<PAGE>


    As filed with the Securities and Exchange Commission on January 11, 2001
                                                    Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                           CIPHERGEN BIOSYSTEMS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

<TABLE>
<S>                                         <C>
                    DELAWARE                             33-059-5156
         (STATE OR OTHER JURISDICTION OF                (I.R.S. EMPLOYER
          INCORPORATION OR ORGANIZATION)             IDENTIFICATION NUMBER)
</TABLE>

                              6611 DUMBARTON CIRCLE
                                FREMONT, CA 94555
                                 (510) 505-2100


    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                             1993 STOCK OPTION PLAN
                                 2000 STOCK PLAN
                        2000 EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLANS)

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

                                 WILLIAM E. RICH
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           CIPHERGEN BIOSYSTEMS, INC.
                              6611 DUMBARTON CIRCLE
                                FREMONT, CA 94555
                                 (510) 505-2100


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

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

                                   COPIES TO:
                              MICHAEL J. O'DONNELL
                               RICHARD L. PICHENY
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94304
                                 (650) 493-9300

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


<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE
========================================== ======================= ====================== ====================== ===================
                                                                          PROPOSED
                                                                           MAXIMUM               PROPOSED
                                                    AMOUNT                OFFERING                MAXIMUM
   TITLE OF EACH CLASS OF SECURITIES TO             TO BE                   PRICE                AGGREGATE            AMOUNT OF
              BE REGISTERED                       REGISTERED              PER SHARE           OFFERING PRICE       REGISTRATION FEE
------------------------------------------ ----------------------- ---------------------- ---------------------- ------------------
<S>                                         <C>                     <C>                    <C>                    <C>
1993 Stock Option Plan
Common Stock, $0.001 par value
(currently outstanding options) (1) ......        1,507,216                $ 1.31             $ 1,974,452.96          $   494.00
------------------------------------------ ----------------------- ---------------------- ---------------------- ------------------
1993 Stock Option Plan
Common Stock, $0.001 par value
(options available for future grant)......            --                     --                     --                    --
------------------------------------------ ----------------------- ---------------------- ---------------------- -------------------
TOTAL 1993 STOCK OPTION PLAN SHARES
   REGISTERED.............................        1,507,216
------------------------------------------ ----------------------- ---------------------- ---------------------- -------------------
2000 Stock Plan
Common Stock, $0.001 par value
(currently outstanding options) ..........            --                     --                     --                    --
------------------------------------------ ----------------------- ---------------------- ---------------------- -------------------
2000 Stock Plan
Common Stock, $0.001 par value
(options available for future grant) (2)..        1,075,000                $ 8.31             $ 8,933,250.00          $ 2,233.00
------------------------------------------ ----------------------- ---------------------- ---------------------- -------------------
TOTAL 2000 STOCK PLAN SHARES REGISTERED...        1,075,000
------------------------------------------ ----------------------- ---------------------- ---------------------- -------------------
2000 Employee Stock Purchase Plan
Common Stock, $0.001 par value (3)........          215,000                $ 7.07             $  1,520,050.00         $   380.00
------------------------------------------ ----------------------- ---------------------- ---------------------- -------------------
TOTAL MAXIMUM AGGREGATE OFFERING PRICE....                                                    $ 12,427,752.96
------------------------------------------ ----------------------- ---------------------- ---------------------- -------------------
TOTAL REGISTRATION FEES...................                                                                            $ 3,107.00
========================================== ======================= ====================== ====================== ===================
</TABLE>

(1)  The Proposed Maximum Offering Price Per Share has been estimated in
     accordance with Rule 457(h) under the Securities Act of 1933 solely for the
     purpose of calculating the registration fee. The computation is based upon
     the weighted average exercise price per share of $1.31 as to 1,507,216
     outstanding but unexercised options to purchase Common Stock under the 1993
     Stock Option Plan as of October 3, 2000 (the "Currently Outstanding
     Options").

