<PAGE>

     As filed with the Securities and Exchange Commission on May 17, 2001
                                                    Registration No. 333-
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                _______________

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

                                _______________

                             QUALSTAR CORPORATION
            (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                       <C>
                          California                                                   95-3927330
(State or other jurisdiction of incorporation or organization)            (I.R.S. Employer Identification No.)
</TABLE>
                              __________________

            3990B Heritage Oak Court, Simi Valley, California 93063
              (Address of Principal Executive Offices) (Zip Code)

                              __________________

                           1998 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                              __________________

           William J. Gervais, Chief Executive Officer and President
                             Qualstar Corporation
            3990B Heritage Oak Court, Simi Valley, California 93063
                    (Name and address of agent for service)

                                (805) 583-7744
         (Telephone number, including area code, of agent for service)

                                   Copy to:
                             Robert E. Rich, Esq.
          Stradling Yocca Carlson & Rauth, a professional corporation
                     660 Newport Center Drive, Suite 1600
                        Newport Beach, California 92660
                                 (949) 725-4000

                              __________________

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===========================================================================================================================
                                                               Proposed maximum      Proposed maximum
               Title of                     Amount to be        offering price      aggregate offering       Amount of
     securities to be registered           registered(1)          per share               price          registration fee
---------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                 <C>                  <C>                  <C>
Common Stock (no par value)...........        942,300               $7.38              $6,954,174            $1,738.54
===========================================================================================================================
</TABLE>
(1)  Estimated solely for the purpose of calculating the registration fee, in
     accordance with Rule 457(h), on the basis of the price of securities of the
     same class as determined in accordance with Rule 457(c), using the average
     of the high and low prices reported by the Nasdaq Stock Market's National
     Market System on May 15, 2001.
================================================================================
<PAGE>

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

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

         (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 2000.

         (b)  All other reports filed by the Registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the annual report referred to
in (a) above.

         (c)  The description of the Registrant's Common Stock which is
contained in the Registrant's registration statement on Form 8-A filed under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to the registration statement which indicates that all of
the shares of Common Stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
documents, except as to any portion of any future annual or quarterly report to
shareholders or document which is not deemed filed under such provisions.  For
the purposes of this registration statement, any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.

Item 4.  Description of Securities.
         -------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         (a)  As permitted by the California General Corporation Law, the
Registrant's Articles of Incorporation eliminate the liability of directors to
the Registrant or its shareholders for monetary damages for breach of fiduciary
duty as a director, except to the extent otherwise required by the California
General Corporation Law.

         (b)  The Registrant's Bylaws provide that the Registrant will indemnify
each person who was or is made a party to any proceeding by reason of the fact
that such person is or was a director or officer

                                       2
<PAGE>

of the Registrant against all expense, liability and loss reasonably incurred or
suffered by such person in connection therewith to the fullest extent authorized
by the California General Corporation Law.

         (c)  The Registrant's Bylaws also give the Registrant the ability to
enter into indemnification agreements with each of its directors and officers.
The Registrant has entered into indemnification agreements with each of its
directors and officers, which provide for the indemnification of such directors
and officers against any and all expenses, judgments, fines, penalties and
amounts paid in settlement, to the fullest extent permitted by law.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not Applicable.

Item 8.  Exhibits.
         --------

         4.1   Qualstar Corporation 1998 Stock Incentive Plan, as amended and
               restated (incorporated by reference to Exhibit 10.1 to
               Registrant's Registration Statement on Form S-1 (Registration No.
               333-96009)).

         5.1   Opinion of Stradling Yocca Carlson & Rauth, a professional
               corporation.

         23.1  Consent of Stradling Yocca Carlson & Rauth, a professional
               corporation (included in Exhibit 5.1).

         23.2  Consent of Ernst & Young, LLP.

         24.1  Power of Attorney (included on the signature page to the
               Registration Statement).

                                       3
<PAGE>

Item 9.  Undertakings.
         ------------

         (a) The undersigned Registrant hereby undertakes:

             (1)  To file, during any period in which offers or sales are being
             made, a post-effective amendment to this registration statement:

                  (i)   To include any prospectus required by Section 10(a)(3)
                  of the Securities Act of 1933 (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;

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

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         --------  -------
         apply if the registration statement is on Form S-3 or Form S-8, and the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed by the
         Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
         that are incorporated by reference 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, 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 therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

         (h)  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 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 Act
         and will be governed by the final adjudication of such issue.

                                       4
<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 Simi Valley, State of California, on the 15 day of
May, 2001.

