<PAGE>

    As filed with the Securities and Exchange Commission on August 3, 2001
                          Registration No. 333-_____
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                             _____________________

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

                             _____________________

                                 VERISITY LTD.
            (Exact name of registrant as specified in its charter)


              Israel                                        Not Applicable

   (State or other jurisdiction of                         (I.R.S. Employer
  incorporation or organization)                        Identification Number)


                 2041 Landings Drive, Mountain View, CA  94043
       (Address of registrant's principal executive offices) (Zip Code)

                             _____________________

      Verisity Ltd. 1996 U.S. Stock Option Plan, as amended October 1999
       Verisity Ltd. 1997 Israeli Share and Stock Option Incentive Plan
                 Verisity Ltd. 1999 Israeli Share Option Plan
                 Verisity Ltd. 2000 U.S. Share Incentive Plan
                 Verisity Ltd. 2000 Israeli Share Option Plan

                           (Full title of the plans)

                                Moshe Gavrielov
                            Chief Executive Officer
                             Verisity Design, Inc.
                 2041 Landings Drive, Mountain View, CA  94043
                                (650) 934-6800
         (Name and address, including zip code, and telephone number,
                  including area code, of agent for service)

                             _____________________

                        CALCULATION OF REGISTRATION FEE

 ==============================================================================
                             =====================

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Title of Each Class        Amount to Be          Proposed                 Proposed              Amount of
of Securities to be        Registered (1)        Maximum Offering         Maximum               Registration Fee
Registered                                       Price                    Aggregate Offering
                                                                          Price
------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                     <C>                      <C>                     <C>
Ordinary Shares,           1,359,938             $0.01 to $11.875          $16,114,609           $4,029
NIS  0.01 par  value                             (2)
per share
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

(1) This Registration Statement shall cover any additional Ordinary Shares which
become issuable under the Verisity Ltd. (the "Registrant" or "Company") 1996
U.S. Stock Option Plan, as amended October 1999, 1997 Israeli Share and Stock
Option Incentive Plan, 1999 Israeli Share Option Plan, 2000 U.S. Share Incentive
Plan and 2000 Israeli Share Option Plan (pursuant to Rule 457(h) under the
Securities Act of 1933, as amended (the "Act")) set forth herein by reason of
any stock dividend, stock split, recapitalization or any other similar
transaction without receipt of consideration which results in an increase in the
number of shares of the Registrant's outstanding Ordinary Shares.
(2)  Estimated solely for the purpose of calculating the amount of the
registration fee. See the following table for calculation of proposed maximum
aggregate offering price.

The chart below details the calculations of the proposed maximum aggregate
offering price:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Title of Each Class of Securities to be Registered       Amount to Be          Proposed Maximum        Proposed Maximum
                                                         Registered            Offering Price (1)      Aggregate Offering Price
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                   <C>                        <C>
Ordinary Shares, NIS 0.01 par value per share,               1,000             $ 0.21                  $       210
shares issued or issuable pursuant to outstanding                               (1(a))
options under the 1996 U.S. Stock Option Plan, as
amended October 1999
------------------------------------------------------------------------------------------------------------------------------------
Ordinary Shares, NIS 0.01 par value per share,               1,000             $ 0.01                  $        10
issued or issuable pursuant to outstanding                                      (1(a))
options under the 1997 Israeli Share and Stock
Option Incentive Plan
------------------------------------------------------------------------------------------------------------------------------------
Ordinary Shares, NIS 0.01 par value per share,               1,000             $ 0.75                  $       750
issued or issuable pursuant to outstanding                                      (1(a))
options under the 1999 Israeli Share Option Plan
------------------------------------------------------------------------------------------------------------------------------------
Ordinary Shares, NIS 0.01 par value per share,             806,066             $11,875                 $ 9,572,034
reserved for future issuance under the 2000 U.S.                               (1(b))
Share Incentive Plan
------------------------------------------------------------------------------------------------------------------------------------
Ordinary Shares, NIS 0.01 par value per share,             550,872             $11,875                 $ 6,541,605
reserved for future issuance under the 2000 Israeli                            (1(b))
Share Option Plan
------------------------------------------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the amount of the registration fee. The proposed maximum offering price and
proposed maximum aggregate offering price are based upon (a) the exercise price for shares subject to options previously granted
under the Company's 1996 U.S. Stock Option Plan, as amended October 1999, 1997 Israeli Share and Stock Option Incentive Plan and
1999 Israeli Share Option Plan (pursuant to Rule 457(h) under the Act) and (b) the average of the high and low prices of the
Company's Ordinary Shares as reported on the Nasdaq National Market on July 30, 2001 for shares reserved for future issuance
pursuant to the Company's 2000 U.S. Share Incentive Plan and 2000 Israeli Share Option Plan (pursuant to Rule 457(c) under the Act).
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


