As filed with the Securities and Exchange Commission on June 12, 2002. Registration No. 333-_____ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ENTRADA NETWORKS, INC. (exact name of registrant as specified in its charter) Delaware 3577 33-0676350 (State or other (Primary Standard Industrial (I.R.S. Employer jurisdiction of Classification Code Number) Identification No.) Incorporation or organization) 12 Morgan Irvine, California 92618 (949) 588-2070 (Address, including zip code, and telephone number, including area code, of registrant's principal offices) KANWAR J.S. CHADHA, Ph. D. Chief Executive Officer Entrada Networks, Inc. 12 Morgan Irvine, California 92618 (949) 588-2070 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: W. RAYMOND FELTON, ESQ. Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP Metro Corporate Campus I Post Office Box 5600 Woodbridge, New Jersey 07095 (732) 549-5600 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box: [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: [X] CALCULATION OF REGISTRATION FEE Proposed Proposed Title of each Maximum Maximum Class of Offering Aggregate Amount of Securities to Amount to be Price per Offering Registration to be Registered Registered (1) Share (2) Price Fee - --------------------------------------------------------------------------------------- Common Stock, $0.001 par value 549,614 $0.23 $126,411.22 $37.29 (1) In addition, this registration statement also covers any additional shares of common stock which become issuable under the 2000 Stock Incentive plan described in this registration statement by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without the receipt of consideration which results in an increase in the number of Entrada's outstanding shares of common stock. (2) The shares under the plan are to be offered at prices not currently determinable. Pursuant to Rule 457(h), the offering price for the shares is estimated solely for the purpose of computing the registration fee and is based on the closing price of the common stock on June 7, 2002, $0.23, as reported on The Nasdaq National Market System of the National Association of Securities Dealers, Inc. Entrada hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. The contents of Registration Statement on Form S-8, File No. 333-51850 are incorporated herein by reference. 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable ground 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 Irvine, State of California, on the 12 day of June 2002. ENTRADA NETWORKS, INC. By: /s/ Kanwar J.S. Chadha -------------------------------- Kanwar J.S. Chadha, Ph. D. Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated: Signature Title Date - --------- ----- ---- /s/ Kanwar J.S. Chadha Chief Executive Officer, June 12, 2002 - -------------------------------- President, Chairman, KANWAR J.S. CHADHA Director /s/ Davinder Sethi Vice Chairman, Director, June 12, 2002 - -------------------------------- Chief Financial Officer DAVINDER SETHI, Ph. D. (Principal Financial and Accounting Officer) /s/ Leonard Hecht Director June 12, 2002 - -------------------------------- LEONARD HECHT /s/ Rohit Phansalkar Director June 12, 2002 - -------------------------------- ROHIT PHANSALKAR - -------------------------------- Director June 12, 2002 RAYMOND NGAN, Ph. D. 3 Item 16. Exhibits Exhibit No. Description of Documents 5 Opinion of Greenbaum, Rowe, Smith, Ravin, Davis & Himmel, LLP - Page 5 23.1 Consent of BDO Seidman, LLP - Page 6 23.2 Consent of Greenbaum, Rowe, Smith, Ravin, Davis & Himmel, LLP - Included in Exhibit 5 4