content: ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                           -------------------------------
                                      FORM S-8
                REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933
                           -------------------------------
  
                                    XCELERA INC.
                                =====================
               (Exact name of registrant as specified in its charter)
  <TABLE>
  <S>                                                           <C>
                  Cayman Islands                                              None
                  --------------                                              ----
  (State or other jurisdiction of incorporation or              (I.R.S. Employer Identification No.)
                  organization)
  
                P.O. Box 309, Ugland House
                    South Church Street
                       Grand Cayman
            Cayman Islands, British West Indies                               None
            -----------------------------------                               ----
               (Address of Principal Office)                               (Zip Code)
  </TABLE>
  
                           Xcelera Inc. 1998 Option Grants
                           -------------------------------
                              (Full title of the plan)
  
                                  Alexander M. Vik
                               Chief Executive Officer
                             P.O. Box 309, Ugland House
                                 South Church Street
                                    Grand Cayman
                         Cayman Islands, British West Indies
                         -----------------------------------
                       (Name and address of agent for service)
  
                                   (203) 622-1610
                                   --------------
            (Telephone number, including area code of agent for service)
  
                                      Copy to:
  
                               Gareth Griffiths, Esq.
                                  Maples and Calder
                                    Ugland House
                                 South Church Street
                                    Grand Cayman
                         Cayman Islands, British West Indies
                                   (345) 949-8066
  
  <PAGE>
  <TABLE>
  <CAPTION>
  
                           CALCULATION OF REGISTRATION FEE
  
  =============================================================================================================
                                                      Proposed            Proposed
                                                       maximum             maximum
    Title of securities       Amount to be        offering price per   aggregate offering         Amount of
     to be registered          registered             share(2)             price(2)            registration fee
  -------------------------------------------------------------------------------------------------------------
    <S>                      <C>                        <C>               <C>                    <C>
     Ordinary Shares,
    par value $.01 per
         share               18,000,000 (1)             $.76              $ 13,680,000           $1,258.56
  =============================================================================================================
  </TABLE>
  
  (1) This Registration Statement shall also cover any additional shares of
      Ordinary Shares which become issuable under the Plan being registered
      pursuant to this Registration Statement by reason of any stock dividend,
      stock split, recapitalization or any other similar transaction effected
      without the receipt of consideration which results in an increase in the
      number of the Registrant's outstanding shares of Ordinary Shares.
  
  (2) Calculated pursuant to Rule 457(h) of the rules and regulations under the
      Securities Act of 1933 solely for the purpose of calculating the
      registration fee, based upon the closing price for the Ordinary Shares as
      reported on The American Stock Exchange on December 10, 2002.
  
  ================================================================================
  
  <PAGE>
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           This Registration Statement relates to the offer and sale by Xcelera
  Inc., a Cayman Islands company (the "Company"), of up to an aggregate of
  18,000,000 of its Ordinary Shares, par value $.01 per share (the "Common
  Stock"), which may be sold upon exercise of options granted on April 30, 1998 by
  the Company to Messrs. Alexander M. Vik, Chairman and Chief Executive Officer of
  the Company and Gustav M. Vik, Secretary, Treasurer and a director of the
  Company, to purchase, respectively, 12,000,000, and 6,000,000 shares of Common
  Stock of the Company at $0.14 per share. The options, which are nontransferable,
  are fully vested and have a term of 10 years. Prior to April 30, 2008, the
  options will terminate one year after the optionee's status as an officer and
  director terminates for any reason. The number of Option Shares and exercise
  price are subject to adjustments upon the occurrence of certain events.
  
           The documents containing the information specified in Part 1 of the
  Form S-8 Registration Statement under the Securities Act of 1933 (the "1933
  Act") are not being filed as part of this Registration Statement in accordance
  with the Note to Part I of the Form S-8 registration statement but will be sent
  or given to Messrs. Alexander M. Vik and Gustav M. Vik in accordance with Rule
  428(b)(1) under the 1933 Act.
  
  <PAGE>
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.           Incorporation of Documents By Reference
  
           The following documents filed by the Company with the Securities and
  Exchange Commission (the "Commission") are incorporated into this Registration
  Statement by reference:
  
                    1. The Company's Annual Report on Form 20-F for the year ended
                    January 31, 2002;
  
                    2. The Company's Current Report on Form 6-K filed on August 2,
                    2002;
  
           All documents filed by the Company with the Commission pursuant to
  Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the
  "1934 Act") after the date of this Registration Statement and prior to the
  filing of a post-effective amendment which indicates that all securities offered
  have been sold or which deregisters all securities then remaining unsold, shall
  be deemed to be incorporated by reference into this Registration Statement and
  to be a part hereof from the date of filing of such documents.
  