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

          The following documents filed by the Registrant with the Securities
and Exchange Commission are incorporated by reference into this registration
statement:

          (a)  The Registrant's prospectus filed on March 22, 2001 pursuant to
Rule 424(b) under the Act which contain audited financial statements for the
Registrant's latest fiscal year for which such statements have been filed.

          (b)  All other reports filed 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 prospectus referred to in (a) above.

          (c)  The description of the Registrant's Ordinary Shares contained in
the Registrant's registration statement on Form S-1 (No. 333-45440), as amended
(which is incorporated by reference into the Registrant's registration statement
on Form 8-A filed on March 2, 2001 under the Exchange Act), including any
amendment or report subsequently filed by the Registrant for the purpose of
updating that 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 this registration statement 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 in this
registration statement and to be a part hereof from the date of the filing of
such documents.

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

          Not applicable.

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

          Not applicable.

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

          As permitted by the new Companies Law of Israel (the "Companies Law"),
the Registrant's articles of association contain provisions which:


     .    exempt, in advance, an officer or director from liability to the
          Registrant for breach of his duty of care, subject to the requirements
          of the Companies Law;

     .    indemnify an officer or director of the Registrant by reason of acts
          or omissions committed in his capacity as an officer or director, for:

          .    monetary liabilities imposed upon him in favor of another person
               under a court judgment, including a compromise judgment or an
               arbitrator's decision approved by a court; and

          .    reasonable litigation expenses, including attorney's fees,
               actually incurred by him or imposed upon him by a court, in an
               action brought against him by or on behalf of the Registrant or
               by other persons, or in a criminal action from which he was
               acquitted, or in which he was convicted if the criminal action
               does not require proof of criminal intent;
<PAGE>

     .    enter into a contract to insure the liability of an officer or
          director of the Registrant by reason of acts or omissions committed in
          his capacity as an officer or director of the Registrant regarding:

          .    the breach of his duty of care towards the Registrant or any
               other person;

          .    the breach of his duty of loyalty to the Registrant provided that
               he acted in good faith and had a reasonable basis to believe that
               the act would not impair the interests of Registrant; and

          .    monetary liabilities which may be imposed upon him in favor of
               other persons.

          The Registrant's articles of association also provide for
indemnification of an officer or a director either in advance or after the
event; provided, that any advance undertaking to indemnify must be limited to
occurrences of types which in the opinion of the board of directors can
reasonably be foreseen at the time the undertaking to indemnify is given and to
an amount that the board of directors determines is reasonable in such
circumstances. In addition, the Companies Law provides that the Registrant may
not indemnify, exempt or enter into an insurance contract which would provide
coverage for the liability of an officer or a director for:

     .    a breach of his duty of loyalty, except to the extent described above;

     .    a breach of his duty of care, if the breach was done intentionally,
          recklessly or with disregard of the circumstances of the breach or its
          consequences;

     .    an act or omission done with the intent to unlawfully realize personal
          gain; or

     .    a fine or penalty against him.

