 Authorized representative in the            August 22, 2001
--------------------------------                     United States of America
Julia A. Bowen


By: /s/ BABETTE SIEVERS                                                                      August 22, 2001
  -------------------------------------
   Babette Sievers, Attorney-in-fact
</Table>


                                      II-8
<Page>



                                  EXHIBIT INDEX

<Table>
<Caption>
        EXHIBIT           NAME                                                                    SEQUENTIALLY NUMBERED
        NUMBER            ----                                                                        PAGE LOCATION
        ------                                                                                        -------------
<S>                       <C>                                                                     <C>
           4.1            CEYONIQ Aktiengesellschaft Employee Participation
                          Program 2001and English Translation thereof

           4.2            Articles of Association of the Registrant, as amended,
                          and English language translation thereof

           4.3            Form of loan agreement evidencing a Convertible
                          Debenture and Conversion Exercise and English
                          Translation thereof

           5.1            Opinion of Registrant's Counsel, Babette Sievers, as
                          to the legality of the securities being registered

          23.1            Consents of PWC Deutsche Revision

          23.2            Consent of Babette Sievers (included in Opinion filed
                          as Exhibit 5.1)

          24.1            Power of Attorney is included on the signature page of
                          the Registration Statement.
</Table>
[{"type": "S-8", "sequence": "1", "filename": "a2057821zs-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 36974}]
{"company-data": {"conformed-name": "CEYONIQ AG", "cik": "0001104733", "assigned-sic": "7373", "irs-number": "000000000"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68232", "film-number": "1722114"}, "business-address": {"street1": "BAKER & MCKENZIE", "street2": "815 CONNECTICUT AVE", "city": "WASHINGTON", "state": "DC", "zip": "20007"}, "mail-address": {"street1": "BAKER & MCKENZIE", "street2": "815 CONNECTICUT AVE", "city": "WASHINGTON", "state": "DC", "zip": "20007"}, "former-company": {"former-conformed-name": "CE COMPUTER EQUIPMENT AKTIENGESELLSCHAFT", "date-changed": "20000131"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST [__], 2001
                                                        REGISTRATION NO. 333-[_]
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                              --------------------
                           CEYONIQ AKTIENGESELLSCHAFT
              (FORMERLY, CE COMPUTER EQUIPMENT AKTIENGESELLSCHAFT)
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

        FEDERAL REPUBLIC OF GERMANY               INAPPLICABLE
      (STATE OR OTHER JURISDICTION OF           (I.R.S. EMPLOYER
      INCORPORATION OR ORGANIZATION)         IDENTIFICATION NUMBER)

                                WINTERSTRASSE 49
                            33649 BIELEFELD, GERMANY

             (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (POSTAL CODE)

                              --------------------
                           CEYONIQ AKTIENGESELLSCHAFT
                       EMPLOYEE PARTICIPATION PROGRAM 2001
                            (FULL TITLE OF THE PLAN)

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

                                 JULIA A. BOWEN
                                  CEYONIQ, INC.
                            13900 LINCOLN PARK DRIVE
                             HERNDON, VIRGINIA 20171
                                 (703) 478-2260

            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
              INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   COPIES TO:

