
<PAGE>

    As Filed With the Securities and Exchange Commission on April 11, 2001
                                               Registration No. 333-____________
================================================================================


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

                                   FORM S-3
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                  ___________

                            EXTREME NETWORKS, INC.
            (Exact name of registrant as specified in its charter)

                                  ___________

         Delaware                                                77-0430270
(State or other jurisdiction of                                 (IRS Employer
incorporation or organization)                               Identification No.)


                              3585 Monroe Street
                         Santa Clara, California 95051
                                (408) 579-2800
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                                  ___________

                                Gordon L. Stitt
                            Chief Executive Officer
                            EXTREME NETWORKS, INC.
                              3585 Monroe Street
                         Santa Clara, California 95051
                                (408) 579-2800
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                  Copies to:
                            J. HOWARD CLOWES, ESQ.
                       Gray Cary Ware & Freidenrich LLP
                        139 Townsend Street, Suite 400
                     San Francisco, California 94107-1922
                                (415) 836-9220
                                  ___________

     Approximate date of commencement of proposed sale to the public:  As soon
as practicable after the effective date of this Registration Statement.
     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please 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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
================================================================================================================================
                                                              Proposed Maximum          Proposed Maximum           Amount of
Title of Each Class of Securities         Amount to be       Offering Price Per        Aggregate Offering       Registration Fee
       to be Registered                    Registered            Share (1)                 Price (1)
--------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                 <C>                       <C>                      <C>
Common Stock, $0.001 par value         2,884,285 shares         $15.49                    $44,677,574.65          $11,169.39
================================================================================================================================
</TABLE>

(1)  Estimated pursuant to Rule 457(c) solely for the purpose of computing the
     registration fee and based on the average of the high and low trading
     prices of the common stock of Extreme Networks, Inc. as reported on the
     Nasdaq National Market on April 9, 2001.
                                 ____________

The Registrant 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 such Section 8(a),
may determine.

The information in this prospectus is not complete and may be changed. The
selling stockholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and is not soliciting offers
to buy these securities in any state where the offer or sale is not permitted.

================================================================================
<PAGE>

                  Subject to Completion, Dated April 11, 2001

PRELIMINARY PROSPECTUS

                               2,884,285 Shares

                            [EXTREME NETWORKS LOGO]

                                 Common Stock

     This prospectus relates to the public offering, which is not being
underwritten, of shares of the common stock of Extreme Networks, Inc. (the
"Company" or "Extreme").  The shares of Extreme common stock may be offered by
any of the selling stockholders named in this prospectus.  We will receive no
part of the proceeds of any sales made under this prospectus.  All expenses of
registration incurred in connection with this offering are being borne by us,
but all selling and other expenses incurred by the selling stockholders will be
borne by such selling stockholders.  None of the shares offered by this
prospectus has been registered prior to the filing of the registration statement
of which this prospectus is a part.

     The common stock offered in this prospectus may be offered and sold by the
selling stockholders directly or through broker-dealers or underwriters acting
solely as agents.  In addition, the broker-dealers and underwriters may acquire
the common stock as principals.  The distribution of the common stock may be
effected in one or more transactions.  These transactions may take place through
the Nasdaq National Market, privately negotiated transactions, underwritten
public offerings, or a combination of any such methods of sale.  These
transactions may be made at market prices prevailing at the time of sale, prices
related to the prevailing market prices or negotiated prices.  Usual and
customary or specially negotiated brokerage fees or commissions may be paid by
the selling stockholders in connection with these sales.

     The shares of Extreme are included for quotation in the Nasdaq National
Market under the symbol "EXTR."  On April 9, 2001, the reported last sale price
of Extreme common stock in the Nasdaq National Market was $15.49 per share.

     SEE "RISK FACTORS" ON PAGES 4 TO 14 FOR FACTORS THAT SHOULD BE CONSIDERED
BEFORE INVESTING IN THE SHARES OF EXTREME.

                                  ___________

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

                 The date of this prospectus is April 11, 2001.
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
PROSPECTUS SUMMARY........................................................     1

WHERE YOU CAN FIND ADDITIONAL INFORMATION.................................     3

INFORMATION INCORPORATED BY REFERENCE.....................................     3

FORWARD LOOKING INFORMATION...............................................     4

RISK FACTORS..............................................................     4

USE OF PROCEEDS...........................................................    15

SELLING STOCKHOLDERS......................................................    15

PLAN OF DISTRIBUTION......................................................    17

LEGAL MATTERS.............................................................    18
</TABLE>

     You should rely on the information contained in this prospectus.  We have
not authorized anyone to provide you with information different from that
contained in this prospectus.  We are offering to sell, and seeking offers to
buy, shares of common stock only in jurisdictions where offers and sales are
permitted.  The information contained in this prospectus is accurate only as of
the date of this prospectus, regardless of the time of delivery of the
prospectus or of any sale of the common stock.
<PAGE>

                               PROSPECTUS SUMMARY
                               ------------------

     You should read the following summary together with the more detailed
information regarding our Company, the common stock being sold in this offering,
our financial statements and notes thereto appearing elsewhere in this
prospectus.

     Extreme is a leading provider of broadband switching solutions.  We believe
we deliver a simplified approach for building networks consistent with our
corporate vision of "Ethernet Everywhere."  Using Ethernet and Internet Protocol
standards, our simple-to-use products are designed to meet the growing needs of
enterprise local area networks, service providers, metropolitan area networks,
and web-content providers.  Our product solutions offer the competitive
advantages of superior performance, scalability to meet customer needs,
flexibility with respect to the allocation of network resources, ease of use,
and lower cost of network ownership.