          The Registrant has agreed to indemnify each of its officers or
directors to the extent permitted by the Companies Law. In September 2000, the
Registrant's board of directors authorized it to enter into indemnification
agreements with each of its officers and directors. On October 18, 2000, these
agreements were approved by the Registrant's shareholders. In general the
indemnification agreements provide, subject to specified conditions and
limitations and to the extent permitted under any applicable law, that the
Registrant will indemnify its officers and directors for all amounts they must
pay, including reasonable legal expenses, if they are involved in legal
proceedings or found liable for any act or omission made in their capacity as
office holders. Obligations that result from the offering of the Ordinary Shares
described in this registration statement would also be covered by the
indemnification agreements. The Registrant has agreed to exempt and release each
of its officers and directors to the fullest extent permitted by law from
liability for damages from breaches of their duty of care to it, unless the
breach was intentional, reckless, for personal profit or the liability arose
from a penalty or fine.

          There is no litigation pending, and neither the Registrant nor any of
its directors knows of any threatened litigation, which might result in a claim
for indemnification by any director or officer.

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

          Not applicable.

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

          Exhibit Number           Description of Document
          --------------           -----------------------

          5.1                      Opinion of Salinger & Co. Advocates.
<PAGE>

          10.25*    Verisity Ltd. 2000 U.S. Share Incentive Plan, form of Option
                    Agreement for 2000 U.S. Share Incentive Plan and form of
                    Option Agreement for outside directors under 2000 U.S. Share
                    Incentive Plan.
          10.26*    Verisity Ltd. 1999 Israeli Share Option Plan and form of
                    Option Agreement for 1999 Israeli Share Option Plan.
          10.28*    Sub-Plan for the Issuance of Options to the Company's
                    Employees created within the framework of the 1997 Israeli
                    Share and Option Incentive Plan and form of Option Agreement
                    for Sub-Plan.
          10.29*    1997 Israeli Share and Stock Option Incentive Plan.
          10.30*    1996 U.S. Stock Option Plan, as amended October 1999, form
                    of Option Agreement for 1996 U.S. Stock Option Plan and form
                    of amended Option Agreement.
          10.38*    Verisity Ltd. 2000 Israeli Share Option Plan and form of
                    Option Agreement for 2000 Israeli Share Option Plan.
          10.41*    First Amendment to Verisity Ltd. 1999 Israeli Share Option
                    Plan.
          23.1      Consent of Independent Auditors.
          23.2      Consent of Salinger & Co. Advocates (included in Exhibit 5.1
                    hereto).
          24.1      Power of Attorney is set forth on the signature pages.


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

          The undersigned Registrant hereby undertakes:

          (1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;

          (2) that, for the purpose of determining any liability under the 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; and

          (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.

          The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 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.

          Insofar as indemnification for liabilities arising under the 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

_________________________
* Incorporated by reference from the like-numbered exhibit filed with the
Registrant's registration statement on Form S-1 (No. 333-45440) filed on
September 8, 2000, as subsequently amended.
<PAGE>

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.
<PAGE>

                                  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 Palo Alto, State of California, on the 30th day of
July, 2001.


                                         VERISITY LTD.

                                    By:  /s/ Moshe Gavrielov
                                         -----------------------------
                                         Moshe Gavrielov
                                         Chief Executive Officer and Director
<PAGE>

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Moshe Gavrielov and Charles G. Alvarez as
his or her true and lawful attorney-in-fact and agent, with full power of
substitution for him or her 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 attorney-in-fact and agent 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 or she might or could do
in person.

     Pursuant to the requirements of the Securities Act, 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/ Moshe Gavrielov
-------------------
Moshe Gavrielov                 Chief Executive Officer, General Manager and Director     July 30, 2001


/s/ Yoav Hollander
------------------
Yoav Hollander                  Chief Technical Officer and Director                      July 30, 2001

/s/ Charles G. Alvarez          Vice President of Finance and Administration and Chief    July 30, 2001
----------------------          Financial Officer
Charles G. Alvarez

/s/ Michael McNamara            Senior Vice President of Technology and Director          July 30, 2001
--------------------
Michael McNamara

/s/ Pierre Lamond               Director                                                  July 30, 2001
-----------------
Pierre Lamond

/s/ Zohar Zisapel               Director                                                  July 30, 2001
-----------------
Zohar Zisapel