            Dr. Babette Sievers                   Marc R. Paul
            General Counsel                       Baker & McKenzie
            CEYONIQ Aktiengesellschaft            815 Connecticut Avenue, NW
            Winterstrasse 49                      Washington, D.C. 20006
            33649 Bielefeld                       (202) 452-7034
            Germany
            (49) 521-9318-1040
CALCULATION OF REGISTRATION FEE
============================================================================================================================
                                                AMOUNT              PROPOSED             PROPOSED            AMOUNT OF
        TITLE OF EACH CLASS OF                  TO BE           MAXIMUM OFFERING     MAXIMUM AGGREGATE      REGISTRATION
      SECURITIES TO BE REGISTERED           REGISTERED (1)       PRICE PER SHARE      OFFERING PRICE          FEE (3)
                                                                     (2) (3)              (2) (3)
----------------------------------------------------------------------------------------------------------------------------
CONVERTIBLE DEBENTURES                         450,000               $0.09194             $41,373              $10.34
----------------------------------------------------------------------------------------------------------------------------
ORDINARY SHARES, WITHOUT PAR VALUE (4)         450,000               $3.86148          $1,737,666             $434.42
============================================================================================================================
(1)  The securities to be registered hereunder consist of 0.10 Euro nominal
     value convertible debentures (the "Convertible Debentures") and ordinary
     shares without par value (the "Ordinary Shares") of CEYONIQ
     Aktiengesellschaft (the "Registrant") issued pursuant to the CEYONIQ
     Aktiengesellschaft Employee Participation Program 2001 (the "Plan"). Such
     indeterminable number of additional Ordinary Shares as may be issuable
     pursuant to the operation of the recapitalization and other adjustment and
     anti-dilution provisions of the Plan are also registered under this
     registration statement pursuant to Rule 416(a) promulgated under the
     Securities Act of 1933, as amended (the "Securities Act").
(2)  The price is estimated in accordance with Rule 457(h)(1) and Rule 457(i)
     under the Securities Act, solely for the purpose of calculating the
     registration fee.
(3)  The amount of the registration fee with respect to the Convertible
     Debentures was calculated based on the conversion of Euro to Dollars using
     the noon buying rate in New York City for cable transfers in Euro as issued
     by the Federal Reserve on its website (www.federalreserve.gov), which was
     0.9194 Euro per United States Dollar on August 22, 2001. Based on that
     conversion rate and pursuant to Section 6(b)(4)(A) and Section 6(b)(5) of
     the Securities Act, the proposed maximum offering price per Convertible
     Debenture (Euro 0.10) was converted into 0.09194 United States Dollars, the
     aggregate offering price (Euro 45,000) was converted into 41,373 United
     States Dollars and the registration fee with respect to the Convertible
     Debentures was calculated to be 10.34 United States Dollars. The proposed
     maximum offering price per Ordinary Share was calculated by taking the
     average of the high and low prices for the Ordinary Shares quoted on
     Neuer Markt segment of the Frankfurt Stock Exchange on August 21, 2001, by
     applying the conversion rate set forth in the prior sentence and
     converting that price into 3.86148 United States Dollars. Pursuant to Rule
     457(i) under the Securities Act, the proposed registration fee with
     respect to the Ordinary Shares was calculated to be 434.42 United States
     Dollars.
(4)  American Depositary Shares, each representing one share of the Registrant's
     Ordinary Shares without par value (the "Ordinary Shares"), issuable upon
     deposit of the Ordinary Shares, have been registered on a separate
     registration statement on Form F-6, filed November 21, 2000 (Registration
     No. 333-12892) and are currently traded on the NASDAQ National Market
     System under the ticker symbol "CCEQ."
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.*/

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*/

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

*/ Pursuant to Rule 428(b)(1) under the Securities Act, documents containing the
information specified in Part I of Form S-8 will be sent or given to each person
who participates in the Plan. Such documents and the documents incorporated by
reference in this registration statement pursuant to Item 3 of Part II hereof,
taken together, constitute the Section 10(a) prospectus.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The Registrant's Registration Statement on Form F-4 (No. 333-12894) filed by the
Registrant with the Securities and Exchange Commission (the "Commission") on
November 22, 2000, including the prospectus and the description of Ordinary
Shares contained therein, is incorporated herein by reference to the extent not
superseded by reports or other information subsequently filed by the Registrant
with the Commission.

The Registrant's Annual Report on Form 20-F filed by the Registrant with the
Commission on July 13, 2001 is incorporated herein by reference to the extent
not superseded by reports or other information subsequently filed by the
Registrant with the Commission.

In addition, all of the Registrant's reports filed with the Commission pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934,
as amended, since the date of this registration statement, prior to the filing
of a post-effective amendment which indicates all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents.

Any statement contained herein or 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 in any subsequently filed document which also is or 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,
to constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES

CONVERTIBLE DEBENTURES

The Convertible Debentures are to be issued pursuant and subject to the terms of
the Plan, and related ancillary agreements. Copies of the Plan are filed as an
exhibit to this registration statement together with an English language
translation of the Plan. The following summary of certain provisions of the Plan
does not purport to be

                                      II-1
complete and is subject to, and is qualified in its entirety by reference to,
all of the provisions of the Plan, including the definitions therein of certain
terms. In the event of any inconsistency or ambiguity between the German
language Plan and the English language translation filed as an exhibit to this
registration statement, the terms and conditions of the German language Plan
govern and control.