     We achieve these advantages through the use of custom semiconductors in our
products, also known as application specific integrated circuits, or ASICs, and
by adopting uniform hardware and software designs throughout our product line.
By using hardware-based architecture, our products are able to route network
traffic, a function commonly referred to as Layer 3 switching, at a faster rate
than by means of the software implementations used in competing products.
Traditional Layer 3 products rely primarily on software that may result in
slower traffic speeds and the loss of message packets in the switch during high
network traffic periods.  The ASIC-based, wire-speed architecture in our
products is designed to avoid the loss of packets, and thereby improve overall
system performance.

     We have achieved rapid growth by pursuing opportunities in both existing
and new markets, including medium and large enterprises, service providers, web-
content providers, and application service providers. Our customers operate in a
dynamic business environment in which information is available from multiple
sources, network traffic is unpredictable, and performance demands are
continually rising. In response to these challenges, we aim to benefit our
customers by offering products that target mission-critical web applications,
such as server collocation, enterprise resource planning, e-commerce, Voice-
over-Internet Protocol, and private intranets.

     The network switch market in which we operate has demonstrated significant
growth in recent years.  The Dell'Oro Group, a research and consulting firm,
estimates in an independently prepared market report dated January 2001, that
the market for Layer 3 switching equipment totaled $2.1 billion in 1999, and is
expected to increase to approximately $6.8 billion in 2002.  Furthermore, the
same firm estimates the market for Layer 4 through 7 open systems
interconnection model content networking devices to reach $1.8 billion in 2002.
Extreme is in the process of extending its offering of Internet Protocol
services to provide Layer 4 through 7 switching solutions required for building
high-performance content-aware networks.

     We believe the past few years have witnessed a shift in the focus and
direction of network infrastructure technology toward Internet Protocol and
Ethernet-based switching networks.  These networks offer a simplified, high-
performance network architecture to meet existing and future application
requirements.  As a result, other competing technologies are giving way to a new
industry convergence toward Internet Protocol and Ethernet-based switching.

     Our goal is to deliver a simplified approach for building network
infrastructure and to facilitate communication for a broad range of user
applications.  Our family of BlackDiamond, Summit, and Alpine switching
solutions incorporate a unique combination of an ASIC-based architecture and
network management software offering the following benefits:

     .    High performance: Our products provide Gigabit Ethernet and Fast
          Ethernet together with non-blocking, wire-speed Layer 3 switching.

     .    Simplicity and consistency: Our products share the same hardware,
          software, and management architecture. This allows businesses to build
          a consistent end-to-end network that shares a common set of features,
          performance, and management capabilities, making our networks easier
          to manage and administer, and reducing the overall cost of network
          ownership.
<PAGE>

     .    Scalability: Our products offer high speed and bandwidth with the
          capability to scale networks to support demanding applications in the
          future.

     .    Policy-Based Quality of Service: Our Policy-Based Quality of Service,
          or QoS, allows network managers to allocate and prioritize the
          bandwidth for specific applications and computer users. Accordingly,
          mission-critical traffic, such as e-commerce transactions, can receive
          more bandwidth and higher priority than less important traffic.

     We sell our products through domestic and international resellers,
distributors, and our field sales organization.  We have entered into agreements
with more than 140 resellers in 50 countries, and we have established key
relationships with leaders in the telecommunications, personal computer, and
computer networking industries.  Our field sales organization supports and
develops leads for our resellers and distributors, and is actively working to
expand the number of key accounts and strategic customers.  Our products have
been deployed in many organizations, ranging from companies in the fields of
telecommunications, manufacturing, health care, computer services, media, and
finance to educational and governmental institutions.

     We are incorporated in Delaware.  Our executive offices are located at 3585
Monroe Street, Santa Clara, California 95051-1450 and our telephone number is
(408) 579-2800.

     Recent Developments

     On January 2, 2001, we announced that we signed a definitive agreement to
acquire privately held Optranet, Inc., a developer of broadband access
equipment.  The total purchase price was approximately $73 million, payable in
common stock and options to acquire common stock.  The transaction closed on
January 31, 2001 and will be accounted for under the purchase method of
accounting.

     On March 2, 2001, we announced that we signed a definitive agreement to
acquire privately held WebStacks, Inc., a developer of content networking
devices.  The total purchase price is up to approximately $90 million, payable
in common stock, options to acquire common stock, and cash.  The transaction
closed on March 7, 2001 and will be accounted for under the purchase method of
accounting.

     On April 5, 2001, we announced that we expected revenue for the third
quarter ended March 31, 2001 to be approximately $110 to $115 million.  Based on
these revenues, we expect to report a pro forma loss of approximately $0.06 to
$0.08 per share for the quarter, as further detailed in the Form 8-K filed with
the Securities and Exchange Commission on April 6, 2001 and incorporated by
reference herein.

                                       2
<PAGE>

                   WHERE YOU CAN FIND ADDITIONAL INFORMATION

     We have filed a registration statement on Form S-3 under the Securities Act
of 1933, as amended, with the Securities and Exchange Commission.  This
prospectus, which constitutes a part of the registration statement, does not
contain all of the information set forth in the registration statement or the
exhibits and schedules which are a part of the registration statement.  For
further information with respect to us and our common stock, please refer to the
registration statement and the exhibits and schedules filed with it.  You may
read and copy any document which we file with the SEC at the SEC's public
reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549, or in New
York, New York and Chicago, Illinois.

     We are also subject to the information and periodic reporting requirements
of the Securities Exchange Act of 1934, as amended.  We file reports, proxy
statements, and other information with the SEC to comply with the Exchange Act.
These reports, proxy statements, and other information can be inspected and
copied on the Internet at http://www.sec.gov; at the SEC's regional offices at:
Seven World Trade Center, New York, New York 10048 and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661; and at the Public Reference Room of the
SEC, 450 Fifth Street, N.W., Washington, D.C. 20549.  You may call the SEC at 1-
800-SEC-0330 to obtain information regarding the operation of the Public
Reference Room.  Reports, proxy statements, and other information concerning our
company also may be inspected at the National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006.

