<PAGE>   1

      As filed with the Securities and Exchange Commission on June 7, 2000
                                              Registration No. 333-_____________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                 LIGHTSPAN, INC.
             (Exact Name Of Registrant As Specified In Its Charter)

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

                 DELAWARE                                33-0585210
     (State or Other Jurisdiction of        (I.R.S. Employer Identification No.)
     Incorporation or Organization)

                            10140 CAMPUS POINT DRIVE
                               SAN DIEGO, CA 92121
                                 (858) 824-8000
                    (Address Of Principal Executive Offices)

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

               ACADEMIC SYSTEMS CORPORATION 1992 STOCK OPTION PLAN
                           2000 EQUITY INCENTIVE PLAN
                        2000 EMPLOYEE STOCK PURCHASE PLAN
                           (Full Title Of The Plan(s))

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

                                 John T. Kernan
                             Chief Executive Officer
                                 LIGHTSPAN, INC.
                            10140 Campus Point Drive
                               San Diego, CA 92121
                                 (858) 824-8000
            (Name, Address, Including Zip Code, And Telephone Number,
                   Including Area Code, Of Agent For Service)

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

                                   Copies to:
                           Christopher J. Kearns, Esq.
                               COOLEY GODWARD LLP
                        4365 Executive Drive, Suite 1100
                               San Diego, CA 92121
                                 (858) 550-6000

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


<PAGE>   2


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================
<S>                       <C>                 <C>                 <C>                        <C>
                                              PROPOSED MAXIMUM     PROPOSED MAXIMUM           AMOUNT OF
 TITLE OF SECURITIES        AMOUNT TO BE       OFFERING PRICE     AGGREGATE OFFERING         REGISTRATION
   TO BE REGISTERED        REGISTERED (1)       PER SHARE (2)         PRICE (2)                   FEE
----------------------------------------------------------------------------------------------------------
     Common Stock
  (par value $.001)       5,482,063 shares          $6.00           $32,904,213.16              $8,687
==========================================================================================================
</TABLE>

(1)     This registration statement shall also cover any additional shares of
        Common Stock which shall become issuable under the Academic Systems
        Corporation 1992 Stock Option Plan (1992 Plan), the 2000 Equity
        Incentive Plan (2000 Plan) and the 2000 Employee Stock Purchase Plan
        (2000 ESP Plan) 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 Common Stock.

(2)     Estimated solely for the purpose of calculating the amount of the
        registration fee pursuant to Rule 457 of the Securities Act of 1933, as
        amended, (the "Securities Act"). The price per share and the aggregate
        offering price are calculated on the basis of (a) the weighted average
        exercise price for shares subject to outstanding options granted under
        the 1992 Plan and the 2000 Plan and (b) the average of the high and low
        sales prices of Registrant's Common Stock on June 1, 2000, as reported
        on the NASDAQ National Market for the shares issuable under the
        Company's 2000 Plan and 2000 ESP Plan registered hereunder, as more
        fully described as follows:

<TABLE>
<CAPTION>
        -----------------------------------------------------------------------------------------------------
        <S>                                                   <C>            <C>            <C>
                                                                             OFFERING
                                                              NUMBER OF      PRICE PER         AGGREGATE
                     TYPE OF SHARES                             SHARES         SHARE         OFFERING PRICE
        -----------------------------------------------------------------------------------------------------
        Common Stock issuable pursuant to outstanding           225,134        $1.65*          $371,471.10
        options under the Academic Systems Corporation
        1992 Equity Incentive Plan
        -----------------------------------------------------------------------------------------------------
        Common Stock issuable pursuant to outstanding         3,697,450        $5.24*       $19,374,638.00
        options under the 2000 Equity Incentive Plan
        -----------------------------------------------------------------------------------------------------
        Common Stock issuable under the 2000 Equity           1,059,479        $8.44         $8,939,354.06
        Incentive Plan
        -----------------------------------------------------------------------------------------------------
        Common Stock issuable under the 2000 Employee           500,000        $8.44         $4,218,750.00
        Stock Purchase Plan
        -----------------------------------------------------------------------------------------------------
          *weighted average exercise price
</TABLE>


<PAGE>   3



                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The following documents filed by LIGHTSPAN, INC. (the "Company" or the
"Registrant") with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:

        (a) The prospectus contained in the Form S-1 Registration Statement (No.
333-90103) filed by Lightspan, Inc. with the Securities and Exchange Commission
(the "Commission") on November 1, 1999 as amended through the date hereof (the
"Form S-1").