/s/ Tali Aben                   Director                                                  July 30, 2001
-------------
Tali Aben

-------------                   Director
Amos Wilnai
</TABLE>
<PAGE>

                                  EXHIBIT LIST


Exhibit Number      Description of Document
--------------      -----------------------

5.1                 Opinion of Salinger & Co. Advocates.
10.25*              Verisity Ltd. 2000 U.S. Share Incentive Plan, form of Option
                    Agreement for 2000 U.S. Share Incentive Plan and form of
                    Option Agreement for outside directors under 2000 U.S. Share
                    Incentive Plan.
10.26*              Verisity Ltd. 1999 Israeli Share Option Plan and form of
                    Option Agreement for 1999 Israeli Share Option Plan.
10.28*              Sub-Plan for the Issuance of Options to the Company's
                    Employees created within the framework of the 1997 Israeli
                    Share and Option Incentive Plan and form of Option Agreement
                    for Sub-Plan.
10.29*              1997 Israeli Share and Stock Option Incentive Plan.
10.30*              1996 U.S. Stock Option Plan, as amended October 1999, form
                    of Option Agreement for 1996 U.S. Stock Option Plan and form
                    of amended Option Agreement.
10.38*              Verisity Ltd. 2000 Israeli Share Option Plan and form of
                    Option Agreement for 2000 Israeli Share Option Plan.
10.41*              First Amendment to Verisity Ltd. 1999 Israeli Share
                    Option Plan.
23.1                Consent of Independent Auditors.
23.2                Consent of Salinger & Co. Advocates (included in
                    Exhibit 5.1 hereto).
24.1                Power of Attorney is set forth on the signature pages.

___________________________
* Incorporated by reference from the like-numbered exhibit filed with the
Registrant's registration statement on Form S-1 (No. 333-45440) filed on
September 8, 2000, as subsequently amended.
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 23852}]
{"company-data": {"conformed-name": "VERISITY LTD", "cik": "0001121936", "assigned-sic": "7372", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66682", "film-number": "1697286"}, "business-address": {"street1": "2041 LANDINGS DRIVE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043", "phone": "4154341665"}}
As filed with the Securities and Exchange Commission on August 3, 2001
                          Registration No. 333-_____
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                             _____________________

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

                             _____________________

                                 VERISITY LTD.
            (Exact name of registrant as specified in its charter)

              Israel                                        Not Applicable

   (State or other jurisdiction of                         (I.R.S. Employer
  incorporation or organization)                        Identification Number)

                 2041 Landings Drive, Mountain View, CA  94043
       (Address of registrant's principal executive offices) (Zip Code)

                             _____________________

      Verisity Ltd. 1996 U.S. Stock Option Plan, as amended October 1999
       Verisity Ltd. 1997 Israeli Share and Stock Option Incentive Plan
                 Verisity Ltd. 1999 Israeli Share Option Plan
                 Verisity Ltd. 2000 U.S. Share Incentive Plan
                 Verisity Ltd. 2000 Israeli Share Option Plan

                           (Full title of the plans)

                                Moshe Gavrielov
                            Chief Executive Officer
                             Verisity Design, Inc.
                 2041 Landings Drive, Mountain View, CA  94043
                                (650) 934-6800
         (Name and address, including zip code, and telephone number,
                  including area code, of agent for service)