                     INFORMATION INCORPORATED BY REFERENCE

     The SEC allows us to incorporate by reference the information we file with
them, which means that we can disclose important information to you by referring
you to those documents.  The information incorporated by reference is considered
to be a part of this prospectus.  Any information that we file with the SEC will
automatically update and supersede this information.  We incorporate by
reference the documents listed below and any additional documents we file with
the SEC.  This registration statement incorporates by reference the documents
listed below that we have previously filed with the Securities and Exchange
Commission.  They contain important information about us and our financial
condition.

     The following documents filed with the SEC are incorporated by reference
into this prospectus:

     .    our Annual Report on Form 10-K for the year ended July 2, 2000;

     .    our Definitive Proxy Statement relating to the Annual Meeting of
          Stockholders held on November 21, 2000;

     .    our Quarterly Reports on Form 10-Q for the quarters ended October 1,
          2000 and December 31, 2000;

     .    our Current Report on Form 8-K filed with the SEC on April 6, 2001;
          and

     .    the description of our common stock contained in "Description of
          Capital Stock" contained in our Registration Statement on Form S-1
          filed with the SEC on February 5, 1999.

     All documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this prospectus and prior to the termination
of the offering of securities contemplated by this prospectus shall be deemed to
be incorporated by reference in this prospectus.  Those documents shall be
considered to be a part of this prospectus from the date of filing of such
documents.  Any statement contained in a document incorporated by reference or
deemed to be incorporated by reference into this prospectus shall be deemed to
be modified or superseded for all purposes of this prospectus and the
registration statement to the extent that a statement contained in this
prospectus, in any document incorporated by reference or in any subsequently
filed document which also is incorporated or deemed to be incorporated by
reference in this prospectus modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.

     We will provide without charge to each person, including any beneficial
owner, to whom a copy of this prospectus has been delivered a copy of any and
all of the documents referred to above which have been or may be

                                       3
<PAGE>

incorporated in this prospectus by reference and were not delivered with this
prospectus. We will not deliver exhibits to such documents, unless such exhibits
are specifically incorporated by reference. We will provide this information
upon written or oral request by a person to whom we delivered a copy of the
prospectus. Requests for such copies should be directed to our principal
executive offices located at 3585 Monroe Street, Santa Clara, California 95051,
Attention: Secretary. Our general telephone number is (408) 579-2800.

                          FORWARD LOOKING INFORMATION

     Some of the information in this prospectus, including the following risk
factors section, contains forward-looking statements that involve risks and
uncertainties.  These statements relate to future events or our future financial
performance.  In many cases, you can identify forward-looking statements by
terminology such as "may," "will," "should," "expects," "plans," "anticipates,"
"believes," "estimates," "predicts," "potential," or "continue," or the negative
of such terms and other comparable terminology.  These statements are only
predictions.  Our actual results could differ materially from those anticipated
in these forward-looking statements as a result of a number of factors,
including the risks faced by us described below and elsewhere in this
prospectus.

     We believe it is important to communicate our expectations to our
investors.  However, there may be events in the future that we are not able to
predict accurately or over which we have no control.  The risk factors listed
below, as well as any cautionary language in this prospectus, provide examples
of risks, uncertainties and events that may cause our actual results to differ
materially from the expectations we describe in our forward-looking statements.
Before you invest in our common stock, you should be aware that the occurrence
of the events described in these risk factors and elsewhere in this prospectus
could have a material adverse effect on our business, operating results, and
financial condition.

                                 RISK FACTORS

     You should carefully consider the risks described below, in addition to the
other information in this prospectus, before purchasing shares of our common
stock.  Each of these risk factors could adversely affect our business,
financial condition, and operating results as well as adversely affect the value
of an investment in our common stock.

Factors That May Affect Our Results

We Have a Limited History of Profitability and We Cannot Assure You that We Will
Continue to Achieve Profitability

     Although our revenue has grown in recent quarters, we cannot be certain
that we will realize sufficient revenue in any period to achieve continued
profitability.  Fiscal 2000 was the first year in which Extreme achieved
profitability in each of the four quarters.  We anticipate continuing to incur
significant sales and marketing, product development and general and
administrative expenses and, as a result, we will need to generate significantly
higher revenue to sustain profitability.  In particular, we have significantly
increased the number of our sales and marketing personnel.  In addition, the
amortization of purchased goodwill and intangibles, and deferred compensation
associated with acquisitions, will result in material charges.

A Number of Factors Could Cause Our Quarterly Financial Results to Be Worse Than
Expected, Resulting in a Decline in Our Stock Price

     We plan to increase our operating expenses to expand our sales and
marketing activities, broaden our customer support capabilities, develop new
distribution channels, fund increased levels of research and development and
build our operational infrastructure.  We base our operating expenses on
anticipated revenue trends and a high percentage of our expenses are fixed in
the short term.  As a result, any delay in generating or recognizing revenue
could cause our quarterly operating results to be below the expectations of
public market analysts or investors, which could cause the price of our common
stock to fall.

     We may experience a delay in generating or recognizing revenue for a number
of reasons.  Orders at the beginning of each quarter typically do not equal
expected revenue for that quarter and are generally cancelable at

                                       4
<PAGE>

any time. Accordingly, we are dependent upon obtaining orders in a quarter for
shipment in that quarter to achieve our revenue objectives. In addition, the
timing of product releases, purchase orders and product availability could
result in significant product shipments at the end of a quarter. Failure to ship
these products by the end of a quarter may adversely affect our operating
results. Furthermore, our customer agreements typically provide that the
customer may delay scheduled delivery dates and cancel orders within specified
timeframes without significant penalty. Furthermore, some of our customer
agreements include acceptance provisions that delay our ability to recognize
revenue upon shipment.