        (b) The Company's latest annual report on Form 10-K, as amended, filed
with the Commission on April 28, 2000, and amended on May 11, 2000.

        (c) The Company's definitive proxy materials filed with the Commission
on May 22, 2000.

        (d) The description of the Company's Common Stock which is contained in
the Registrant's Registration Statement on Form 8-A filed with the Commission on
February 14, 2000, under the Securities Exchange Act of 1934, as amended, (the
"Exchange Act"), including any amendment or report filed for the purpose of
updating such description.

        All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.


                            DESCRIPTION OF SECURITIES

        Not Applicable


                     INTERESTS OF NAMED EXPERTS AND COUNSEL

        An investment fund created by Cooley Godward LLP, counsel for the
Company, owns an aggregate of 35,000 shares of common stock of the Company.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Under Section 145 of the Delaware General Corporation Law, the
Registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act of 1933, as amended.

        The Registrant's Certificate of Incorporation and Bylaws include
provisions to (i) eliminate the personal liability of its directors for monetary
damages resulting from breaches of their fiduciary duty to the extent permitted
by Section 102(b)(7) of the General Corporation Law of Delaware (the "Delaware
Law") and (ii) require the Registrant to indemnify its Directors and officers to
the fullest extent permitted by Section 145 of the Delaware Law, including
circumstances in which indemnification is otherwise discretionary. Pursuant to
Section 145 of the Delaware Law, a corporation generally has the power to
indemnify its present and former directors, officers, employees and agents
against expenses incurred by them in connection with any suit to which they are
or are threatened to be made, a party by reason of their serving in such
positions so long as they acted in good faith and in a manner they reasonably
believed to be in or not opposed to, the best interests of the corporation and
with respect to any criminal action, they had no reasonable cause to believe
their conduct was unlawful. The Registrant believes that these provisions are
necessary to attract and retain qualified persons as Directors and officers.
These provisions do not eliminate the Directors' duty of care, and, in
appropriate circumstances, equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware Law. In addition,
each Director will continue to be subject to liability for breach of the
Director's duty of loyalty to the Registrant, for acts or omissions

<PAGE>   4

not in good faith or involving intentional misconduct, for knowing violations of
law, for acts or omissions that the Director believes to be contrary to the best
interests of the Registrant or its stockholders, for any transaction from which
the Director derived an improper personal benefit, for acts or omissions
involving a reckless disregard for the Director's duty to the Registrant or its
stockholders when the Director was aware or should have been aware of a risk of
serious injury to the Registrant or its stockholders, for acts or omissions that
constitute an unexcused pattern of inattention that amounts to an abdication of
the Director's duty to the Registrant or its stockholders, for improper
transactions between the Director and the Registrant and for improper
distributions to stockholders and loans to Directors and officers. The provision
also does not affect a Director's responsibilities under any other law, such as
the federal securities law or state or federal environmental laws.

        The Registrant has entered into indemnity agreements with each of its
Directors and executive officers that require the Registrant to indemnify such
persons against expenses, judgments, fines, settlements and other amounts
incurred (including expenses of a derivative action) in connection with any
proceeding, whether actual or threatened, to which any such person may be made a
party by reason of the fact that such person is or was a Director or an
executive officer of the Registrant or any of its affiliated enterprises,
provided that such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Registrant and, with respect to any criminal proceeding, had no reasonable cause
to believe his conduct was unlawful. The indemnification agreements also set
forth certain procedures that will apply in the event of a claim for
indemnification thereunder.

        At present, there is no pending litigation or proceeding involving a
Director or an officer of the Registrant as to which indemnification is being
sought nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any officer or Director.

        The Registrant has an insurance policy covering the officers and
Directors of the Registrant with respect to certain liabilities, including
liabilities arising under the Securities Act or otherwise.



                                    EXHIBITS

<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER
  ------
<S>            <C>
    4.1*       Amended and Restated Certificate of Incorporation

    4.2*       Bylaws

    4.3*       Specimen Stock Certificate

    5.1        Opinion of Cooley Godward LLP

    23.1       Consent of Ernst & Young LLP, Independent Auditors

    23.2       Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
               Registration Statement

    24.1       Power of Attorney is contained on the signature pages

    99.1*      Academic Systems Corporation 1992 Stock Option Plan

    99.2*      Forms of Incentive and Nonstatutory Stock Option Agreement under
               the Academic Systems Corporation 1992 Stock Option Plan.