                             _____________________

                        CALCULATION OF REGISTRATION FEE

 ==============================================================================
                             =====================
------------------------------------------------------------------------------------------------------------------------------------
Title of Each Class        Amount to Be          Proposed                 Proposed              Amount of
of Securities to be        Registered (1)        Maximum Offering         Maximum               Registration Fee
Registered                                       Price                    Aggregate Offering
                                                                          Price
------------------------------------------------------------------------------------------------------------------------------------
Ordinary Shares,           1,359,938             $0.01 to $11.875          $16,114,609           $4,029
NIS  0.01 par  value                             (2)
per share
------------------------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement shall cover any additional Ordinary Shares which
become issuable under the Verisity Ltd. (the "Registrant" or "Company") 1996
U.S. Stock Option Plan, as amended October 1999, 1997 Israeli Share and Stock
Option Incentive Plan, 1999 Israeli Share Option Plan, 2000 U.S. Share Incentive
Plan and 2000 Israeli Share Option Plan (pursuant to Rule 457(h) under the
Securities Act of 1933, as amended (the "Act")) set forth herein by reason of
any stock dividend, stock split, recapitalization or any other similar
transaction without receipt of consideration which results in an increase in the
number of shares of the Registrant's outstanding Ordinary Shares.
(2)  Estimated solely for the purpose of calculating the amount of the
registration fee. See the following table for calculation of proposed maximum
aggregate offering price.

The chart below details the calculations of the proposed maximum aggregate
offering price:
------------------------------------------------------------------------------------------------------------------------------------
Title of Each Class of Securities to be Registered       Amount to Be          Proposed Maximum        Proposed Maximum
                                                         Registered            Offering Price (1)      Aggregate Offering Price
------------------------------------------------------------------------------------------------------------------------------------
Ordinary Shares, NIS 0.01 par value per share,               1,000             $ 0.21                  $       210
shares issued or issuable pursuant to outstanding                               (1(a))
options under the 1996 U.S. Stock Option Plan, as
amended October 1999
------------------------------------------------------------------------------------------------------------------------------------
Ordinary Shares, NIS 0.01 par value per share,               1,000             $ 0.01                  $        10
issued or issuable pursuant to outstanding                                      (1(a))
options under the 1997 Israeli Share and Stock
Option Incentive Plan
------------------------------------------------------------------------------------------------------------------------------------
Ordinary Shares, NIS 0.01 par value per share,               1,000             $ 0.75                  $       750
issued or issuable pursuant to outstanding                                      (1(a))
options under the 1999 Israeli Share Option Plan
------------------------------------------------------------------------------------------------------------------------------------
Ordinary Shares, NIS 0.01 par value per share,             806,066             $11,875                 $ 9,572,034
reserved for future issuance under the 2000 U.S.                               (1(b))
Share Incentive Plan
------------------------------------------------------------------------------------------------------------------------------------
Ordinary Shares, NIS 0.01 par value per share,             550,872             $11,875                 $ 6,541,605
reserved for future issuance under the 2000 Israeli                            (1(b))
Share Option Plan
------------------------------------------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the amount of the registration fee. The proposed maximum offering price and
proposed maximum aggregate offering price are based upon (a) the exercise price for shares subject to options previously granted
under the Company's 1996 U.S. Stock Option Plan, as amended October 1999, 1997 Israeli Share and Stock Option Incentive Plan and
1999 Israeli Share Option Plan (pursuant to Rule 457(h) under the Act) and (b) the average of the high and low prices of the
Company's Ordinary Shares as reported on the Nasdaq National Market on July 30, 2001 for shares reserved for future issuance
pursuant to the Company's 2000 U.S. Share Incentive Plan and 2000 Israeli Share Option Plan (pursuant to Rule 457(c) under the Act).
----------------------------------------------------------------------------------------------------------------------------------
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

          The following documents filed by the Registrant with the Securities
and Exchange Commission are incorporated by reference into this registration
statement:

          (a)  The Registrant's prospectus filed on March 22, 2001 pursuant to
Rule 424(b) under the Act which contain audited financial statements for the
Registrant's latest fiscal year for which such statements have been filed.

          (b)  All other reports filed 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 prospectus referred to in (a) above.

          (c)  The description of the Registrant's Ordinary Shares contained in
the Registrant's registration statement on Form S-1 (No. 333-45440), as amended
(which is incorporated by reference into the Registrant's registration statement
on Form 8-A filed on March 2, 2001 under the Exchange Act), including any
amendment or report subsequently filed by the Registrant for the purpose of
updating that 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 this registration statement 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 in this
registration statement and to be a part hereof from the date of the filing of
such documents.

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

          Not applicable.

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

          Not applicable.