     Our quarterly revenue and operating results have varied significantly in
the past and may vary significantly in the future due to a number of factors,
including, but not limited to, the following:

     .    fluctuations in demand for our products and services, including
          seasonality, particularly in Asia and Europe;

     .    unexpected product returns or the cancellation or rescheduling of
          orders;

     .    our ability to develop, introduce, ship and support new products and
          product enhancements and manage product transitions;

     .    announcements and new product introductions by our competitors;

     .    our ability to develop and support customer relationships with service
          providers and other potential large customers;

     .    our ability to achieve targeted cost reductions;

     .    our ability to obtain sufficient supplies of sole or limited sourced
          components for our products on a timely basis;

     .    increases in the prices of the components we purchase;

     .    our ability to achieve and maintain desired production volumes and
          quality levels for our products;

     .    the mix of products sold and the mix of distribution channels through
          which products are sold;

     .    costs relating to possible acquisitions and the integration of
          technologies or businesses;

     .    the effect of amortization of goodwill, deferred compensation, and
          purchased intangibles resulting from existing or new transactions; and

     .    changes in general and/or specific economic conditions in the
          networking industry.

     Due to the foregoing factors, we believe that period-to-period comparisons
of our operating results should not be relied upon as an indicator of our future
performance.

Intense Competition in the Market for Networking Equipment Could Prevent Us from
Increasing Revenue and Prevent Us from Sustaining Profitability

     The market for networking switches is intensely competitive.  Our principal
competitors include Cisco Systems, Foundry Networks, Riverstone Networks, and
Nortel Networks.  In addition, a number of private companies have announced
plans for new products that may compete with our own products.  Many of our
current and potential competitors have the advantages over us of longer
operating histories and substantially greater financial, technical, sales,
marketing, and other resources, in addition to greater name recognition and
larger

                                       5
<PAGE>

installed customer bases.  These competitors may have developed, or could
in the future, develop new competing products based on technologies that render
our products obsolete.

     To remain competitive, we believe we must, among other things, invest
significant resources in developing new products enhancing our current products
and maintaining customer satisfaction.  If we fail to do so, our products may
not compete favorably with those of our competitors, which could have a material
adverse effect on our revenue and future profitability.

We Expect the Average Selling Prices of Our Products to Decrease Which May
Reduce Gross Margins or Revenue

     The network equipment industry has experienced rapid erosion of average
selling prices due to a number of factors, including competitive pricing
pressures and rapid technological change.  We may experience substantial period-
to-period fluctuations in future operating results due to the erosion of our
average selling prices.  We anticipate that the average selling prices of our
products will decrease in the future in response to competitive pricing
pressures, increased sales discounts, and new product introductions by us or our
competitors, including, for example, competitive products manufactured with low
cost merchant silicon.  Therefore, to maintain our gross margins, we must
develop and introduce on a timely basis new products and product enhancements
and continually reduce our product costs.  Our failure to do so would cause our
revenue and gross margins to decline, which could have a material adverse effect
on our operating results and cause the price of our common stock to decline.

The Market in Which We Compete is Subject to Rapid Technological Change and to
Compete, We Must Continually Introduce New Products that Achieve Broad Market
Acceptance

     The network equipment market is characterized by rapid technological
change, frequent new product introductions, changes in customer requirements,
and evolving industry standards.  If we do not address these changes by
regularly introducing new products, our product line will become obsolete.
Developments in routers and routing software could also significantly reduce
demand for our product.  Alternative technologies could achieve widespread
market acceptance and displace the Ethernet technology on which our product
lines and architecture are based.  We cannot assure you that our technological
approach will achieve broad market acceptance or that other technologies or
devices will not supplant our own products and technology.

     When we announce new products or product enhancements that have the
potential to replace or shorten the life cycle of our existing products,
customers may defer purchasing our existing products.  These actions could have
a material adverse effect on our operating results by unexpectedly decreasing
sales, increasing inventory levels of older products, and exposing us to greater
risk of product obsolescence.  The market for switching products is evolving and
we believe our ability to compete successfully in this market is dependent upon
the continued compatibility and interoperability of our products with products
and architectures offered by other vendors.  In particular, the networking
industry has been characterized by the successive introduction of new
technologies or standards that have dramatically reduced the price and increased
the performance of switching equipment.  To remain competitive we need to
introduce products in a timely manner that incorporate or are compatible with
these emerging technologies.  We cannot assure you that new products will be
commercially successful.  We have experienced delays in releasing new products
and product enhancements in the past that has resulted in lower quarterly
revenue than anticipated.  We may experience similar delays in product
development and release in the future and any delay in product introduction
could adversely affect our ability to compete and cause our operating results to
be below our expectations or the expectations of public market analysts or
investors.

Continued Rapid Growth Will Strain Our Operations and Will Require Us to Incur
Costs to Upgrade Our Infrastructure

     We have experienced a period of rapid growth and expansion that has placed,
and continues to place, a significant strain on our resources.  Even if we
manage this growth effectively, we may make mistakes in operating our business
such as inaccurate sales forecasting, incorrect material planning, or inaccurate
financial reporting, which may result in unanticipated fluctuations in our
operating results.  Our net revenue increased significantly during the last
fiscal year, and from December 31, 1999 to December 31, 2000, the number of our
employees increased from 367 to 924.  We expect our anticipated growth and
expansion to strain our management, operational,

                                       6
<PAGE>

and financial resources. Our management team has had limited experience managing
such rapidly growing companies on a public or private basis. To accommodate this
anticipated growth, we will be required to:

     .    improve and update operational, information and financial systems,
          procedures and controls;

     .    hire, train, and manage additional qualified personnel in the fields
          of engineering, sales, marketing, and networking technology; and

     .    effectively manage multiple relationships with our customers,
          suppliers, and other third parties.