(2)  The Proposed Maximum Offering Price Per Share has been estimated in
     accordance with Rule 457(h) under the Securities Act of 1933 as to the
     1,075,000 shares of Common Stock authorized for issuance pursuant to the
     2000 Stock Plan solely for the purpose of calculating the registration fee.
     No options have been granted with respect to such shares. The computation
     is based upon the average of the high and low price of the Common Stock as
     reported on the Nasdaq National Market on January 8, 2001, because the
     price at which the options to be granted in the future may be exercised is
     not currently determinable.

(3)  The Proposed Maximum Offering Price Per Share has been estimated in
     accordance with Rule 457(h) under the Securities Act of 1933 solely for the
     purpose of calculating the registration fee. The computation is based upon
     85% (see explanation in following sentence) of the average of the high and
     low price of the Common Stock as reported on the Nasdaq National Market on
     January 8, 2001, because the price at which the options to be granted in
     the future may be exercised is not currently determinable. Pursuant to the
     Employee Stock Purchase Plan, which plan is incorporated by reference
     herein, the Purchase Price of a share of Common Stock shall mean an amount
     equal to 85% of the Fair Market Value of a share of Common Stock on the
     Enrollment Date or the Exercise Date, whichever is lower.

================================================================================
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INFORMATION INCORPORATED BY REFERENCE.

         The following documents and information previously filed with the
Securities and Exchange Commission are hereby incorporated herein by reference:

         (a)      The Registrant's Registration Statement on Form S-1 (File No.
                  333-32812) as amended (the "Registration Statement"), filed
                  pursuant to the Securities Act of 1933, as amended (the
                  "Securities Act"), relating to the Registrant's initial public
                  offering of its Common Stock.

         (b)      The description of the Common Stock of the Registrant that is
                  contained in the Registration Statement on Form 8-A filed
                  pursuant to Section 12 of the Exchange Act on September 22,
                  2000.

         (c)      All documents filed by the Registrant pursuant to Sections
                  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
                  1934 subsequent to the filing of this Registration Statement
                  and prior to the filing of a post-effective amendment that
                  indicates that all securities offered have been sold or that
                  deregisters all securities then remaining unsold, shall be
                  deemed to be incorporated by reference in this Registration
                  Statement and to be part hereof from the date of filing of
                  such documents.

ITEM 4.       DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant has adopted provisions in its Certificate of
Incorporation that eliminate the personal liability of its directors and
officers for monetary damages arising from a breach of their fiduciary duties in
certain circumstances to the fullest extent permitted by law and authorizes the
Registrant to indemnify its directors and officers to the fullest extent
permitted by law. Such limitation of liability does not affect the availability
of equitable remedies such as injunctive relief or rescission.

         The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by the General
Corporation Law of Delaware, including circumstances in which indemnification is
otherwise discretionary under Delaware law. Section 145 of the General
Corporation Law of Delaware provides for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for certain liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933.

                                      II-1
<PAGE>

         The Registrant has entered into indemnification agreements to such
effect with its officers and directors containing provisions which are in some
respects broader than the specific indemnification provisions contained in the
General Corporation Law of Delaware. The indemnification agreements may require
the Company, among other things, to indemnify such officers and directors
against certain liabilities that may arise by reason of their status or service
as directors or officers (other than liabilities arising from willful misconduct
of a culpable nature) and to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified.

         Reference is also made to Section 7 of the Underwriting Agreement for
the Registrant's initial public offering, which provides for the indemnification
of officers, directors and controlling persons of the Registrant against certain
liabilities.

         The Registrant maintains directors' and officers' liability insurance
that includes coverage for securities matters.

         See also the undertakings set forth in response to Item 9.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.       EXHIBITS.

         The Exhibits listed on the accompanying Index to Exhibits are filed as
part hereof, or incorporated by reference into this Registration Statement. (See
Exhibit Index below).

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 to include any material
                           information with respect to the plan of distribution
                           not previously disclosed in the Registration
                           Statement or any material change to such information
                           in the Registration Statement.