Under the Plan, the Registrant is authorized to issue in one or more
issuances, until June 6, 2006, 3,928,572 unsecured Convertible Debentures of
the Registrant having a term of up to five years and an aggregate face value
not in excess of 392,857.2 Euros or 361,192.9 United States Dollars based on
the conversion of Euro to Dollars using the noon buying rate in New York City
for cable transfers in Euro as issued by the Federal Reserve on its website
(www.federalreserve.gov), which was 0.9194 Euro per United States Dollar on
August 22, 2001. The Registrant is authorized to issue the Convertible
Debentures to the Registrant's employees and employees of the Registrant's
affiliates. Pursuant to this registration statement, the Registrant is
registering four hundred fifty thousand (450,000) Convertible Debentures. As
of August 22, 2001, the offering price for a Convertible Debenture is 0.10
Euros or $0.09194 based on the conversion rate set forth above. The Board of
Directors of the Registrant (the "Board") may change the offering price of
the Convertible Debentures from time to time in its discretion. As of August
22, 2001 there are one million one hundred twenty-eight thousand three
hundred eighty-eight (1,128,388) Convertible Debentures outstanding.

Each Convertible Debenture will have a nominal value equal to its purchase
price, earn interest at five percent (5%) per annum payable in accordance with
the terms of the Plan and the agreements ancillary to the Plan and may, subject
to the Plan requirements with respect to conversion, be converted into one
Ordinary Share. Holders of Convertible Debentures are not entitled to periodic
payments of interest. The Convertible Debentures require the Registrant to pay
accrued interest in cash only upon the earlier to occur of the conversion of a
Convertible Debenture into an Ordinary Share or the expiration of the term of a
Convertible Debenture. The Registrant cannot default on a Convertible Debenture
prior to the conclusion of its five-year term other than if the Registrant fails
to honor the conversion privilege or fails to pay accrued interest upon
conversion. The Convertible Debentures are not certificated, and are represented
by a loan agreement between the Registrant and the holder of the Convertible
Debenture. There will be no trustee for the Convertible Debentures.

The Registrant may issue Convertible Debentures only during the ten (10) bank
working days (the "Issuance Period") immediately following the second bank
working day after the annual shareholders' meeting, the press conference
regarding the Registrant's annual financial statements and the publication of
the Registrant's quarterly reports for the first, second and third quarters of
its fiscal year. For purposes of the Plan, a bank working day means each day on
which the Frankfurt Stock Exchange is open for trading and the banks in the city
of Frankfurt/ Main are open for normal business.

The Convertible Debentures, and the rights associated with each Convertible
Debenture, are not assignable or transferable, nor can they be sold or pledged.
The Convertible Debentures are not subordinated to any other security of the
Registrant. There are no assets that secure the obligations of the Registrant
set forth in the Convertible Debentures. Neither German law nor the Registrant's
articles of association restrict or limit the ability of a foreign owner or
non-resident from holding a Convertible Debenture. There are no German laws,
decrees or regulations prohibiting the remittance of interest to non-resident
holders of Convertible Debentures. Neither the Plan nor the Convertible
Debentures restrict the Registrant from issuing other securities (whether debt
or equity securities), incurring additional indebtedness (whether secured or
unsecured), paying dividends on other securities or maintaining any certain
asset to debt ratio or financial reserve.

The holder of a Convertible Debenture authorizes the Registrant to withhold all
applicable taxes from any amount owed to the holder, whether such amount is
payable as wages, salary, converted securities or otherwise.

Under current United States federal income tax law, (i) a holder will not
realize taxable income upon the acquisition of Convertible Debentures; (ii) the
difference between (x) the sum of the acquisition price paid for the Convertible
Debentures and the conversion price and (y) the fair market value of the
Ordinary Shares on the date of conversion, is taxable as ordinary income to the
holder at the time of conversion and is allowable to the holder's employer as an
income tax deduction; (iii) the ordinary income to the holder will be treated as
compensation to the holder which is subject to income tax withholding by the
holder's employer; (iv) the holder will take a basis in the Ordinary Shares

                                      II-2
equal to the sum of the acquisition price paid for the Convertible Debentures,
the conversion price and the amount taxed to him or her as compensation income;
and (v) any gain or loss on a subsequent sale of the Ordinary Shares, which will
equal the difference between the sales proceeds and the holder's basis in the
Ordinary Shares, will be capital gain or loss at the time of sale. If the holder
holds the Ordinary Shares for more than one year, after conversion such gain or
loss will be treated as a long-term capital gain or loss, with any such
long-term capital gain taxed, under current law, at a maximum rate of 20%.