           To the extent that independent public accountants audit and report on
  financial statements of the Company issued at future dates, and consent to the
  use of their reports thereon, such financial statements shall also be
  incorporated by reference in this Registration Statement in reliance upon their
  reports and their authority as experts in accounting and auditing.
  
  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 Company's Articles of Association contain provisions concerning the
  indemnification of officers, directors, employees and agents.
  
  Item 7.           Exemption from Registration Claimed
  
           Not applicable.
  
  Item 8.           Exhibits
  
  Exhibit 4(a)      The Company's Certificate of Incorporation (incorporated
                    by reference to Exhibit 1(a) to the Company's Registration
                    Statement on Form 20-F Registration No._ 1-9129).
  Exhibit 4(b)      The Company's Memorandum and Articles of Association
                    (incorporated by reference to Exhibit 1(b) to the Company's
                    Registration Statement on Form 20-F Registration No. 1-9129).
  Exhibit 5         Opinion of Maples and Calder
  Exhibit 23(a)     Consent of Deloitte & Touche LLP
  Exhibit 23(b)     Consent of Maples and Calder (included in Exhibit 5)
  
  Item 9.  Undertakings
  
           (a)      The Company hereby undertakes:
  
                    (1) To file, during any period in which offers or sales are
           being made, a post-effective amendment to this Registration Statement:
  
                                        II-1
  <PAGE>
  
                             (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 this Registration
                    Statement (or the most recent post-effective amendment hereof)
                    which, individually or in the aggregate, represent a
                    fundamental change in the information set forth in this
                    Registration Statement;
  
                             (iii) To include any material information with
                    respect to the plan of distribution not previously disclosed
                    in this Registration Statement or any material change to such
                    information in this Registration Statement;
  
           Provided, however, that the undertakings set forth in paragraphs
  (a)(1)(i) and (a)(1)(ii) above 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 Company pursuant to Section 13 or Section 15(d) of
  the Securities Exchange Act of 1934 that are incorporated by reference in this
  Registration Statement.
  
                    (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 Company hereby undertakes that, for purposes of determining any
  liability under the Securities Act of 1933, each filing of the Company'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 any employee benefit plan's
  annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
  that is incorporated by reference in this Registration Statement shall be deemed
  to be a new registration statement relating to the securities offered herein,
  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 Company pursuant to the foregoing provisions, or otherwise, the
  Company has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in that
  Act and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the Company
  of expenses incurred or paid by a director, officer or controlling person of the
  Company 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 Company 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 that Act and will be governed by the final
  adjudication of such issue.
  
  <PAGE>
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the Company
  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 Greenwich, Connecticut, on December 10, 2002.
  
                                     XCELERA INC.
  
                                     By:      Alexander M. Vik
                                         ---------------------
                                              Alexander M. Vik
                                              President
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities shown on the __ day of December 2002.
  <TABLE>
  <CAPTION>
  
  Name                                   Title                                         Date
  ----                                   -----                                         ----
  <S>                                    <C>                                           <C>
  Alexander M. Vik                       Chairman of the Board                         December 9, 2002
  -----------------------------------    and President
  Alexander M. Vik                       (Principal Executive officer)
  
  Michael J. Kugler                      Director and Executive Vice President         December 9, 2002
  -----------------------------------
  Michael J. Kugler
  
  Hans Eirik Olav                        Director                                      December 9, 2002
  -----------------------------------
  Hans Eirik Olav
  
  Gustav M. Vik                          Secretary, Treasurer and Director             December 9, 2002
  -----------------------------------    (Principal financial and accounting officer)
  Gustav M. Vik
  </TABLE>
  
  <PAGE>
  
                                    Exhibit Index
  Exhibit           4(a) The Company's Certificate of Incorporation (incorporated
                    by reference to Exhibit 1(a) to the Company's Registration
                    Statement on Form 20-F Registration No. 1-9129) .
  Exhibit           4(b) The Company's Memorandum and Articles of Association
                    (incorporated by reference to Exhibit 1(b) to the Company's
                    Registration Statement on Form 20-F Registration No. 1-9129) .
  Exhibit 5         Opinion of Maples and Calder
  Exhibit 23(a)     Consent of Deloitte & Touche LLP
  Exhibit 23(b)     Consent of Maples and Calder (included in Exhibit 5)
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "d11605.txt", "secsgml_size_bytes": 14951}]
metadata_filer: {"company-data": {"conformed-name": "XCELERA INC", "cik": "0000792857", "assigned-sic": "7011", "irs-number": "000000000", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101797", "film-number": "02855686"}, "business-address": {"street1": "C/O RHB TRUST CO LTD - ONE REGIS PL", "street2": "P O BOX 1787", "city": "GRAND CAYMAN CAYMAN", "state": "E9", "zip": "75008", "phone": "8099497500"}, "mail-address": {"street1": "UGLAND HOUSE S CHURCH ST", "city": "GRAND CAYMAN WEST INDIES", "state": "E9", "zip": "00000"}, "former-company": [{"former-conformed-name": "SCANDINAVIA FUND INC", "date-changed": "19881011"}, {"former-conformed-name": "SCANDINAVIA COMPANY INC", "date-changed": "19920703"}, {"former-conformed-name": "SCANDINAVIA CO INC", "date-changed": "19940801"}]}
text: ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                           -------------------------------
                                      FORM S-8
                REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933
                           -------------------------------
  
