<PAGE>
 
   As filed with the Securities and Exchange Commission on October 24, 1997

                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------   

                                    Form S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                               NETVANTAGE, INC.
            (Exact name of Registrant as specified in its charter)
                                        
        DELAWARE                                       95-4324525
        (State or other jurisdiction of              (I.R.S. Employer
        incorporation or organization)               Identification No.)

                     201 CONTINENTAL BOULEVARD, SUITE 201
                         EL SEGUNDO, CALIFORNIA 90245
              (Address of principal executive offices) (Zip code)

              WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK
                             (Full title of plans)
                              ------------------   
                             MR. THOMAS G. IWANSKI
                  CHIEF FINANCIAL OFFICER, VICE PRESIDENT OF
                             FINANCE AND SECRETARY
                               NETVANTAGE, INC.
                     201 CONTINENTAL BOULEVARD, SUITE 201
                         EL SEGUNDO, CALIFORNIA 90245
                    (Name and address of agent for service)
                                (310) 726-4130
         (Telephone number, including area code, of agent for service)
                             ------------------   
                                With a Copy to:

                            VICTOR A. HEBERT, ESQ.
                        HELLER EHRMAN WHITE & MCAULIFFE
                     601 SOUTH FIGUEROA STREET, 40TH FLOOR
                         LOS ANGELES, CALIFORNIA 90017
                                (213) 689-0200

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

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
                                                                Proposed               Proposed
                                                                 Maximum               Maximum              Amount of
        Title of Securities               Amount to          Offering Price           Aggregate           Registration
         to be Registered               be Registered(1)       Per Share(2)        Offering Price(2)          Fee(2)
------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                  <C>                        <C>                    <C>
CLASS A COMMON STOCK,
$.001 PAR VALUE PER SHARE                    30,000             $5.8125                $174,375                $53
========================================================================================================================
</TABLE> 
(1) Includes 15,000 shares for each Warrant to Purchase Shares of Class A Common
    Stock (the "Warrants"). Also includes an indeterminate number of additional
    shares that may be issued to adjust the number of shares to be issued
    pursuant to such Warrants as the result of any future stock split, stock
    dividend or similar adjustment of the Registrant's outstanding common stock.

(2) In accordance with Rule 457(h)(1), based upon the stated exercise price of 
    each of the Warrants.
================================================================================
<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


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

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

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

       1.   The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, filed pursuant to the Exchange Act;

       2.   The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1997, filed pursuant to the Exchange Act; and

       3.   The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1997, filed pursuant to the Exchange Act.

       The description of the Class A Common Stock contained in Registrant's
Registration Statement on Form 8-A filed with the Commission on May 3, 1995,
under the Exchange Act is also incorporated by reference in 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.
------   ----------------------------------------- 

         Pursuant to Section 102(b)(7) of the Delaware General Corporation Law
(the "DGCL"), the Registrant's Restated Certificate of Incorporation contains a
provision which eliminates the personal liability of its directors to the
Registrant and its stockholders for monetary damages resulting from breaches of
their fiduciary duty as directors, other than liability for breaches of the duty
of loyalty, acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law,

                                     II-1
<PAGE>
 
violations under Section 174 of the DGCL or any transaction from which the
director derived an improper personal benefit.

       Section 145 of the DGCL permits, and under certain circumstances
requires, Registrant to indemnify its directors, officers, employees and agents
subject to certain conditions and limitations.  Registrant's Bylaws contain
provisions to indemnify its directors and officers to the full extent permitted
by applicable law.  In addition, Registrant maintains officers' and directors'
liability insurance which insures against certain liabilities that its officers
and directors may incur in such capacities and has entered into indemnification
agreements with such officers and directors.


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

         Not Applicable.


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

         4.1  Amended and Restated Common Stock Purchase Warrant Issued by the
              Registrant to Stephen R. Rizzone.

         4.2  Amended and Restated Common Stock Purchase Warrant Issued by the
              Registrant to Stephen R. Rizzone.

         5    Opinion of Heller Ehrman White & McAuliffe

        23.1  Consent of Heller Ehrman White & McAuliffe (included in Exhibit 5)

        23.2  Consent of Price Waterhouse LLP

        24    Power of Attorney of Certain Officers and Directors (included on
              Page II-4)


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;

               (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;

                                     II-2
<PAGE>

               (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
          Securities Exchange Act of 1934 that are incorporated by reference in
          the Registration Statement.

             (2) That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

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

          (b) The undersigned Registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act of 1933, each
          filing of the Registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Securities Exchange Act of 1934 (and, where
          applicable, each filing of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is incorporated by reference in the Registration Statement shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers and
          controlling persons of the 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.

                                     II-3
<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 El Segundo, California, on October 24, 1997.

                                    NETVANTAGE, INC.