     We may not be able to install adequate control systems in an efficient and
timely manner, and our current or planned personnel systems, procedures, and
controls may not be adequate to support our future operations.  We may need to
modify and improve our management information system to meet the increasing
needs associated with our growth.  The difficulties associated with installing
and implementing these new systems, procedures, and controls may place a
significant burden on our management and our internal resources.  In addition,
as we grow internationally, we need to expand our worldwide operations and
enhance our communications infrastructure.  Any delay in the implementation of
such new or enhanced systems, procedures or controls, or any disruption in the
transition to such new or enhanced systems, procedures or controls, could
adversely affect our ability to accurately forecast sales demand, manage our
supply chain and record and report financial and management information on a
timely and accurate basis.

We Must Develop and Expand Our Indirect Distribution Channels to Increase
Revenues and Improve Our Operating Results

     Our distribution strategy focuses primarily on developing and expanding
indirect distribution channels through resellers and distributors, in addition
to expanding our field sales organization.  If we fail to develop and cultivate
relationships with significant resellers, or if these resellers are not
successful in their sales efforts, sales of our products may decrease and our
operating results would suffer.  Many of our resellers also sell products that
compete with our products.  We are developing a two-tier distribution structure
in Europe and the United States which has and will require us to enter into
agreements with a number of stocking distributors.  We have entered into two-
tier distribution agreements; however, we cannot assure you that we will
continue to be able to enter into additional distribution agreements or that we
will be able to successfully manage the transition of resellers to a two-tier
distribution channel.  Our failure to do so could limit our ability to grow or
sustain revenue.  In addition, our operating results will likely fluctuate
significantly depending on the timing and amount of orders from our resellers.
We cannot assure you that our resellers will market our products effectively or
continue to devote the resources necessary to provide us with effective sales,
marketing and technical support.

     In an effort to support and develop leads for our indirect distribution
channels and to expand our direct sales to customers, we plan to continue to
expand our field sales and support staff.  We cannot assure you that this
internal expansion will be successfully completed, that the cost of this
expansion will not exceed the revenues generated, or that our expanded sales and
support staff will be able to compete successfully against the significantly
more extensive and well-funded sales and marketing operations of many of our
current or potential competitors.  Our inability to effectively establish our
distribution channels or manage the expansion of our sales and support staff
would materially adversely affect our ability to grow and increase revenue.

Most of Our Revenue is Derived From Sales of Three Product Families, So We are
Dependent on Widespread Market Acceptance of These Products; Future Performance
will Depend on the Introduction and Acceptance of New Products

     In the quarter ended December 31, 2000, we derived substantially all of our
revenue from sales of our Summit, BlackDiamond, and Alpine product families.  We
expect that revenue from these product families will account for a substantial
portion of our revenue for the foreseeable future.  Accordingly, widespread
market acceptance of our product families is critical to our future success.
Factors that may affect the market acceptance of our products include market
acceptance of switching products, and Gigabit Ethernet and Layer 3 switching
technologies in particular, in the enterprise, service provider and metropolitan
area network markets, the performance, price and total cost of ownership of our
products, the availability and price of competing products and

                                       7
<PAGE>

technologies, and the success and development of our resellers, distributors,
and field sales channels. Many of these factors are beyond our control. Our
future performance will also depend on the successful development, introduction,
and market acceptance of new and enhanced products that address customer
requirements in a cost-effective manner. In the past we have experienced delays
in product development and such delays may occur in the future. We introduced a
new product family in fiscal 2000 that is based on a new generation chip set. In
addition, we also introduced new products within our existing product lines that
incorporate this new chip set. The introduction of new and enhanced products may
cause our customers to defer or cancel orders for existing products. Therefore,
to the extent customers defer or cancel orders in the expectation of any new
product release, any delay in development or introduction could cause our
operating results to suffer. Failure of our existing or future products to
maintain and achieve widespread levels of market acceptance may significantly
impair our revenue growth.

If a Key Reseller, Distributor, or Other Significant Customer Cancels or Delays
a Large Purchase, Our Revenues May Decline and the Price of Our Stock May Fall

     To date, a limited number of resellers, distributors, and other customers
have accounted for a significant portion of our revenue.  If any of our large
customers stop or delay purchases, our revenue and profitability would be
adversely affected.  For example, for the six months ended December 31, 2000,
Tech Data Corporation accounted for 14% of our net revenue.  Because our expense
levels are based on our expectations as to future revenue and to a large extent
are fixed in the short term, a substantial reduction or delay in sales of our
products to, or the loss of any significant reseller, distributor, or other
customer, or unexpected returns from resellers could harm our business,
operating results and financial condition.  Although our largest customers may
vary from period-to-period, we anticipate that our operating results for any
given period will continue to depend to a significant extent on large orders
from a small number of customers, particularly in view of the high sales price
per unit of our products and the length of our sales cycles.

     While our financial performance depends on large orders from a few key
resellers, distributors, and other significant customers, we do not have binding
commitments from any of them.  For example:

     .    our service provider and enterprise network customers can stop
          purchasing and our resellers, and distributors can stop marketing our
          products at any time;

     .    our reseller agreements generally are not exclusive and are for one-
          year terms, with no obligation of the resellers to renew the
          agreements;

     .    our reseller agreements provide for discounts based on expected or
          actual volumes of products purchased or resold by the reseller in a
          given period; and

     .    our reseller, distributor and end-user customer agreements generally
          do not require minimum purchases.

     Under specified conditions, some third-party distributors are allowed to
return products to us.  Extreme defers recognition of revenue on sales to
distributors until the distributors sell the product.