                                  QUALSTAR CORPORATION

                                  By:  /s/  William J. Gervais
                                       -----------------------
                                       William J. Gervais, Chief Executive
                                       Officer and President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of Qualstar Corporation, do
hereby constitute and appoint William J. Gervais and Matthew Natalizio, or
either of them, our true and lawful attorneys-in-fact and agents, each 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 to this
Registration Statement, and to file the same, with 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 are
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that each of said attorney-in-fact and agents, or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
             Signature                                 Title                               Date
             ---------                                 -----                               ----
<S>                                    <C>                                             <C>
/s/  William J. Gervais                Chief Executive Officer, President              May 15, 2001
------------------------------------   and Director (principal executive
William J. Gervais                     officer)

/s/  Richard A. Nelson                 Vice President, Engineering,                    May 15, 2001
------------------------------------   Secretary and Director
Richard A. Nelson

/s/  Matthew Natalizio                 Vice President and Chief Financial              May 15, 2001
------------------------------------   Officer (principal financial and
Matthew Natalizio                      accounting officer)

/s/  Bruce E. Gladstone                Director                                        May 15, 2001
------------------------------------
Bruce E. Gladstone
</TABLE>

                                       5
<PAGE>

<TABLE>
<CAPTION>
             Signature                                 Title                               Date
             ---------                                 -----                               ----
<S>                                    <C>                                            <C>
/s/  Trude C. Taylor                   Director                                         May 15, 2001
------------------------------------
Trude C. Taylor

/s/  Robert E. Rich                    Director                                         May 15, 2001
------------------------------------
Robert E. Rich

/s/  Robert T. Webber                  Director                                         May 15, 2001
------------------------------------
Robert T. Webber
</TABLE>

                                       6
<PAGE>

                                 EXHIBIT INDEX

Exhibit Number           Description
--------------           -----------
     4.1                 Qualstar Corporation 1998 Stock Incentive Plan
                         (incorporated by reference to Exhibit 10.1 to
                         Registrant's Registration Statement on Form S-1
                         (Registration No. 333-96009)).

     5.1                 Opinion of Stradling Yocca Carlson & Rauth, a
                         professional corporation.

     23.1                Consent of Stradling Yocca Carlson & Rauth, a
                         professional corporation (included in Exhibit 5.1).

     23.2                Consent of Ernst & Young LLP.

     24.1                Power of Attorney (included on the signature page to
                         the Registration Statement).

                                       7
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17287}]
{"company-data": {"conformed-name": "QUALSTAR CORP", "cik": "0000758938", "assigned-sic": "3695", "irs-number": "953927330", "state-of-incorporation": "CA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61080", "film-number": "1642130"}, "business-address": {"street1": "3990-B HERITAGE OAK COURT", "city": "SIMI VALLEY", "state": "CA", "zip": "93063", "phone": "805-583-7744"}, "mail-address": {"street1": "3990-B HERITAGE OAK COURT", "city": "SIMI VALLEY", "state": "CA", "zip": "93063"}}
As filed with the Securities and Exchange Commission on May 17, 2001
                                                    Registration No. 333-
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                _______________

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

                                _______________

                             QUALSTAR CORPORATION
            (Exact name of registrant as specified in its charter)
California                                                   95-3927330
(State or other jurisdiction of incorporation or organization)            (I.R.S. Employer Identification No.)
__________________

            3990B Heritage Oak Court, Simi Valley, California 93063
              (Address of Principal Executive Offices) (Zip Code)

                              __________________

                           1998 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                              __________________

           William J. Gervais, Chief Executive Officer and President
                             Qualstar Corporation
            3990B Heritage Oak Court, Simi Valley, California 93063
                    (Name and address of agent for service)

                                (805) 583-7744
         (Telephone number, including area code, of agent for service)

                                   Copy to:
                             Robert E. Rich, Esq.
          Stradling Yocca Carlson & Rauth, a professional corporation
                     660 Newport Center Drive, Suite 1600
                        Newport Beach, California 92660
                                 (949) 725-4000

                              __________________

                        CALCULATION OF REGISTRATION FEE
===========================================================================================================================
                                                               Proposed maximum      Proposed maximum
               Title of                     Amount to be        offering price      aggregate offering       Amount of
     securities to be registered           registered(1)          per share               price          registration fee
---------------------------------------------------------------------------------------------------------------------------
Common Stock (no par value)...........        942,300               $7.38              $6,954,174            $1,738.54
===========================================================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee, in
     accordance with Rule 457(h), on the basis of the price of securities of the
     same class as determined in accordance with Rule 457(c), using the average
     of the high and low prices reported by the Nasdaq Stock Market's National
     Market System on May 15, 2001.
================================================================================
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

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

         (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 2000.

         (b)  All other reports filed by the Registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the annual report referred to
in (a) above.