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

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

         (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

                                      II-2
<PAGE>

                  therein, and the offering of such securities at that time
                  shall be deemed to be an 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 and is, therefore,
                  unenforceable. In the event that a claim for indemnification
                  against such liabilities (other than the payment by the
                  Registrant of expenses incurred or paid by a director, officer
                  or controlling person of the Registrant in the successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the Registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Securities Act
                  and will be governed by the final adjudication of such issue.


                                      II-3
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Fremont, State of California on January 10, 2001.


                                     CIPHERGEN BIOSYSTEMS, INC.



                                     By:    /s/ William E. Rich, Ph.D.
                                          --------------------------------------
                                          William E. Rich, Ph.D.
                                          President and Chief Executive Officer


                                      II-4
<PAGE>


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William E. Rich and Matthew J. Hogan,
jointly and severally, his or her attorney-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorney-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.

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

<TABLE>
<CAPTION>
                      SIGNATURE                                        TITLE                            DATE
----------------------------------------------------  ----------------------------------------  --------------------
<S>                                                   <C>                                       <C>
   /s/ William E. Rich
-------------------------------------------------      President and Chief Executive Officer      January 10, 2001
                   William E. Rich                     (Principal Executive Officer)


  /s/ Matthew J. Hogan
-------------------------------------------------      Vice President and Chief Financial         January 10, 2001
                  Matthew J. Hogan                     Officer (Principal Financial Officer)


  /s/ Daniel M. Caserza
-------------------------------------------------      Corporate Controller (Principal            January 10, 2001
                  Daniel M. Caserza                    Accounting Officer)


  /s/ John A. Young
-------------------------------------------------      Director                                   December 18, 2000
                    John A. Young


  /s/ Michael J. Callaghan
-------------------------------------------------      Director                                   December 18, 2000
                Michael J. Callaghan


  /s/ Barbara dalton
-------------------------------------------------      Director                                   December 18, 2000
                   Barbara Dalton


  /s/ Jean-Francois Formela
-------------------------------------------------      Director                                   December 19, 2000
                Jean-Francois Formela


  /s/ William R. Green
-------------------------------------------------      Director                                   December 18, 2000
                  William R. Green


  /s/ James L. Rathmann
-------------------------------------------------      Director                                   December 19, 2000
                  James L. Rathmann
</TABLE>



                                      II-5
<PAGE>


<TABLE>
<CAPTION>
                      SIGNATURE                                        TITLE                            DATE
----------------------------------------------------  ----------------------------------------  --------------------
<S>                                                   <C>                                       <C>
  /s/ Daniel Vapnek
-------------------------------------------------      Director                                   December 18, 2000
                    Daniel Vapnek
</TABLE>

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

The employee benefit plans being registered pursuant to this Registration
Statement are subject to administration by the Board of Directors of the
Registrant.


                                      II-6
<PAGE>

                                INDEX TO EXHIBITS



<TABLE>
<CAPTION>
    EXHIBIT NUMBER                                    EXHIBIT DOCUMENT
---------------------  ---------------------------------------------------------------------------
<S>                   <C>
          3.1           Amended and Restated Certificate of Incorporation of Registrant
                        (incorporated by reference to Exhibit 3.2 of Registrant's Registration
                        Statement on Form S-1, File No. 333-32812 (the "Form S-1"))

          3.2           Bylaws of Registrant (incorporated by reference to Exhibit 3.4 of the
                        Form S-1)

          5.1           Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as to
                        the legality of securities being registered

         10.1           1993 Stock Option Plan (incorporated by reference to Exhibit 10.3 of the
                        Form S-1)

         10.2           2000 Stock Plan (incorporated by reference to Exhibit 10.5 of the Form S-1)

         10.6           2000 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.6
                        of the Form S-1)

         23.1           Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
                        (contained in Exhibit 5.1 hereto)