                                    By /s/ STEPHEN R. RIZZONE
                                      ---------------------------------------
                                      Stephen R. Rizzone
                                      Chairman of the Board, President and
                                      Chief Executive Officer


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints STEPHEN R. RIZZONE and THOMAS G. IWANSKI, or
either of them, his attorneys-in-fact, with full power of substitution, for him
in any and all capacities, to sign any 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, hereby
ratifying and confirming all that said attorneys-in-fact, or their substitutes,
may 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/ STEPHEN R. RIZZONE                                                                           
 --------------------------      Chairman of the Board, President     October 24, 1997            
   Stephen R. Rizzone            and Chief Executive Officer                                      
                                 (Principal Executive Officer)                                    
                                                                                                  
 /s/ THOMAS G. IWANSKI                                                                            
 --------------------------      Chief Financial Officer, Vice        October 24, 1997            
   Thomas G. Iwanski             President of Finance and Secretary                               
                                 (Principal Financial Officer and                                 
                                 Principal Accounting Officer)                                    
                                                                                                  

 /s/ CARLOS A. TOMASZEWSKI                                                                        
 --------------------------      Director                             October 24, 1997            
 Carlos A. Tomaszewski                                                                            

                                                                                                  
 /s/ RICHARD N. TINSLEY          Director                             October 24, 1997            
 --------------------------                                                                       
   Richard N. Tinsley                                                                             
                                                                                                  
 /s/ JOHN E. MARMAN                                                                               
 ---------------------           Director                             October 24, 1997             
    John E. Marman                                                      
</TABLE> 

                                     II-4
<PAGE>
 
                                 EXHIBIT INDEX


 
Exhibits
--------


4.1  Amended and Restated Common Stock Purchase Warrant
     Issued by the Registrant to Stephen R. Rizzone.

4.2  Amended and Restated Common Stock Purchase Warrant
     Issued by the Registrant to Stephen R. Rizzone.

5    Opinion of Heller Ehrman White & McAuliffe

23.1 Consent of Heller Ehrman White & McAuliffe
     (included in Exhibit 5)

23.2 Consent of Price Waterhouse LLP

24   Power of Attorney of Certain Officers
     and Directors (included on Page II-4)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17115}]
{"company-data": {"conformed-name": "NETVANTAGE INC", "cik": "0000934620", "assigned-sic": "3576", "irs-number": "954324525", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38703", "film-number": "97700599"}, "business-address": {"street1": "201 CONTINENTAL BLVD", "city": "EL SEGUNDO", "state": "CA", "zip": "90245-4427", "phone": "3107264130"}, "mail-address": {"street1": "201 CONTINENTAL BLVD", "city": "EL SEGUNDO", "state": "CA", "zip": "90245"}}
As filed with the Securities and Exchange Commission on October 24, 1997

                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------   

                                    Form S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                               NETVANTAGE, INC.
            (Exact name of Registrant as specified in its charter)
                                        
        DELAWARE                                       95-4324525
        (State or other jurisdiction of              (I.R.S. Employer
        incorporation or organization)               Identification No.)

                     201 CONTINENTAL BOULEVARD, SUITE 201
                         EL SEGUNDO, CALIFORNIA 90245
              (Address of principal executive offices) (Zip code)

              WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK
                             (Full title of plans)
                              ------------------   
                             MR. THOMAS G. IWANSKI
                  CHIEF FINANCIAL OFFICER, VICE PRESIDENT OF
                             FINANCE AND SECRETARY
                               NETVANTAGE, INC.
                     201 CONTINENTAL BOULEVARD, SUITE 201
                         EL SEGUNDO, CALIFORNIA 90245
                    (Name and address of agent for service)
                                (310) 726-4130
         (Telephone number, including area code, of agent for service)
                             ------------------   
                                With a Copy to:

                            VICTOR A. HEBERT, ESQ.
                        HELLER EHRMAN WHITE & MCAULIFFE
                     601 SOUTH FIGUEROA STREET, 40TH FLOOR
                         LOS ANGELES, CALIFORNIA 90017
                                (213) 689-0200

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

                        CALCULATION OF REGISTRATION FEE
========================================================================================================================
                                                                Proposed               Proposed
                                                                 Maximum               Maximum              Amount of
        Title of Securities               Amount to          Offering Price           Aggregate           Registration
         to be Registered               be Registered(1)       Per Share(2)        Offering Price(2)          Fee(2)
------------------------------------------------------------------------------------------------------------------------
CLASS A COMMON STOCK,
$.001 PAR VALUE PER SHARE                    30,000             $5.8125                $174,375                $53
========================================================================================================================
(1) Includes 15,000 shares for each Warrant to Purchase Shares of Class A Common
    Stock (the "Warrants"). Also includes an indeterminate number of additional
    shares that may be issued to adjust the number of shares to be issued
    pursuant to such Warrants as the result of any future stock split, stock
    dividend or similar adjustment of the Registrant's outstanding common stock.