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

          As permitted by the new Companies Law of Israel (the "Companies Law"),
the Registrant's articles of association contain provisions which:

     .    exempt, in advance, an officer or director from liability to the
          Registrant for breach of his duty of care, subject to the requirements
          of the Companies Law;

     .    indemnify an officer or director of the Registrant by reason of acts
          or omissions committed in his capacity as an officer or director, for:

          .    monetary liabilities imposed upon him in favor of another person
               under a court judgment, including a compromise judgment or an
               arbitrator's decision approved by a court; and

          .    reasonable litigation expenses, including attorney's fees,
               actually incurred by him or imposed upon him by a court, in an
               action brought against him by or on behalf of the Registrant or
               by other persons, or in a criminal action from which he was
               acquitted, or in which he was convicted if the criminal action
               does not require proof of criminal intent;
.    enter into a contract to insure the liability of an officer or
          director of the Registrant by reason of acts or omissions committed in
          his capacity as an officer or director of the Registrant regarding:

          .    the breach of his duty of care towards the Registrant or any
               other person;

          .    the breach of his duty of loyalty to the Registrant provided that
               he acted in good faith and had a reasonable basis to believe that
               the act would not impair the interests of Registrant; and

          .    monetary liabilities which may be imposed upon him in favor of
               other persons.

          The Registrant's articles of association also provide for
indemnification of an officer or a director either in advance or after the
event; provided, that any advance undertaking to indemnify must be limited to
occurrences of types which in the opinion of the board of directors can
reasonably be foreseen at the time the undertaking to indemnify is given and to
an amount that the board of directors determines is reasonable in such
circumstances. In addition, the Companies Law provides that the Registrant may
not indemnify, exempt or enter into an insurance contract which would provide
coverage for the liability of an officer or a director for:

     .    a breach of his duty of loyalty, except to the extent described above;

     .    a breach of his duty of care, if the breach was done intentionally,
          recklessly or with disregard of the circumstances of the breach or its
          consequences;

     .    an act or omission done with the intent to unlawfully realize personal
          gain; or

     .    a fine or penalty against him.

          The Registrant has agreed to indemnify each of its officers or
directors to the extent permitted by the Companies Law. In September 2000, the
Registrant's board of directors authorized it to enter into indemnification
agreements with each of its officers and directors. On October 18, 2000, these
agreements were approved by the Registrant's shareholders. In general the
indemnification agreements provide, subject to specified conditions and
limitations and to the extent permitted under any applicable law, that the
Registrant will indemnify its officers and directors for all amounts they must
pay, including reasonable legal expenses, if they are involved in legal
proceedings or found liable for any act or omission made in their capacity as
office holders. Obligations that result from the offering of the Ordinary Shares
described in this registration statement would also be covered by the
indemnification agreements. The Registrant has agreed to exempt and release each
of its officers and directors to the fullest extent permitted by law from
liability for damages from breaches of their duty of care to it, unless the
breach was intentional, reckless, for personal profit or the liability arose
from a penalty or fine.

          There is no litigation pending, and neither the Registrant nor any of
its directors knows of any threatened litigation, which might result in a claim
for indemnification by any director or officer.

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

          Not applicable.

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

          Exhibit Number           Description of Document
          --------------           -----------------------

          5.1                      Opinion of Salinger & Co. Advocates.
10.25*    Verisity Ltd. 2000 U.S. Share Incentive Plan, form of Option
                    Agreement for 2000 U.S. Share Incentive Plan and form of
                    Option Agreement for outside directors under 2000 U.S. Share
                    Incentive Plan.
          10.26*    Verisity Ltd. 1999 Israeli Share Option Plan and form of
                    Option Agreement for 1999 Israeli Share Option Plan.
          10.28*    Sub-Plan for the Issuance of Options to the Company's
                    Employees created within the framework of the 1997 Israeli
                    Share and Option Incentive Plan and form of Option Agreement
                    for Sub-Plan.
          10.29*    1997 Israeli Share and Stock Option Incentive Plan.
          10.30*    1996 U.S. Stock Option Plan, as amended October 1999, form
                    of Option Agreement for 1996 U.S. Stock Option Plan and form
                    of amended Option Agreement.
          10.38*    Verisity Ltd. 2000 Israeli Share Option Plan and form of
                    Option Agreement for 2000 Israeli Share Option Plan.
          10.41*    First Amendment to Verisity Ltd. 1999 Israeli Share Option
                    Plan.
          23.1      Consent of Independent Auditors.
          23.2      Consent of Salinger & Co. Advocates (included in Exhibit 5.1
                    hereto).
          24.1      Power of Attorney is set forth on the signature pages.