         23.2           Consent of PricewaterhouseCoopers LLP, Independent Accountants

         24.1           Power of Attorney (see page II-5)
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "a2034939zs-8.txt", "description": "S-8", "secsgml_size_bytes": 22674}]
{"company-data": {"conformed-name": "CIPHERGEN BIOSYSTEMS INC", "cik": "0000926617", "assigned-sic": "8731", "irs-number": "330595156", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53530", "film-number": "1506957"}, "business-address": {"street1": "490 SAN ANTONIO RD", "street2": "STE 201", "city": "PALO ALTO", "state": "CA", "zip": "94306", "phone": "6504963770"}, "mail-address": {"street1": "490 SAN ANTONIO ROAD", "city": "PALO ALTO", "state": "CA", "zip": "94304"}}
As filed with the Securities and Exchange Commission on January 11, 2001
                                                    Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                           CIPHERGEN BIOSYSTEMS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                            ------------------------
DELAWARE                             33-059-5156
         (STATE OR OTHER JURISDICTION OF                (I.R.S. EMPLOYER
          INCORPORATION OR ORGANIZATION)             IDENTIFICATION NUMBER)
6611 DUMBARTON CIRCLE
                                FREMONT, CA 94555
                                 (510) 505-2100

    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                             1993 STOCK OPTION PLAN
                                 2000 STOCK PLAN
                        2000 EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLANS)

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

                                 WILLIAM E. RICH
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           CIPHERGEN BIOSYSTEMS, INC.
                              6611 DUMBARTON CIRCLE
                                FREMONT, CA 94555
                                 (510) 505-2100

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

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

                                   COPIES TO:
                              MICHAEL J. O'DONNELL
                               RICHARD L. PICHENY
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94304
                                 (650) 493-9300

                            ------------------------
CALCULATION OF REGISTRATION FEE
========================================== ======================= ====================== ====================== ===================
                                                                          PROPOSED
                                                                           MAXIMUM               PROPOSED
                                                    AMOUNT                OFFERING                MAXIMUM
   TITLE OF EACH CLASS OF SECURITIES TO             TO BE                   PRICE                AGGREGATE            AMOUNT OF
              BE REGISTERED                       REGISTERED              PER SHARE           OFFERING PRICE       REGISTRATION FEE
------------------------------------------ ----------------------- ---------------------- ---------------------- ------------------
1993 Stock Option Plan
Common Stock, $0.001 par value
(currently outstanding options) (1) ......        1,507,216                $ 1.31             $ 1,974,452.96          $   494.00
------------------------------------------ ----------------------- ---------------------- ---------------------- ------------------
1993 Stock Option Plan
Common Stock, $0.001 par value
(options available for future grant)......            --                     --                     --                    --
------------------------------------------ ----------------------- ---------------------- ---------------------- -------------------
TOTAL 1993 STOCK OPTION PLAN SHARES
   REGISTERED.............................        1,507,216
------------------------------------------ ----------------------- ---------------------- ---------------------- -------------------
2000 Stock Plan
Common Stock, $0.001 par value
(currently outstanding options) ..........            --                     --                     --                    --
------------------------------------------ ----------------------- ---------------------- ---------------------- -------------------
2000 Stock Plan
Common Stock, $0.001 par value
(options available for future grant) (2)..        1,075,000                $ 8.31             $ 8,933,250.00          $ 2,233.00
------------------------------------------ ----------------------- ---------------------- ---------------------- -------------------
TOTAL 2000 STOCK PLAN SHARES REGISTERED...        1,075,000
------------------------------------------ ----------------------- ---------------------- ---------------------- -------------------
2000 Employee Stock Purchase Plan
Common Stock, $0.001 par value (3)........          215,000                $ 7.07             $  1,520,050.00         $   380.00
------------------------------------------ ----------------------- ---------------------- ---------------------- -------------------
TOTAL MAXIMUM AGGREGATE OFFERING PRICE....                                                    $ 12,427,752.96
------------------------------------------ ----------------------- ---------------------- ---------------------- -------------------
TOTAL REGISTRATION FEES...................                                                                            $ 3,107.00
========================================== ======================= ====================== ====================== ===================
(1)  The Proposed Maximum Offering Price Per Share has been estimated in
     accordance with Rule 457(h) under the Securities Act of 1933 solely for the
     purpose of calculating the registration fee. The computation is based upon
     the weighted average exercise price per share of $1.31 as to 1,507,216
     outstanding but unexercised options to purchase Common Stock under the 1993
     Stock Option Plan as of October 3, 2000 (the "Currently Outstanding
     Options").