    99.3*      2000 Equity Incentive Plan

    99.4*      Form of Stock Option Agreement pursuant to the 2000 Equity
               Incentive Plan

    99.5*      2000 Employee Stock Purchase Plan and related offering documents
</TABLE>
----------------------

<PAGE>   5

*       Filed as an exhibit to Registration Statement on Form S-1 (No.
        333-90103) originally filed on November 1, 1999 as amended through the
        date hereof, and incorporated herein by reference.


<PAGE>   6


                                  UNDERTAKINGS

1.      The undersigned registrant hereby undertakes:

        (a) 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;

            (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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) (Section 230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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)(i) and (a)(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 issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.

        (b) 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (c) 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.

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

3.      Insofar as indemnification for liabilities arising under the Securities
        Act may be permitted to directors, officers and controlling persons of
        the registrant pursuant to the 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.

<PAGE>   7

                                   SIGNATURES


        Pursuant to the requirements of the Securities Act of 1933, as amended,
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 San Diego, State of California, on June 6, 2000.


                                          LIGHTSPAN, INC.


                                      By: /s/ JOHN T. KERNAN
                                          --------------------------------------
                                          John T. Kernan
                                          Chairman and Chief Executive Officer


                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John T. Kernan and Carl Zeiger, and both
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their or his substitutes or substitute, may lawfully do or cause to
be done by virtue hereof.

<PAGE>   8

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


<TABLE>
<CAPTION>
             SIGNATURE                                    TITLE                            DATE
<S>                                               <C>                                 <C>
         /s/ JOHN T. KERNAN                       Chief Executive Officer and          June 6, 2000
------------------------------------              Chairman (Principal Executive
           JOHN T. KERNAN                         Officer)


         /s/ CARL ZEIGER                          President, Chief Operating           June 6, 2000
------------------------------------              Officer and Director
            CARL ZEIGER


      /s/ KATHLEEN R. MCELWEE                     Vice President of Finance and        June 6, 2000
------------------------------------              Chief Financial Officer
         KATHLEEN R. MCELWEE                      (Principal Financial and
                                                  Accounting Officer)


        /s/ JOHN H. BRANDON                       Executive Vice President,            June 6, 2000
------------------------------------              President of Academic Systems
          JOHN H. BRANDON                         and Director


        /s/ JAMES W. BREYER                       Director                             June 6, 2000
------------------------------------
          JAMES W. BREYER


         /s/ L. JOHN DOERR                        Director                             June 6, 2000
------------------------------------
           L. JOHN DOERR


      /s/ JEFFREY P. SANDERSON                    Director                             June 6, 2000
------------------------------------
        JEFFREY P. SANDERSON


       /s/ BRUCE W. RAVENEL                       Director                             June 6, 2000
------------------------------------
          BRUCE W. RAVENEL
</TABLE>

<PAGE>   9

<TABLE>
<CAPTION>

<S>                                               <C>                                 <C>
        /s/ BARRY SCHIFFMAN                       Director                             June 6, 2000
------------------------------------
           BARRY SCHIFFMAN


         /s/ BARRIE USHER                         Director                             June 6, 2000
------------------------------------
            BARRIE USHER


         /s/ JOHN E. KOLE                         Director                             June 6, 2000
------------------------------------
            JOHN E. KOLE


         /s/ LEE MASTERS                          Director                             June 6, 2000
------------------------------------
            LEE MASTERS
</TABLE>


<PAGE>   10


                                  EXHIBIT INDEX



<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER                                      DESCRIPTION
<S>            <C>
    4.1*       Amended and Restated Certificate of Incorporation

    4.2*       Bylaws

    4.3*       Specimen Stock Certificate

    5.1        Opinion of Cooley Godward LLP

    23.1       Consent of Ernst & Young LLP, Independent Auditors

    23.2       Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
               Registration Statement

    24.1       Power of Attorney is contained on the signature pages

    99.1*      Academic Systems Corporation 1992 Stock Option Plan

    99.2*      Forms of Incentive and Nonstatutory Stock Option Agreement under
               the Academic Systems Corporation 1992 Stock Option Plan.