(2) In accordance with Rule 457(h)(1), based upon the stated exercise price of 
    each of the Warrants.
================================================================================
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

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

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

       1.   The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, filed pursuant to the Exchange Act;

       2.   The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1997, filed pursuant to the Exchange Act; and

       3.   The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1997, filed pursuant to the Exchange Act.

       The description of the Class A Common Stock contained in Registrant's
Registration Statement on Form 8-A filed with the Commission on May 3, 1995,
under the Exchange Act is also incorporated by reference in 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.
------   ----------------------------------------- 

         Pursuant to Section 102(b)(7) of the Delaware General Corporation Law
(the "DGCL"), the Registrant's Restated Certificate of Incorporation contains a
provision which eliminates the personal liability of its directors to the
Registrant and its stockholders for monetary damages resulting from breaches of
their fiduciary duty as directors, other than liability for breaches of the duty
of loyalty, acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law,

                                     II-1
violations under Section 174 of the DGCL or any transaction from which the
director derived an improper personal benefit.

       Section 145 of the DGCL permits, and under certain circumstances
requires, Registrant to indemnify its directors, officers, employees and agents
subject to certain conditions and limitations.  Registrant's Bylaws contain
provisions to indemnify its directors and officers to the full extent permitted
by applicable law.  In addition, Registrant maintains officers' and directors'
liability insurance which insures against certain liabilities that its officers
and directors may incur in such capacities and has entered into indemnification
agreements with such officers and directors.

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

         Not Applicable.

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

         4.1  Amended and Restated Common Stock Purchase Warrant Issued by the
              Registrant to Stephen R. Rizzone.

         4.2  Amended and Restated Common Stock Purchase Warrant Issued by the
              Registrant to Stephen R. Rizzone.

         5    Opinion of Heller Ehrman White & McAuliffe

        23.1  Consent of Heller Ehrman White & McAuliffe (included in Exhibit 5)

        23.2  Consent of Price Waterhouse LLP

        24    Power of Attorney of Certain Officers and Directors (included on
              Page II-4)

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;

               (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;

                                     II-2
(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
          Securities Exchange Act of 1934 that are incorporated by reference in
          the Registration Statement.

             (2) That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

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

          (b) The undersigned Registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act of 1933, each
          filing of the Registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Securities Exchange Act of 1934 (and, where
          applicable, each filing of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is incorporated by reference in the Registration Statement shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers and
          controlling persons of the 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.

                                     II-3
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 El Segundo, California, on October 24, 1997.

                                    NETVANTAGE, INC.

                                    By /s/ STEPHEN R. RIZZONE
                                      ---------------------------------------
                                      Stephen R. Rizzone
                                      Chairman of the Board, President and
                                      Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints STEPHEN R. RIZZONE and THOMAS G. IWANSKI, or
either of them, his attorneys-in-fact, with full power of substitution, for him
in any and all capacities, to sign any 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, hereby
ratifying and confirming all that said attorneys-in-fact, or their substitutes,
may 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/ STEPHEN R. RIZZONE                                                                           
 --------------------------      Chairman of the Board, President     October 24, 1997            
   Stephen R. Rizzone            and Chief Executive Officer                                      
                                 (Principal Executive Officer)                                    
                                                                                                  
 /s/ THOMAS G. IWANSKI                                                                            
 --------------------------      Chief Financial Officer, Vice        October 24, 1997            
   Thomas G. Iwanski             President of Finance and Secretary                               
                                 (Principal Financial Officer and                                 
                                 Principal Accounting Officer)                                    
                                                                                                  

 /s/ CARLOS A. TOMASZEWSKI                                                                        
 --------------------------      Director                             October 24, 1997            
 Carlos A. Tomaszewski                                                                            

                                                                                                  
 /s/ RICHARD N. TINSLEY          Director                             October 24, 1997            
 --------------------------                                                                       
   Richard N. Tinsley                                                                             
                                                                                                  
 /s/ JOHN E. MARMAN                                                                               
 ---------------------           Director                             October 24, 1997             
    John E. Marman
II-4
EXHIBIT INDEX

 
Exhibits
--------

4.1  Amended and Restated Common Stock Purchase Warrant
     Issued by the Registrant to Stephen R. Rizzone.

4.2  Amended and Restated Common Stock Purchase Warrant
     Issued by the Registrant to Stephen R. Rizzone.

5    Opinion of Heller Ehrman White & McAuliffe

23.1 Consent of Heller Ehrman White & McAuliffe
     (included in Exhibit 5)

23.2 Consent of Price Waterhouse LLP

24   Power of Attorney of Certain Officers
     and Directors (included on Page II-4)