Some of Our Customers Depend on the Internet and its Rapid Growth for All or
Substantially All of Their Revenue and May Not Have the Resources to Pay for Our
Products as a Result of the Current Economic Environment

     Some of our customers depend on the Internet and its rapid growth for all
or substantially all of their revenue. However, with the recent economic
slowdown, these customers are forecasting that their revenue for the foreseeable
future will generally be lower than anticipated, and some of these customers are
experiencing, or are likely to experience, serious cash flow problems. As a
result, if some of these customers are not successful in generating sufficient
revenue or securing alternate financing arrangements, we may not be able to
collect the receivables that they owe us. The inability of some of our potential
customers to pay us for our products may adversely affect our timing of revenue
recognition, which may cause our stock price to decline.

                                       8
<PAGE>

The Sales Cycle for Our Products is Long and We May Incur Substantial Non-
Recoverable Expenses or Devote Significant Resources to Sales that Do Not Occur
When Anticipated

     The timing of our sales revenue is difficult to predict because of our
reliance on indirect sales channels and the length and variability of our sales
cycle.  Our products have a relatively high sales price per unit, and often
represent a significant and strategic decision by an enterprise regarding its
communications infrastructure.  Accordingly, we point out that:

     .    the decision by customers to purchase our products is often based on
          the results of a variety of internal procedures associated with the
          evaluation, testing, implementation and acceptance of new
          technologies;

     .    the evaluation process frequently results in a lengthy sales process,
          typically ranging from three months to longer than a year, and as a
          result, our ability to sell products is subject to a number of
          significant risks, including budgetary constraints and internal
          acceptance reviews; and

     .    the length of our sales cycle may also vary substantially from
          customer to customer. We may incur substantial sales and marketing
          expenses and expend significant management effort during the time that
          customers are evaluating products in consideration of a possible
          purchase; and

     .    if a sales forecast from a specific customer for a particular quarter
          is not realized in that quarter, we may be unable to compensate for
          the shortfall, which could harm our operating results.

We Purchase Several Key Components for Products From Single or Limited Sources
and Could Lose Sales if These Sources Fail to Fill Their Needs

     We currently purchase several key components used in the manufacture of our
products from single or limited sources and are dependent upon supply from these
sources to meet our needs.  Certain components such as tantalum capacitors,
static random access memory, or SRAM, and printed circuit boards have been and
may in the future be in short supply.  While we have been able to meet our needs
to date, we have in the past and are likely in the future to encounter shortages
and delays in obtaining these or other components and this could have a material
adverse effect on our ability to meet customer orders.  Our principal sole
sourced components include:

     .    ASICs;

     .    microprocessors;

     .    programmable integrated circuits;

     .    selected other integrated circuits;

     .    cables;

     .    custom power supplies; and

     .    custom-tooled sheet metal.

Our principal limited sourced components include:

     .    flash memories;

     .    dynamic and static random access memories, commonly known as DRAMs and
          SRAMs, respectively; and

     .    printed circuit boards.

                                       9
<PAGE>

     We use a rolling six-month forecast based on anticipated product orders to
determine our material requirements.  Lead times for materials and components we
order vary significantly, and depend on factors such as the specific supplier,
contract terms, and demand for a component at a given time.  If orders do not
match forecasts, we may have excess or inadequate inventory of certain materials
and components, which could have a material adverse effect on our operating
results and financial condition.  From time-to-time we have experienced
shortages and allocations of certain components, resulting in delays in filling
orders.  In addition, during the development of our products we have experienced
delays in the prototyping of our ASICs, which in turn has led to delays in
product introductions.

We Need to Expand Our Manufacturing Operations and We Depend on Contract
Manufacturers for Substantially All of Our Manufacturing Requirements

     If the demand for our products continues to grow, we will need to increase
our material purchases, contract manufacturing capacity and internal test and
quality functions.  Any disruptions in product flow could limit our revenue,
adversely affect our competitive position and reputation, and result in
additional costs or cancellation of orders under agreements with our customers.

     We rely on third party contractors to manufacture our products.  We
currently subcontract our manufacturing to three companies - Flextronics
International, Ltd., located in San Jose, California, MCMS, Inc., located in
Boise, Idaho, and Solectron Corporation, located in Milpitas, California.  We
have experienced delays in product shipments from contract manufacturers in the
past, which in turn delayed product shipments to our customers.  We may in the
future experience similar or other problems, such as inferior quality and
insufficient quantity of product, any of which could have a material adverse
effect on our business and operating results.  There can be no assurance that we
will effectively manage our contract manufacturers or that these manufacturers
will meet our future requirements for timely delivery of products of sufficient
quality and quantity.  We intend to regularly introduce new products and product
enhancements, which will require that we rapidly achieve volume production by
coordinating our efforts with those of our suppliers and contract manufacturers.
The inability of our contract manufacturers to provide us with adequate supplies
of high-quality products or the loss of any of our contract manufacturers would
cause a delay in our ability to fulfill orders and would have a material adverse
effect on our business, operating results and financial condition.

     As part of our cost-reduction efforts, we will need to realize lower per
unit product costs from our contract manufacturers by means of volume
efficiencies.  However, we cannot be certain when or if such price reductions
will occur.  The failure to obtain such price reductions would adversely affect
our gross margins and operating results.

We and Manufacturers of Our Products Rely on a Continuous Power Supply to
Conduct Operations, and California's Current Energy Crisis Could Disrupt Our
Business and Increase Our Expenses

     California is in the midst of an energy crisis that could disrupt our
operations and increase our expenses.  In the event of an acute power shortage,
that is, when power reserves for California fall below 1.5%, electricity
providers have on some occasions implemented, and may in the future continue to
implement, rolling blackouts.  Two of the three manufacturers of our products,
Flextronics and Solectron, are located in California.  As a result of this
crisis, these contractors may be unable to manufacture sufficient quantities of
our products to meet our needs, or they may increase the fees charged for their
services.  We do not have long-term contracts with either Flextronics or
Solectron.  The inability of our contract manufacturers to provide us with
adequate supplies of products would cause a delay in our ability to fulfill our
orders, which would hurt our business, and any increase in their fees could
adversely affect our financial condition.