    99.3*      2000 Equity Incentive Plan

    99.4*      Form of Stock Option Agreement pursuant to the 2000 Equity
               Incentive Plan

    99.5*      2000 Employee Stock Purchase Plan and related offering documents
</TABLE>

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

*       Filed as an exhibit to Registration Statement on Form S-1 (No.
        333-90103) originally filed on November 1, 1999 as amended through the
        date hereof, and incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 24318}]
{"company-data": {"conformed-name": "LIGHTSPAN INC", "cik": "0001097892", "assigned-sic": "7389", "irs-number": "330585210", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38724", "film-number": "650362"}, "business-address": {"street1": "10140 CAMPUS POINT DRIVE", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "8588248000"}, "mail-address": {"street1": "10140 CAMPUS POINT DRIVE", "city": "SAN DIEGO", "state": "CA", "zip": "92121"}, "former-company": {"former-conformed-name": "LIGHTSPAN PARTNERSHIP INC", "date-changed": "19991027"}}
1

      As filed with the Securities and Exchange Commission on June 7, 2000
                                              Registration No. 333-_____________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                 LIGHTSPAN, INC.
             (Exact Name Of Registrant As Specified In Its Charter)

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

                 DELAWARE                                33-0585210
     (State or Other Jurisdiction of        (I.R.S. Employer Identification No.)
     Incorporation or Organization)

                            10140 CAMPUS POINT DRIVE
                               SAN DIEGO, CA 92121
                                 (858) 824-8000
                    (Address Of Principal Executive Offices)

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

               ACADEMIC SYSTEMS CORPORATION 1992 STOCK OPTION PLAN
                           2000 EQUITY INCENTIVE PLAN
                        2000 EMPLOYEE STOCK PURCHASE PLAN
                           (Full Title Of The Plan(s))

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

                                 John T. Kernan
                             Chief Executive Officer
                                 LIGHTSPAN, INC.
                            10140 Campus Point Drive
                               San Diego, CA 92121
                                 (858) 824-8000
            (Name, Address, Including Zip Code, And Telephone Number,
                   Including Area Code, Of Agent For Service)

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

                                   Copies to:
                           Christopher J. Kearns, Esq.
                               COOLEY GODWARD LLP
                        4365 Executive Drive, Suite 1100
                               San Diego, CA 92121
                                 (858) 550-6000

                                ---------------
2

                         CALCULATION OF REGISTRATION FEE
==========================================================================================================
PROPOSED MAXIMUM     PROPOSED MAXIMUM           AMOUNT OF
 TITLE OF SECURITIES        AMOUNT TO BE       OFFERING PRICE     AGGREGATE OFFERING         REGISTRATION
   TO BE REGISTERED        REGISTERED (1)       PER SHARE (2)         PRICE (2)                   FEE
----------------------------------------------------------------------------------------------------------
     Common Stock
  (par value $.001)       5,482,063 shares          $6.00           $32,904,213.16              $8,687
==========================================================================================================
(1)     This registration statement shall also cover any additional shares of
        Common Stock which shall become issuable under the Academic Systems
        Corporation 1992 Stock Option Plan (1992 Plan), the 2000 Equity
        Incentive Plan (2000 Plan) and the 2000 Employee Stock Purchase Plan
        (2000 ESP Plan) 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 Common Stock.

(2)     Estimated solely for the purpose of calculating the amount of the
        registration fee pursuant to Rule 457 of the Securities Act of 1933, as
        amended, (the "Securities Act"). The price per share and the aggregate
        offering price are calculated on the basis of (a) the weighted average
        exercise price for shares subject to outstanding options granted under
        the 1992 Plan and the 2000 Plan and (b) the average of the high and low
        sales prices of Registrant's Common Stock on June 1, 2000, as reported
        on the NASDAQ National Market for the shares issuable under the
        Company's 2000 Plan and 2000 ESP Plan registered hereunder, as more
        fully described as follows:
-----------------------------------------------------------------------------------------------------
OFFERING
                                                              NUMBER OF      PRICE PER         AGGREGATE
                     TYPE OF SHARES                             SHARES         SHARE         OFFERING PRICE
        -----------------------------------------------------------------------------------------------------
        Common Stock issuable pursuant to outstanding           225,134        $1.65*          $371,471.10
        options under the Academic Systems Corporation
        1992 Equity Incentive Plan
        -----------------------------------------------------------------------------------------------------
        Common Stock issuable pursuant to outstanding         3,697,450        $5.24*       $19,374,638.00
        options under the 2000 Equity Incentive Plan
        -----------------------------------------------------------------------------------------------------
        Common Stock issuable under the 2000 Equity           1,059,479        $8.44         $8,939,354.06
        Incentive Plan
        -----------------------------------------------------------------------------------------------------
        Common Stock issuable under the 2000 Employee           500,000        $8.44         $4,218,750.00
        Stock Purchase Plan
        -----------------------------------------------------------------------------------------------------
          *weighted average exercise price
3

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The following documents filed by LIGHTSPAN, INC. (the "Company" or the
"Registrant") with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:

        (a) The prospectus contained in the Form S-1 Registration Statement (No.
333-90103) filed by Lightspan, Inc. with the Securities and Exchange Commission
(the "Commission") on November 1, 1999 as amended through the date hereof (the
"Form S-1").