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

          The undersigned Registrant hereby undertakes:

          (1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;

          (2) that, for the purpose of determining any liability under the 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; and

          (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.

          The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 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.

          Insofar as indemnification for liabilities arising under the 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

_________________________
* Incorporated by reference from the like-numbered exhibit filed with the
Registrant's registration statement on Form S-1 (No. 333-45440) filed on
September 8, 2000, as subsequently amended.
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.
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 Palo Alto, State of California, on the 30th day of
July, 2001.

                                         VERISITY LTD.

                                    By:  /s/ Moshe Gavrielov
                                         -----------------------------
                                         Moshe Gavrielov
                                         Chief Executive Officer and Director
POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Moshe Gavrielov and Charles G. Alvarez as
his or her true and lawful attorney-in-fact and agent, with full power of
substitution for him or her 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 attorney-in-fact and agent 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 or she might or could do
in person.

     Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature                                    Title                                    Date
       ---------                                    -----                                    ----
/s/ Moshe Gavrielov
-------------------
Moshe Gavrielov                 Chief Executive Officer, General Manager and Director     July 30, 2001

/s/ Yoav Hollander
------------------
Yoav Hollander                  Chief Technical Officer and Director                      July 30, 2001

/s/ Charles G. Alvarez          Vice President of Finance and Administration and Chief    July 30, 2001
----------------------          Financial Officer
Charles G. Alvarez

/s/ Michael McNamara            Senior Vice President of Technology and Director          July 30, 2001
--------------------
Michael McNamara

/s/ Pierre Lamond               Director                                                  July 30, 2001
-----------------
Pierre Lamond

/s/ Zohar Zisapel               Director                                                  July 30, 2001
-----------------
Zohar Zisapel

/s/ Tali Aben                   Director                                                  July 30, 2001
-------------
Tali Aben

-------------                   Director
Amos Wilnai
EXHIBIT LIST

Exhibit Number      Description of Document
--------------      -----------------------

5.1                 Opinion of Salinger & Co. Advocates.
10.25*              Verisity Ltd. 2000 U.S. Share Incentive Plan, form of Option
                    Agreement for 2000 U.S. Share Incentive Plan and form of
                    Option Agreement for outside directors under 2000 U.S. Share
                    Incentive Plan.
10.26*              Verisity Ltd. 1999 Israeli Share Option Plan and form of
                    Option Agreement for 1999 Israeli Share Option Plan.
10.28*              Sub-Plan for the Issuance of Options to the Company's
                    Employees created within the framework of the 1997 Israeli
                    Share and Option Incentive Plan and form of Option Agreement
                    for Sub-Plan.
10.29*              1997 Israeli Share and Stock Option Incentive Plan.
10.30*              1996 U.S. Stock Option Plan, as amended October 1999, form
                    of Option Agreement for 1996 U.S. Stock Option Plan and form
                    of amended Option Agreement.
10.38*              Verisity Ltd. 2000 Israeli Share Option Plan and form of
                    Option Agreement for 2000 Israeli Share Option Plan.
10.41*              First Amendment to Verisity Ltd. 1999 Israeli Share
                    Option Plan.
23.1                Consent of Independent Auditors.
23.2                Consent of Salinger & Co. Advocates (included in
                    Exhibit 5.1 hereto).
24.1                Power of Attorney is set forth on the signature pages.

___________________________
* Incorporated by reference from the like-numbered exhibit filed with the
Registrant's registration statement on Form S-1 (No. 333-45440) filed on
September 8, 2000, as subsequently amended.