Each Convertible Debenture has associated with it a conversion privilege that
entitles the holder of the Convertible Debenture to convert it into one fully
paid Ordinary Share. A Convertible Debenture holder must notify the
Registrant of the exercise of this conversion right in accordance with the
terms of the Plan and the ancillary agreements to the Plan and must pay to
the Registrant the conversion price in cash. The cash payment that a
Convertible Debenture holder must pay to acquire Ordinary Shares equals the
conversion price less 0.10 Euro or $0.09194 based on the conversion rate set
forth above. The conversion price for Convertible Debentures is determined
from time to time by the Board, except for Board members who participate in
the Plan, in which case the Supervisory Board of Directors of the Registrant
(the "Supervisory Board") determines the conversion price from time to time.
A holder may elect to convert Convertible Debentures into Ordinary Shares
only during the ten (10) bank working days (the "Conversion Period")
immediately following the second bank working day after the annual
shareholders' meeting, the press conference regarding the Registrant's annual
financial statements and the publication of the Registrant's quarterly
reports for the first, second and third quarters of its fiscal year.

The conversion price for a Convertible Debenture, as determined from time to
time by the Board or the Supervisory Board as the case may be, must be equal to
or greater than the higher of (i) the arithmetical mean of the weighted closing
price of an Ordinary Share in the XETRA closing auction as set by the Frankfurt
Stock Exchange on the five most recent trading days prior to the issuance of the
Convertible Debenture or (ii) the standard quotation for an Ordinary Share on
the Frankfurt Stock Exchange on the date the Registrant issues the Convertible
Debenture.

To calculate the weighted closing price of an Ordinary Share on the Frankfurt
Stock Exchange, the first step is, for each of the five trading days taken into
account, to multiply the number of Ordinary Shares traded at the closing price
by the respective day's closing price. The sum of the resulting product for each
of the five days is divided by the total number of shares traded at the
respective closing prices for the five trading days taken into account, and the
resulting quotient is the weighted closing price. The standard quotation, or
"Einheitskurs," is a stock price determined once each trading day, typically
near the middle of the trading session, by the "Kursmakler," an official
Frankfurt Stock Exchange broker. The standard quotation was created to promote
efficient trading of low-volume securities on the Frankfurt Stock Exchange. The
Kursmakler pools all buy and sell orders received for designated low-volume
securities (although in limited circumstances, the Kursmakler determines a
standard quotation for other securities as well) prior to such mid-day time, and
calculates the standard quotation according to rules that promote trading the
highest volume of such securities possible. The standard quotation for the
Ordinary Shares for each day is currently published in the Official Paper of the
Frankfurt Stock Exchange for Quotations (Amtliches Kursblatt der Frankfurter
Wertpapierborse).

The conversion price and the number of Ordinary Shares into which a Convertible
Debenture may be converted are subject to adjustment in the event of an Ordinary
Share stock split, reverse stock split or certain other reorganizations or
recapitalizations of the Registrant.

A holder of a Convertible Debenture may not convert the Convertible Debenture
into an Ordinary Share unless the holder has satisfied the applicable vesting
requirements. With respect to any block of Convertible Debentures issued, the
holder of such Convertible Debentures may not exercise its conversion rights
with respect to any portion of that block of Convertible Debentures until two
(2) years have passed from the date of issuance of the Convertible Debentures.
Thereafter, the holder may convert, during a Conversion Period, up to fifty
(50%) of its block of Convertible Debentures in one or more transactions. After
twenty-five months, the holder may convert, during a Conversion Period, an
additional one twenty-fourth (1/24) of the remaining Convertible Debentures in
its block in each of the subsequent twenty-four months. After four (4) years
have elapsed from the date of issuance, the holder may convert any remaining
Convertible Debentures in its block until the Convertible Debentures mature at
the expiration of their five year term. If a holder of Convertible Debentures
has not converted them into Ordinary

                                      II-3
Shares prior to the expiration of their five year term, the conversion privilege
expires and the Registrant shall then redeem the outstanding Convertible
Debentures at the issue price plus any accrued interest as of the maturity date.

A holder of a Convertible Debenture does not enjoy any right or privilege of
being a shareholder of the Company before the conversion of a Convertible
Debenture into an Ordinary Share is effective.