        (b) The Company's latest annual report on Form 10-K, as amended, filed
with the Commission on April 28, 2000, and amended on May 11, 2000.

        (c) The Company's definitive proxy materials filed with the Commission
on May 22, 2000.

        (d) The description of the Company's Common Stock which is contained in
the Registrant's Registration Statement on Form 8-A filed with the Commission on
February 14, 2000, under the Securities Exchange Act of 1934, as amended, (the
"Exchange Act"), including any amendment or report filed for the purpose of
updating such description.

        All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.

                            DESCRIPTION OF SECURITIES

        Not Applicable

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

        An investment fund created by Cooley Godward LLP, counsel for the
Company, owns an aggregate of 35,000 shares of common stock of the Company.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Under Section 145 of the Delaware General Corporation Law, the
Registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act of 1933, as amended.

        The Registrant's Certificate of Incorporation and Bylaws include
provisions to (i) eliminate the personal liability of its directors for monetary
damages resulting from breaches of their fiduciary duty to the extent permitted
by Section 102(b)(7) of the General Corporation Law of Delaware (the "Delaware
Law") and (ii) require the Registrant to indemnify its Directors and officers to
the fullest extent permitted by Section 145 of the Delaware Law, including
circumstances in which indemnification is otherwise discretionary. Pursuant to
Section 145 of the Delaware Law, a corporation generally has the power to
indemnify its present and former directors, officers, employees and agents
against expenses incurred by them in connection with any suit to which they are
or are threatened to be made, a party by reason of their serving in such
positions so long as they acted in good faith and in a manner they reasonably
believed to be in or not opposed to, the best interests of the corporation and
with respect to any criminal action, they had no reasonable cause to believe
their conduct was unlawful. The Registrant believes that these provisions are
necessary to attract and retain qualified persons as Directors and officers.
These provisions do not eliminate the Directors' duty of care, and, in
appropriate circumstances, equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware Law. In addition,
each Director will continue to be subject to liability for breach of the
Director's duty of loyalty to the Registrant, for acts or omissions
4

not in good faith or involving intentional misconduct, for knowing violations of
law, for acts or omissions that the Director believes to be contrary to the best
interests of the Registrant or its stockholders, for any transaction from which
the Director derived an improper personal benefit, for acts or omissions
involving a reckless disregard for the Director's duty to the Registrant or its
stockholders when the Director was aware or should have been aware of a risk of
serious injury to the Registrant or its stockholders, for acts or omissions that
constitute an unexcused pattern of inattention that amounts to an abdication of
the Director's duty to the Registrant or its stockholders, for improper
transactions between the Director and the Registrant and for improper
distributions to stockholders and loans to Directors and officers. The provision
also does not affect a Director's responsibilities under any other law, such as
the federal securities law or state or federal environmental laws.

        The Registrant has entered into indemnity agreements with each of its
Directors and executive officers that require the Registrant to indemnify such
persons against expenses, judgments, fines, settlements and other amounts
incurred (including expenses of a derivative action) in connection with any
proceeding, whether actual or threatened, to which any such person may be made a
party by reason of the fact that such person is or was a Director or an
executive officer of the Registrant or any of its affiliated enterprises,
provided that such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Registrant and, with respect to any criminal proceeding, had no reasonable cause
to believe his conduct was unlawful. The indemnification agreements also set
forth certain procedures that will apply in the event of a claim for
indemnification thereunder.

        At present, there is no pending litigation or proceeding involving a
Director or an officer of the Registrant as to which indemnification is being
sought nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any officer or Director.

        The Registrant has an insurance policy covering the officers and
Directors of the Registrant with respect to certain liabilities, including
liabilities arising under the Securities Act or otherwise.