         (c)  The description of the Registrant's Common Stock which is
contained in the Registrant's registration statement on Form 8-A filed under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to the registration statement which indicates that all of
the shares of Common Stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
documents, except as to any portion of any future annual or quarterly report to
shareholders or document which is not deemed filed under such provisions.  For
the purposes of this registration statement, any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.

Item 4.  Description of Securities.
         -------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         (a)  As permitted by the California General Corporation Law, the
Registrant's Articles of Incorporation eliminate the liability of directors to
the Registrant or its shareholders for monetary damages for breach of fiduciary
duty as a director, except to the extent otherwise required by the California
General Corporation Law.

         (b)  The Registrant's Bylaws provide that the Registrant will indemnify
each person who was or is made a party to any proceeding by reason of the fact
that such person is or was a director or officer

                                       2
of the Registrant against all expense, liability and loss reasonably incurred or
suffered by such person in connection therewith to the fullest extent authorized
by the California General Corporation Law.

         (c)  The Registrant's Bylaws also give the Registrant the ability to
enter into indemnification agreements with each of its directors and officers.
The Registrant has entered into indemnification agreements with each of its
directors and officers, which provide for the indemnification of such directors
and officers against any and all expenses, judgments, fines, penalties and
amounts paid in settlement, to the fullest extent permitted by law.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not Applicable.

Item 8.  Exhibits.
         --------

         4.1   Qualstar Corporation 1998 Stock Incentive Plan, as amended and
               restated (incorporated by reference to Exhibit 10.1 to
               Registrant's Registration Statement on Form S-1 (Registration No.
               333-96009)).

         5.1   Opinion of Stradling Yocca Carlson & Rauth, a professional
               corporation.

         23.1  Consent of Stradling Yocca Carlson & Rauth, a professional
               corporation (included in Exhibit 5.1).

         23.2  Consent of Ernst & Young, LLP.

         24.1  Power of Attorney (included on the signature page to the
               Registration Statement).

                                       3
Item 9.  Undertakings.
         ------------

         (a) The undersigned Registrant hereby undertakes:

             (1)  To file, during any period in which offers or sales are being
             made, a post-effective amendment to this registration statement:

                  (i)   To include any prospectus required by Section 10(a)(3)
                  of the Securities Act of 1933 (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;

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

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         --------  -------
         apply if the registration statement is on Form S-3 or Form S-8, and the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed by the
         Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
         that are incorporated by reference 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, 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 therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

         (h)  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 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 Act
         and will be governed by the final adjudication of such issue.

                                       4
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 Simi Valley, State of California, on the 15 day of
May, 2001.

                                  QUALSTAR CORPORATION

                                  By:  /s/  William J. Gervais
                                       -----------------------
                                       William J. Gervais, Chief Executive
                                       Officer and President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of Qualstar Corporation, do
hereby constitute and appoint William J. Gervais and Matthew Natalizio, or
either of them, our true and lawful attorneys-in-fact and agents, each 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 to this
Registration Statement, and to file the same, with 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 are
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that each of said attorney-in-fact and agents, or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                 Title                               Date
             ---------                                 -----                               ----
/s/  William J. Gervais                Chief Executive Officer, President              May 15, 2001
------------------------------------   and Director (principal executive
William J. Gervais                     officer)

/s/  Richard A. Nelson                 Vice President, Engineering,                    May 15, 2001
------------------------------------   Secretary and Director
Richard A. Nelson

/s/  Matthew Natalizio                 Vice President and Chief Financial              May 15, 2001
------------------------------------   Officer (principal financial and
Matthew Natalizio                      accounting officer)

/s/  Bruce E. Gladstone                Director                                        May 15, 2001
------------------------------------
Bruce E. Gladstone
5
Signature                                 Title                               Date
             ---------                                 -----                               ----
/s/  Trude C. Taylor                   Director                                         May 15, 2001
------------------------------------
Trude C. Taylor

/s/  Robert E. Rich                    Director                                         May 15, 2001
------------------------------------
Robert E. Rich

/s/  Robert T. Webber                  Director                                         May 15, 2001
------------------------------------
Robert T. Webber
6
EXHIBIT INDEX

Exhibit Number           Description
--------------           -----------
     4.1                 Qualstar Corporation 1998 Stock Incentive Plan
                         (incorporated by reference to Exhibit 10.1 to
                         Registrant's Registration Statement on Form S-1
                         (Registration No. 333-96009)).

     5.1                 Opinion of Stradling Yocca Carlson & Rauth, a
                         professional corporation.

     23.1                Consent of Stradling Yocca Carlson & Rauth, a
                         professional corporation (included in Exhibit 5.1).

     23.2                Consent of Ernst & Young LLP.

     24.1                Power of Attorney (included on the signature page to
                         the Registration Statement).

                                       7