                                    XCELERA INC.
                                =====================
               (Exact name of registrant as specified in its charter)
  Cayman Islands                                              None
                  --------------                                              ----
  (State or other jurisdiction of incorporation or              (I.R.S. Employer Identification No.)
                  organization)
  
                P.O. Box 309, Ugland House
                    South Church Street
                       Grand Cayman
            Cayman Islands, British West Indies                               None
            -----------------------------------                               ----
               (Address of Principal Office)                               (Zip Code)
  Xcelera Inc. 1998 Option Grants
                           -------------------------------
                              (Full title of the plan)
  
                                  Alexander M. Vik
                               Chief Executive Officer
                             P.O. Box 309, Ugland House
                                 South Church Street
                                    Grand Cayman
                         Cayman Islands, British West Indies
                         -----------------------------------
                       (Name and address of agent for service)
  
                                   (203) 622-1610
                                   --------------
            (Telephone number, including area code of agent for service)
  
                                      Copy to:
  
                               Gareth Griffiths, Esq.
                                  Maples and Calder
                                    Ugland House
                                 South Church Street
                                    Grand Cayman
                         Cayman Islands, British West Indies
                                   (345) 949-8066
  CALCULATION OF REGISTRATION FEE
  
  =============================================================================================================
                                                      Proposed            Proposed
                                                       maximum             maximum
    Title of securities       Amount to be        offering price per   aggregate offering         Amount of
     to be registered          registered             share(2)             price(2)            registration fee
  -------------------------------------------------------------------------------------------------------------
  Ordinary Shares,
    par value $.01 per
         share               18,000,000 (1)             $.76              $ 13,680,000           $1,258.56
  =============================================================================================================
  (1) This Registration Statement shall also cover any additional shares of
      Ordinary Shares which become issuable under the Plan being registered
      pursuant to this Registration Statement by reason of any stock dividend,
      stock split, recapitalization or any other similar transaction effected
      without the receipt of consideration which results in an increase in the
      number of the Registrant's outstanding shares of Ordinary Shares.
  
  (2) Calculated pursuant to Rule 457(h) of the rules and regulations under the
      Securities Act of 1933 solely for the purpose of calculating the
      registration fee, based upon the closing price for the Ordinary Shares as
      reported on The American Stock Exchange on December 10, 2002.
  
  ================================================================================
  PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           This Registration Statement relates to the offer and sale by Xcelera
  Inc., a Cayman Islands company (the "Company"), of up to an aggregate of
  18,000,000 of its Ordinary Shares, par value $.01 per share (the "Common
  Stock"), which may be sold upon exercise of options granted on April 30, 1998 by
  the Company to Messrs. Alexander M. Vik, Chairman and Chief Executive Officer of
  the Company and Gustav M. Vik, Secretary, Treasurer and a director of the
  Company, to purchase, respectively, 12,000,000, and 6,000,000 shares of Common
  Stock of the Company at $0.14 per share. The options, which are nontransferable,
  are fully vested and have a term of 10 years. Prior to April 30, 2008, the
  options will terminate one year after the optionee's status as an officer and
  director terminates for any reason. The number of Option Shares and exercise
  price are subject to adjustments upon the occurrence of certain events.
  
           The documents containing the information specified in Part 1 of the
  Form S-8 Registration Statement under the Securities Act of 1933 (the "1933
  Act") are not being filed as part of this Registration Statement in accordance
  with the Note to Part I of the Form S-8 registration statement but will be sent
  or given to Messrs. Alexander M. Vik and Gustav M. Vik in accordance with Rule
  428(b)(1) under the 1933 Act.
  PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.           Incorporation of Documents By Reference
  
           The following documents filed by the Company with the Securities and
  Exchange Commission (the "Commission") are incorporated into this Registration
  Statement by reference:
  
                    1. The Company's Annual Report on Form 20-F for the year ended
                    January 31, 2002;
  
                    2. The Company's Current Report on Form 6-K filed on August 2,
                    2002;
  
           All documents filed by the Company with the Commission pursuant to
  Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the
  "1934 Act") after the date of this Registration Statement and prior to the
  filing of a post-effective amendment which indicates that all securities offered
  have been sold or which deregisters all securities then remaining unsold, shall
  be deemed to be incorporated by reference into this Registration Statement and
  to be a part hereof from the date of filing of such documents.
  
