As filed with the Securities and Exchange Commission on May 28, 2003

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

TARANTELLA, INC.

(Exact name of issuer as specified in its charter)

California	94-2549086
(State of incorporation)	(I.R.S. Employer Identification Number)

425 Encinal Street

Santa Cruz, CA 95060

(Address of principal executive offices)

2003 INDUCEMENT STOCK OPTION PLAN

(Full title of the plan)

Steven M. Sabbath

Senior Vice President, Law & Corporate Affairs and Secretary

TARANTELLA, INC.

425 Encinal Street

Santa Cruz, CA 95060-1900

(831) 427-7222

(Name, address, including zip code and telephone number, including area code, of agent for service)

Copies to:

Michael Danaher, Esq.

Wilson Sonsini Goodrich & Rosati, P.C.

650 Page Mill Road

Palo Alto, California 94304

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, no par value 2003 Inducement Stock Option Plan	1,000,000 shares	$.385(1)	$	385,000.00	$	31.15
TOTAL	1,000,000 shares		$	385,000.00	$	31.15

(1) The Proposed Maximum Offering Price Per Share has been estimated in accordance with Rule 457(c) of the Securities Act of 1933 solely for the purpose of calculating the registration fee. The computation is based upon the average of the high and low prices per share of the Common Stock as reported on the Nasdaq Stock Market on May 23, 2003, because the price at which the shares to be purchased in the future are not currently determinable.

REGISTRATION STATEMENT ON FORM S-8

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

The following documents and information previously filed with the Securities and Exchange Commission by Tarantella, Inc. (the “Company”) are hereby incorporated by reference in this Registration Statement:

(a)    The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A filed April 1, 1993 pursuant to Section 12(g) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

(b)    The Company’s Annual Report on Form 10-K for the year ended September 30, 2002 filed pursuant to Section 13 of the Exchange Act on December 20, 2002.

(c)    The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 filed pursuant to Section 13 of the Exchange Act on May 14, 2003.

(d)    The Company’s Proxy Statement for its Annual Meeting of Stockholders held on February 27, 2003.

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

Section 317 of the California General Corporation Law authorizes a court to award, or a corporation’s Board of Directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the “Securities Act”). Further, the Company’s Articles of Incorporation and Bylaws provide for indemnification of certain agents to the maximum extent permitted by the California General Corporation Law. Persons covered by this indemnification include any current or former directors, officers, employees and other agents of the Company, as well as persons who serve at the request of the Company as directors, officers, employees or agents of another enterprise.

II-1

In addition, the Company has entered into contractual agreements with each director and certain officers of the Company designated by the Board to indemnify such individuals to the full extent permitted by law. These Agreements also resolve certain procedural and substantive matters that are not covered, or are covered in less detail, in the Bylaws or by the California General Corporation Law.

Item 7.    Exemption from Registration Claimed.

Not applicable.

Item 8.    Exhibits.

Exhibit Number	Description
4.1	2003 Inducement Stock Option Plan.
5.1	Opinion of Wilson Sonsini Goodrich & Rosati, P.C. as to legality of securities being registered.
23.1	Consent of Deloitte & Touche LLP
23.2	Consent of PricewaterhouseCoopers LLP.
23.3	Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in Exhibit 5.1).
24.1	Power of Attorney (see page II-5).

II-2

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 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 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 Company’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.

(c)    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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, 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 Santa Cruz, State of California, on this 28th day of May, 2003.

TARANTELLA, INC.

/s/    STEVEN M. SABBATH

Steven M. Sabbath, Esq.

Senior Vice President, Law and Corporate Affairs, and Secretary

II-4

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Douglas L. Michels and Steven M. Sabbath, and each of them acting individually, as his attorney-in-fact, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8, 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 attorney-in-fact, or his substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities on May 28, 2003:

Signature	Title
/s/    DOUGLAS L. MICHELS	President, Chief Executive Officer and Director (Principal Executive Officer)
(Douglas L. Michels)
/s/    RANDY BRESEE	Senior Vice President and Chief Financial Officer
(Randy Bresee)
/s/    ALOK MOHAN	Chairman, Board of Directors
(Alok Mohan)
/s/    NINIAN EADIE	Director
(Ninian Eadie)
/s/    RONALD LACHMAN	Director
(Ronald Lachman)
/s/    ROBERT M. MCCLURE	Director
(Robert M. McClure)
/s/    R. DUFF THOMPSON	Director
(R. Duff Thompson)
/s/    GILBERT P. WILLIAMSON	Director
(Gilbert P. Williamson)

II-5

TARANTELLA, INC.

REGISTRATION STATEMENT ON FORM S-8

INDEX TO EXHIBITS

Exhibit Number	Description
4.1	2003 Inducement Stock Option Plan.
5.1	Opinion of Wilson Sonsini Goodrich & Rosati, P.C. as to legality of securities being registered.
23.1	Consent of Deloitte & Touche LLP.
23.2	Consent of PricewaterhouseCoopers LLP.
23.3	Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in Exhibit 5.1).
24.1	Power of Attorney (see page II-5).