(2)  The Proposed Maximum Offering Price Per Share has been estimated in
     accordance with Rule 457(h) under the Securities Act of 1933 as to the
     1,075,000 shares of Common Stock authorized for issuance pursuant to the
     2000 Stock Plan solely for the purpose of calculating the registration fee.
     No options have been granted with respect to such shares. The computation
     is based upon the average of the high and low price of the Common Stock as
     reported on the Nasdaq National Market on January 8, 2001, because the
     price at which the options to be granted in the future may be exercised is
     not currently determinable.

(3)  The Proposed Maximum Offering Price Per Share has been estimated in
     accordance with Rule 457(h) under the Securities Act of 1933 solely for the
     purpose of calculating the registration fee. The computation is based upon
     85% (see explanation in following sentence) of the average of the high and
     low price of the Common Stock as reported on the Nasdaq National Market on
     January 8, 2001, because the price at which the options to be granted in
     the future may be exercised is not currently determinable. Pursuant to the
     Employee Stock Purchase Plan, which plan is incorporated by reference
     herein, the Purchase Price of a share of Common Stock shall mean an amount
     equal to 85% of the Fair Market Value of a share of Common Stock on the
     Enrollment Date or the Exercise Date, whichever is lower.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INFORMATION INCORPORATED BY REFERENCE.

         The following documents and information previously filed with the
Securities and Exchange Commission are hereby incorporated herein by reference:

         (a)      The Registrant's Registration Statement on Form S-1 (File No.
                  333-32812) as amended (the "Registration Statement"), filed
                  pursuant to the Securities Act of 1933, as amended (the
                  "Securities Act"), relating to the Registrant's initial public
                  offering of its Common Stock.

         (b)      The description of the Common Stock of the Registrant that is
                  contained in the Registration Statement on Form 8-A filed
                  pursuant to Section 12 of the Exchange Act on September 22,
                  2000.

         (c)      All documents filed by the Registrant pursuant to Sections
                  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
                  1934 subsequent to the filing of this Registration Statement
                  and prior to the filing of a post-effective amendment that
                  indicates that all securities offered have been sold or that
                  deregisters all securities then remaining unsold, shall be
                  deemed to be incorporated by reference in this Registration
                  Statement and to be part hereof from the date of filing of
                  such documents.

ITEM 4.       DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant has adopted provisions in its Certificate of
Incorporation that eliminate the personal liability of its directors and
officers for monetary damages arising from a breach of their fiduciary duties in
certain circumstances to the fullest extent permitted by law and authorizes the
Registrant to indemnify its directors and officers to the fullest extent
permitted by law. Such limitation of liability does not affect the availability
of equitable remedies such as injunctive relief or rescission.

         The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by the General
Corporation Law of Delaware, including circumstances in which indemnification is
otherwise discretionary under Delaware law. Section 145 of the General
Corporation Law of Delaware provides for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for certain liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933.

                                      II-1
The Registrant has entered into indemnification agreements to such
effect with its officers and directors containing provisions which are in some
respects broader than the specific indemnification provisions contained in the
General Corporation Law of Delaware. The indemnification agreements may require
the Company, among other things, to indemnify such officers and directors
against certain liabilities that may arise by reason of their status or service
as directors or officers (other than liabilities arising from willful misconduct
of a culpable nature) and to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified.

         Reference is also made to Section 7 of the Underwriting Agreement for
the Registrant's initial public offering, which provides for the indemnification
of officers, directors and controlling persons of the Registrant against certain
liabilities.