In addition, a holder may convert Convertible Debentures only if the holder is
employed by or provides an eligible service to the Registrant or any of its
affiliates. After a holder no longer has such a relationship, the holder may
only convert that portion of Convertible Debentures which the holder was
entitled to convert on the date the relationship terminated and may exercise the
conversion right only during the Conversion Period immediately following the
separation, except in the case of a holder's death, retirement or long-term
disability, in which case the holder's representative may exercise the
conversion right within any of the next four (4) immediately succeeding
Conversion Periods. After the expiration of the Conversion Period immediately
following separation, in the case of a holder who no longer provides an eligible
service to the Registrant or any of it affiliates, or after the expiration of
the fourth successive Conversion Period after the holder's death, retirement or
long-term disability, if applicable, the holder's conversion right lapses. In
the event of a change of control of the Registrant, as more fully described in
the Plan: (i) a holder whose relationship is severed without material cause or
who terminates such relationship for sound cause within one (1) year immediately
following the change of control may exercise all of its Convertible Debentures
pursuant to the requirements of the Plan; and (ii) the Registrant may redeem all
or any part of the outstanding Convertible Debentures as of the time the change
in control is effective, in which event the Registrant will pay the holder of a
Convertible Debenture, no later than five (5) bank working days after the
effective time of the change in control, the difference between the standard
quotation for an Ordinary Share on the date that the change of control became
effective and the conversion price plus accrued interest. In the event that the
Registrant participates in a transaction to be characterized as a pooling of
interests for financial accounting purposes and the Registrant's independent
auditor believes that the existence of the Plan or holders of Convertible
Debentures would cause the proposed transaction to fail to qualify for pooling
of interests treatment, the Registrant may redeem the Convertible Debentures in
the manner described in the immediately preceding sentence.

In the event of an amalgamation, or other economically comparable transaction
including, without limitation, a sale of the essential assets of the Registrant,
the Registrant has the right to redeem all outstanding Convertible Debentures.
To redeem the Convertible Debentures in such an event, the Registrant will pay
each holder with respect to each Convertible Debenture owned by the holder the
amount the Registrant's shareholders received on a per-share basis as a result
of the transaction less the conversion price for the Convertible Debentures.

The conversion of Convertible Debentures into Ordinary Shares is not effective
until the Ordinary Shares have been issued and delivered in compliance with all
applicable laws including without limitation rules of any security exchange upon
which the Ordinary Shares or any security representing the Ordinary Shares are
traded. The Registrant may delay the issuance and delivery of Ordinary Shares
issuable upon conversion of Convertible Debentures until the Registrant has
complied with all applicable laws, including, without limitation, rules of any
security exchange upon which the Ordinary Shares or any security representing
Ordinary Shares are traded. The Registrant may delay the issuance and delivery
of Ordinary Shares issuable upon conversion of a holder's Convertible Debentures
until the Registrant and the holder have complied with the terms and conditions
of the Plan, the ancillary agreements to the Plan and applicable laws. The
Registrant must notify the holder of Convertible Debentures of any such
decision. After receipt of that notice and prior to the Registrant declaring the
conversion effective, the holder of Convertible Debentures may revoke, in
writing, the holder's exercise of conversion rights and the Registrant must
reimburse the holder for any payment of the conversion price the holder may have
tendered to the Registrant.

Ordinary Shares into which Convertible Debentures may be converted may, in
addition, be exchanged into the Registrant's American Depositary Shares in
accordance with the terms and conditions of the Registrant's American Depositary
Receipt Program and the terms and conditions of the Registrant's agreement with
the Depositary, the Bank of New York. The Registrant's registration statement on
Form F-6 filed November 21, 2000 (Registration No. 333-12892) describes the
nature of the Registrant's American Depositary Receipts and the terms,
conditions and costs associated with the Registrant's American Depository
Receipts program.

                                      II-4
The Board may change or amend certain terms and conditions of the Plan from time
to time, if such changes or amendments are within the scope of the terms and
conditions authorized by the Registrant's shareholders. Any change or
modification of the terms and conditions of the Plan not within the scope of the
terms and conditions previously authorized by the Registrant's shareholders
requires the approval of the Registrant's shareholders. Modifications of the
terms of any issued and outstanding Convertible Debenture requires the written
consent of the holder.