           To the extent that independent public accountants audit and report on
  financial statements of the Company issued at future dates, and consent to the
  use of their reports thereon, such financial statements shall also be
  incorporated by reference in this Registration Statement in reliance upon their
  reports and their authority as experts in accounting and auditing.
  
  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 Company's Articles of Association contain provisions concerning the
  indemnification of officers, directors, employees and agents.
  
  Item 7.           Exemption from Registration Claimed
  
           Not applicable.
  
  Item 8.           Exhibits
  
  Exhibit 4(a)      The Company's Certificate of Incorporation (incorporated
                    by reference to Exhibit 1(a) to the Company's Registration
                    Statement on Form 20-F Registration No._ 1-9129).
  Exhibit 4(b)      The Company's Memorandum and Articles of Association
                    (incorporated by reference to Exhibit 1(b) to the Company's
                    Registration Statement on Form 20-F Registration No. 1-9129).
  Exhibit 5         Opinion of Maples and Calder
  Exhibit 23(a)     Consent of Deloitte & Touche LLP
  Exhibit 23(b)     Consent of Maples and Calder (included in Exhibit 5)
  
  Item 9.  Undertakings
  
           (a)      The Company hereby undertakes:
  
                    (1) To file, during any period in which offers or sales are
           being made, a post-effective amendment to this Registration Statement:
  
                                        II-1
  (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 this Registration
                    Statement (or the most recent post-effective amendment hereof)
                    which, individually or in the aggregate, represent a
                    fundamental change in the information set forth in this
                    Registration Statement;
  
                             (iii) To include any material information with
                    respect to the plan of distribution not previously disclosed
                    in this Registration Statement or any material change to such
                    information in this Registration Statement;
  
           Provided, however, that the undertakings set forth in paragraphs
  (a)(1)(i) and (a)(1)(ii) above 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 Company pursuant to Section 13 or Section 15(d) of
  the Securities Exchange Act of 1934 that are incorporated by reference in this
  Registration Statement.
  
                    (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 Company hereby undertakes that, for purposes of determining any
  liability under the Securities Act of 1933, each filing of the Company'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 any employee benefit plan's
  annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
  that is incorporated by reference in this Registration Statement shall be deemed
  to be a new registration statement relating to the securities offered herein,
  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 Company pursuant to the foregoing provisions, or otherwise, the
  Company has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in that
  Act and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the Company
  of expenses incurred or paid by a director, officer or controlling person of the
  Company 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 Company 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 that Act and will be governed by the final
  adjudication of such issue.
  SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the Company
  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 Greenwich, Connecticut, on December 10, 2002.
  
                                     XCELERA INC.
  
                                     By:      Alexander M. Vik
                                         ---------------------
                                              Alexander M. Vik
                                              President
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities shown on the __ day of December 2002.
  Name                                   Title                                         Date
  ----                                   -----                                         ----
  Alexander M. Vik                       Chairman of the Board                         December 9, 2002
  -----------------------------------    and President
  Alexander M. Vik                       (Principal Executive officer)
  
  Michael J. Kugler                      Director and Executive Vice President         December 9, 2002
  -----------------------------------
  Michael J. Kugler
  
  Hans Eirik Olav                        Director                                      December 9, 2002
  -----------------------------------
  Hans Eirik Olav
  
  Gustav M. Vik                          Secretary, Treasurer and Director             December 9, 2002
  -----------------------------------    (Principal financial and accounting officer)
  Gustav M. Vik
  Exhibit Index
  Exhibit           4(a) The Company's Certificate of Incorporation (incorporated
                    by reference to Exhibit 1(a) to the Company's Registration
                    Statement on Form 20-F Registration No. 1-9129) .
  Exhibit           4(b) The Company's Memorandum and Articles of Association
                    (incorporated by reference to Exhibit 1(b) to the Company's
                    Registration Statement on Form 20-F Registration No. 1-9129) .
  Exhibit 5         Opinion of Maples and Calder
  Exhibit 23(a)     Consent of Deloitte & Touche LLP
  Exhibit 23(b)     Consent of Maples and Calder (included in Exhibit 5)