     In addition, the majority of our operations are located in California.  We
currently do not have backup generators or alternate sources of power in the
event of a blackout.  If blackouts interrupt our power supply, we would
temporarily be unable to continue operations at our facilities.  Any such
interruption in our ability to continue operations at our facilities could
damage our reputation, harm our ability to retain existing customers and to
obtain new customers, and could result in lost revenue, any of which could
substantially harm our business and results of operation.

                                      10
<PAGE>

If We Lose Key Personnel or are Unable to Hire Additional Qualified Personnel as
Necessary, We May Not Be Able to Successfully Manage Our Business or Achieve Our
Objectives

     Our success depends to a significant degree upon the continued
contributions of our key management, engineering, sales and marketing and
operations personnel, many of whom would be difficult to replace.  In
particular, we believe that our future success is highly dependent on Gordon
Stitt, chairman, president and chief executive officer, Stephen Haddock, vice
president and chief technical officer, and Herb Schneider, vice president of
engineering.  We do not have employment contracts with these personnel nor do we
carry life insurance on any of our key personnel.

     We believe our future success will also depend in large part upon our
ability to attract and retain highly skilled managerial, engineering, sales and
marketing, finance, and operations personnel.  Competition for these personnel
is intense, especially in the San Francisco Bay Area, and we have had difficulty
hiring employees, particularly software engineers, in the timeframe we desire.
There can be no assurance that we will be successful in attracting and retaining
such personnel.  The loss of the services of any of our key personnel, the
inability to attract or retain qualified personnel in the future or delays in
hiring desired personnel, particularly engineers and sales personnel, could make
it difficult for us to manage our business and meet key objectives, such as new
product introductions.  In addition, companies in the networking industry whose
employees accept positions with competitors frequently claim that competitors
have engaged in unfair hiring practices.  We have from time to time received
claims like this from other companies and, although to date they have not
resulted in material litigation, we cannot assure you that we will not receive
additional claims in the future as we seek to hire qualified personnel or that
such claims will not result in material litigation.  We could incur substantial
costs in defending ourselves against any such claims, regardless of the merits
of such claims.

Our Products Must Comply With Evolving Industry Standards and Complex Government
Regulations or Our Products May Not Be Widely Accepted, Which May Prevent Us
From Sustaining Our Revenues or Achieving Profitability

     The market for network equipment products is characterized by the need to
support industry standards as different standards emerge, evolve and achieve
acceptance.  We will not be competitive unless we continually introduce new
products and product enhancements that meet these emerging standards.  In the
past, we have introduced new products that were not compatible with certain
technological changes, and in the future we may not be able to effectively
address the compatibility and interoperability issues that arise as a result of
technological changes and evolving industry standards.  Our products must comply
with various U.S. federal government regulations and standards defined by
agencies such as the Federal Communications Commission, in addition to standards
established by governmental authorities in various foreign countries and
recommendations of the International Telecommunication Union.  If we do not
comply with existing or evolving industry standards or if we fail to obtain
timely domestic or foreign regulatory approvals or certificates we will not be
able to sell our products where these standards or regulations apply, which may
prevent us from sustaining our revenues or achieving profitability.

Failure to Successfully Integrate Our Expanded Sales and Support Organizations
into Our Operation or Educate Them About Our Product Families Will Hurt Our
Operating Results

     Our products and services require a sophisticated sales effort targeted at
several levels within a prospective customer's organization.  Unless we expand
our sales force we will not be able to increase revenues.  We cannot assure you
that we will be able to educate new employees about our product families or
successfully integrate new employees into our company.  A failure to do so will
hurt our revenue growth and consequently hurt our operating results.

We Depend Upon International Sales for Much of Our Revenue and Our Ability to
Sustain and Increase Our International Sales Depends on Successfully Expanding
Our International Operations

     Our ability to grow will depend in part on the expansion of international
sales that are expected to continue to constitute a significant portion of our
sales.  Sales to customers outside of North America accounted for approximately
54% and 47% of our net revenue in the six months ended December 31, 2000 and
December 31,

                                      11
<PAGE>

1999, respectively. Our international sales primarily depend on our resellers
and distributors. The failure of our resellers and distributors to sell our
products internationally would limit our ability to sustain and grow our
revenue. In addition, there are a number of risks arising from our international
business, including:

     .    longer accounts receivable collection cycles;

     .    difficulties in managing operations across disparate geographic areas;

     .    difficulties associated with enforcing agreements through foreign
          legal systems;

     .    the payment of operating expenses in local currencies, which exposes
          us to risks of currency fluctuations;

     .    import or export licensing requirements;

     .    potential adverse tax consequences; and

     .    unexpected changes in regulatory requirements.

     Our international sales currently are U.S. dollar-denominated.  As a
result, an increase in the value of the U.S. dollar relative to foreign
currencies could make our products less competitive in international markets.
In the future, we may elect to invoice some of our international customers in
local currency which will expose us to fluctuations in exchange rates between
the U.S. dollar and the particular local currency.  If we do so, we may decide
to engage in hedging transactions to minimize the risk of such fluctuations.  We
have entered into foreign exchange forward contracts to offset the impact of
payment of operating expenses in local currencies to some of our operating
foreign subsidiaries.  However, if we are not successful in managing these
hedging transactions, we could incur losses from hedging activities.  Because we
currently denominate sales in U.S. dollars, we do not anticipate that the
adoption of the Euro as a functional legal currency of certain European
countries will materially affect our business.