ORDINARY SHARES

Please refer to the description of the Ordinary Shares set forth in the
prospectus contained in the Registrant's Registration Statement on Form F-4 (No.
333-12894) filed by the Registrant with the Commission on November 22, 2000.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Neither the Articles of Association of the Registrant nor German law provides
for the indemnification of controlling persons, directors or officers of the
Registrant. The Registrant maintains liability insurance for members of its
Board and Supervisory Board, including insurance against liabilities under the
Securities Act.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

See Index to Exhibits.

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;

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;

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

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.

                                      II-5
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933 each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 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 of 1933 and will be governed by the final adjudication of such issue.

                                      II-6
SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 Bielefeld, Germany, on August 22, 2001.

                              CEYONIQ AKTIENGESELLSCHAFT
                              (Registrant)

                               By:   /s/ HANS-JURGEN BRINTRUP
                                   ---------------------------------------------
                                   Name: Hans-Jurgen Brintrup
                                   Title:  Principal Financial Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Babette Sievers his true and lawful
attorney-in-fact and agent, with full power of substitution or resubstitution,
for him and in his name, place and stead, in any and all capacities (until
revoked in writing) to execute any and all instruments for him and in his name
in the capacities indicated below, which said attorney-in-fact and agent may
deem necessary or advisable to enable the Registrant to comply with the Act, and
any rules, regulations, and requirements of the Commission in connection with
the Registrant's registration statement on Form S-8 regarding the Plan,
including specifically, but without limitation, power and authority to sign for
him, in his name in the capacities indicated below, such registration statement
on Form S-8 and any and all amendments thereto including post-effective
amendments and supplements to such registration statement, and to file the same
with exhibits thereto and other documents in connection therewith, with the
Commission, and to perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he might or could do in
person; and we do each hereby ratify and confirm all that the said
attorney-in-fact and agent shall do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Act, this registration statement
has been signed by the following persons in the capacities and on the dates
below indicated.
SIGNATURE                                    TITLE                                DATE
                 ---------                                    -----                                ----
/s/ HANS-JURGEN BRINTRUP                        Member of the Board of Management,           August 22, 2001
--------------------------------                       Marketing and Sales
Hans-Jurgen Brintrup

/s/ THOMAS WENZKE                               Member of the Board of Management            August 22, 2001
--------------------------------                Principal Financial Director and
Thomas Wenzke                                     Principal Accounting Officer

/s/ MILAN STAHL                                 Member of the Board of Management            August 22, 2001
--------------------------------                Principal Investor Relations and
Milan Stahl                                      Mergers and Acquisition Officer

/s/ GERHARD BURHIG-NEG                          Member of the Board of Management            August 22, 2001
--------------------------------                Principal Human Resources Officer
Gerhard Burhig-Neg

                                      II-7
/s/ UWE SWIENTEK                                         Chairman of the                     August 22, 2001
--------------------------------                        Supervisory Board
Dr. Uwe Swientek

/s/ PETER KUPSCH                                       Vice Chairman of the                  August 22, 2001
--------------------------------                        Supervisory Board
Dr. Peter Kupsch

/s/ JURGEN WITT
--------------------------------                Member of the Supervisory Board              August 22, 2001
Prof. Jurgen Witt

 /s/ JULIA BOWEN                                 Authorized representative in the            August 22, 2001
--------------------------------                     United States of America
Julia A. Bowen

By: /s/ BABETTE SIEVERS                                                                      August 22, 2001
  -------------------------------------
   Babette Sievers, Attorney-in-fact
II-8
EXHIBIT INDEX
EXHIBIT           NAME                                                                    SEQUENTIALLY NUMBERED
        NUMBER            ----                                                                        PAGE LOCATION
        ------                                                                                        -------------
4.1            CEYONIQ Aktiengesellschaft Employee Participation
                          Program 2001and English Translation thereof

           4.2            Articles of Association of the Registrant, as amended,
                          and English language translation thereof

           4.3            Form of loan agreement evidencing a Convertible
                          Debenture and Conversion Exercise and English
                          Translation thereof

           5.1            Opinion of Registrant's Counsel, Babette Sievers, as
                          to the legality of the securities being registered

          23.1            Consents of PWC Deutsche Revision

          23.2            Consent of Babette Sievers (included in Opinion filed
                          as Exhibit 5.1)

          24.1            Power of Attorney is included on the signature page of
                          the Registration Statement.