                                    EXHIBITS
EXHIBIT
  NUMBER
  ------
4.1*       Amended and Restated Certificate of Incorporation

    4.2*       Bylaws

    4.3*       Specimen Stock Certificate

    5.1        Opinion of Cooley Godward LLP

    23.1       Consent of Ernst & Young LLP, Independent Auditors

    23.2       Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
               Registration Statement

    24.1       Power of Attorney is contained on the signature pages

    99.1*      Academic Systems Corporation 1992 Stock Option Plan

    99.2*      Forms of Incentive and Nonstatutory Stock Option Agreement under
               the Academic Systems Corporation 1992 Stock Option Plan.

    99.3*      2000 Equity Incentive Plan

    99.4*      Form of Stock Option Agreement pursuant to the 2000 Equity
               Incentive Plan

    99.5*      2000 Employee Stock Purchase Plan and related offering documents
----------------------
5

*       Filed as an exhibit to Registration Statement on Form S-1 (No.
        333-90103) originally filed on November 1, 1999 as amended through the
        date hereof, and incorporated herein by reference.
6

                                  UNDERTAKINGS

1.      The undersigned registrant hereby undertakes:

        (a) 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;

            (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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) (Section 230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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)(i) and (a)(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 issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.

        (b) 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (c) 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.

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

3.      Insofar as indemnification for liabilities arising under the Securities
        Act may be permitted to directors, officers and controlling persons of
        the registrant pursuant to the 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.
7

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
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 San Diego, State of California, on June 6, 2000.

                                          LIGHTSPAN, INC.

                                      By: /s/ JOHN T. KERNAN
                                          --------------------------------------
                                          John T. Kernan
                                          Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John T. Kernan and Carl Zeiger, and both
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their or his substitutes or substitute, may lawfully do or cause to
be done by virtue hereof.
8

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                    TITLE                            DATE
/s/ JOHN T. KERNAN                       Chief Executive Officer and          June 6, 2000
------------------------------------              Chairman (Principal Executive
           JOHN T. KERNAN                         Officer)

         /s/ CARL ZEIGER                          President, Chief Operating           June 6, 2000
------------------------------------              Officer and Director
            CARL ZEIGER

      /s/ KATHLEEN R. MCELWEE                     Vice President of Finance and        June 6, 2000
------------------------------------              Chief Financial Officer
         KATHLEEN R. MCELWEE                      (Principal Financial and
                                                  Accounting Officer)

        /s/ JOHN H. BRANDON                       Executive Vice President,            June 6, 2000
------------------------------------              President of Academic Systems
          JOHN H. BRANDON                         and Director

        /s/ JAMES W. BREYER                       Director                             June 6, 2000
------------------------------------
          JAMES W. BREYER

         /s/ L. JOHN DOERR                        Director                             June 6, 2000
------------------------------------
           L. JOHN DOERR

      /s/ JEFFREY P. SANDERSON                    Director                             June 6, 2000
------------------------------------
        JEFFREY P. SANDERSON

       /s/ BRUCE W. RAVENEL                       Director                             June 6, 2000
------------------------------------
          BRUCE W. RAVENEL
9
/s/ BARRY SCHIFFMAN                       Director                             June 6, 2000
------------------------------------
           BARRY SCHIFFMAN

         /s/ BARRIE USHER                         Director                             June 6, 2000
------------------------------------
            BARRIE USHER

         /s/ JOHN E. KOLE                         Director                             June 6, 2000
------------------------------------
            JOHN E. KOLE

         /s/ LEE MASTERS                          Director                             June 6, 2000
------------------------------------
            LEE MASTERS
10

                                  EXHIBIT INDEX
EXHIBIT
  NUMBER                                      DESCRIPTION
4.1*       Amended and Restated Certificate of Incorporation

    4.2*       Bylaws

    4.3*       Specimen Stock Certificate

    5.1        Opinion of Cooley Godward LLP

    23.1       Consent of Ernst & Young LLP, Independent Auditors

    23.2       Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
               Registration Statement

    24.1       Power of Attorney is contained on the signature pages

    99.1*      Academic Systems Corporation 1992 Stock Option Plan

    99.2*      Forms of Incentive and Nonstatutory Stock Option Agreement under
               the Academic Systems Corporation 1992 Stock Option Plan.

    99.3*      2000 Equity Incentive Plan

    99.4*      Form of Stock Option Agreement pursuant to the 2000 Equity
               Incentive Plan

    99.5*      2000 Employee Stock Purchase Plan and related offering documents
----------------------

*       Filed as an exhibit to Registration Statement on Form S-1 (No.
        333-90103) originally filed on November 1, 1999 as amended through the
        date hereof, and incorporated herein by reference.