         The Registrant maintains directors' and officers' liability insurance
that includes coverage for securities matters.

         See also the undertakings set forth in response to Item 9.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.       EXHIBITS.

         The Exhibits listed on the accompanying Index to Exhibits are filed as
part hereof, or incorporated by reference into this Registration Statement. (See
Exhibit Index below).

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 to include any material
                           information with respect to the plan of distribution
                           not previously disclosed in the Registration
                           Statement or any material change to such information
                           in the Registration Statement.

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

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

         (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

                                      II-2
therein, and the offering of such securities at that time
                  shall be deemed to be an 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 and is, therefore,
                  unenforceable. In the event that a claim for indemnification
                  against such liabilities (other than the payment by the
                  Registrant of expenses incurred or paid by a director, officer
                  or controlling person of the Registrant in the successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the Registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Securities Act
                  and will be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Fremont, State of California on January 10, 2001.

                                     CIPHERGEN BIOSYSTEMS, INC.

                                     By:    /s/ William E. Rich, Ph.D.
                                          --------------------------------------
                                          William E. Rich, Ph.D.
                                          President and Chief Executive Officer

                                      II-4
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William E. Rich and Matthew J. Hogan,
jointly and severally, his or her attorney-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorney-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE                                        TITLE                            DATE
----------------------------------------------------  ----------------------------------------  --------------------
/s/ William E. Rich
-------------------------------------------------      President and Chief Executive Officer      January 10, 2001
                   William E. Rich                     (Principal Executive Officer)

  /s/ Matthew J. Hogan
-------------------------------------------------      Vice President and Chief Financial         January 10, 2001
                  Matthew J. Hogan                     Officer (Principal Financial Officer)

  /s/ Daniel M. Caserza
-------------------------------------------------      Corporate Controller (Principal            January 10, 2001
                  Daniel M. Caserza                    Accounting Officer)

  /s/ John A. Young
-------------------------------------------------      Director                                   December 18, 2000
                    John A. Young

  /s/ Michael J. Callaghan
-------------------------------------------------      Director                                   December 18, 2000
                Michael J. Callaghan

  /s/ Barbara dalton
-------------------------------------------------      Director                                   December 18, 2000
                   Barbara Dalton

  /s/ Jean-Francois Formela
-------------------------------------------------      Director                                   December 19, 2000
                Jean-Francois Formela

  /s/ William R. Green
-------------------------------------------------      Director                                   December 18, 2000
                  William R. Green

  /s/ James L. Rathmann
-------------------------------------------------      Director                                   December 19, 2000
                  James L. Rathmann
II-5
SIGNATURE                                        TITLE                            DATE
----------------------------------------------------  ----------------------------------------  --------------------
/s/ Daniel Vapnek
-------------------------------------------------      Director                                   December 18, 2000
                    Daniel Vapnek
------------------------------------------

The employee benefit plans being registered pursuant to this Registration
Statement are subject to administration by the Board of Directors of the
Registrant.

                                      II-6
INDEX TO EXHIBITS
EXHIBIT NUMBER                                    EXHIBIT DOCUMENT
---------------------  ---------------------------------------------------------------------------
3.1           Amended and Restated Certificate of Incorporation of Registrant
                        (incorporated by reference to Exhibit 3.2 of Registrant's Registration
                        Statement on Form S-1, File No. 333-32812 (the "Form S-1"))

          3.2           Bylaws of Registrant (incorporated by reference to Exhibit 3.4 of the
                        Form S-1)

          5.1           Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as to
                        the legality of securities being registered

         10.1           1993 Stock Option Plan (incorporated by reference to Exhibit 10.3 of the
                        Form S-1)

         10.2           2000 Stock Plan (incorporated by reference to Exhibit 10.5 of the Form S-1)

         10.6           2000 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.6
                        of the Form S-1)

         23.1           Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
                        (contained in Exhibit 5.1 hereto)

         23.2           Consent of PricewaterhouseCoopers LLP, Independent Accountants

         24.1           Power of Attorney (see page II-5)