We May Engage in Future Acquisitions that Dilute the Ownership Interests of Our
Stockholders, Cause Us to Incur Debt, and Assume Contingent Liabilities

     As part of our business strategy, we review acquisition and strategic
investment prospects that would complement our current product offerings,
augment our market coverage or enhance our technical capabilities, or that may
otherwise offer growth opportunities.  We are reviewing investments in new
businesses and we expect to make investments in and to acquire businesses,
products, or technologies in the future.  In the event of any future
acquisitions, we could:

     .    issue equity securities which would dilute current stockholders'
          percentage ownership;

     .    incur substantial debt;

     .    incur goodwill that, under current accounting rules, must be amortized
          over time, reducing our net income;

     .    assume contingent liabilities; or

     .    expend significant cash.

     These actions by us could have a material adverse effect on our operating
results and/or the price of our common stock.  In addition, with any
acquisition, we may be required to absorb the costs associated with the
acquisition long before we are able to realize any benefits from the
acquisition.

                                      12
<PAGE>

     Acquisitions and investment activities also entail numerous risks,
including:

     .    difficulties in the assimilation of acquired operations, technologies,
          or products;

     .    unanticipated costs associated with the acquisition or investment
          transaction;

     .    diversion of management's attention from other business concerns;

     .    adverse effects on existing business relationships with suppliers and
          customers;

     .    risks associated with entering markets in which we have no or limited
          prior experience;

     .    potential loss of key employees of acquired organizations; and

     .    substantial charges for amortization of goodwill or purchased
          intangibles or similar items.

     We cannot assure you that we will be able to successfully integrate any
businesses, products, technologies, or personnel that we might acquire in the
future, and our failure to do so could have a material adverse effect on our
business, operating results and financial condition.  Moreover, even if the
company does obtain benefits in the form of increased sales and earnings, often
times there is a lag between the time when the expenses associated with an
acquisition are incurred and the time when the company achieves such results.
This is particularly relevant in cases where it is necessary to integrate new
types of technology into our existing portfolio and new types of products may be
targeted for potential customers with which we do not have pre-existing
relationships.

We May Need Additional Capital to Fund Our Future Operations and, If It Is Not
Available When Needed, Extreme May Need to Reduce Its Planned Development and
Marketing Efforts, Which May Reduce Our Revenues and Prevent Us From Achieving
Profitability

     We believe that our existing working capital, proceeds from the initial
public offering in April 1999, proceeds from the secondary offering in October
1999, and cash available from credit facilities and future operations will
enable us to meet our working capital requirements for at least the next 12
months.  However, if cash from future operations is insufficient, or if cash is
used for acquisitions or other currently unanticipated uses, we may need
additional capital.  The development and marketing of new products and the
expansion of reseller and distribution channels and associated support personnel
is expected to require a significant commitment of resources.  In addition, if
the market for our products were to develop more slowly than anticipated or if
we fail to establish significant market share and achieve a meaningful level of
revenues, we may continue to utilize significant amounts of capital.  As a
result, we could be required to raise substantial additional capital.  To the
extent that we raise additional capital through the sale of equity or
convertible debt securities, the issuance of such securities could result in
dilution to existing stockholders.  If additional funds are raised through the
issuance of debt securities, such securities may have rights, preferences and
privileges senior to holders of common stock and the term of such debt could
impose restrictions on our operations.  We cannot assure you that such
additional capital, if required, will be available on acceptable terms, or at
all.  If we are unable to obtain such additional capital, we may be required to
reduce the scope of our planned product development and marketing efforts, which
would harm our business, financial condition and operating results.

If Our Products Contain Undetected Software or Hardware Errors, We Could Incur
Significant Unexpected Expenses and Lost Sales

     Network products frequently contain undetected software or hardware errors
when first introduced upon the release of new versions.  In the past, we have
experienced such errors in connection with new products and product upgrades.
We expect that such errors will be found from time to time in new or enhanced
products after the commencement of commercial shipments.  These problems may
materially adversely affect our business by causing us to incur significant
warranty and repair costs, diverting the attention of our engineering personnel
from our product development efforts, and causing significant customer relations
problems.

                                      13
<PAGE>

     Our products must successfully interoperate with products from other
vendors.  As a result, when problems occur in a network, it may be difficult to
identify the source of the problem.  The occurrence of hardware and software
errors, whether caused by our products or another vendor's products, could
result in the delay or loss of market acceptance of our products and any
necessary revisions may result in the incurrence of significant expenses.  The
occurrence of any such problems would likely have a material adverse effect on
our business, operating results and financial condition.

Our Ability to Protect Our Intellectual Property and Defend Against Claims May
be Limited and May Adversely Affect Our Ability to Compete

     We rely on a combination of patent, copyright, trademark, and trade secret
laws and restrictions on disclosure to protect our intellectual property rights.
However, we cannot assure you that the actions we have taken will adequately
protect our intellectual property rights.  The networking industry in which
Extreme operates is prone to intellectual property claims by and among competing
parties.  We cannot assure you that we will always successfully defend against
such claims.

     We also enter into confidentiality or license agreements with our
employees, consultants, and corporate partners, and control access to and
distribution of our software, documentation, and other proprietary information.
Despite our efforts to protect our proprietary rights, unauthorized parties may
attempt to copy or otherwise obtain and use our products or technology.

We Are Subject to a Claim and Could Enter Litigation Regarding Intellectual
Property Rights, Which Could Seriously Harm Our Business and Require Us to Incur
Significant Costs

     If we infringe the proprietary rights of others, we could be compelled to
either obtain a license to those intellectual property rights or alter our
products so that these no longer infringe upon the proprietary rights of a third
party.  Any license could be very expensive to obtain or may not be available at
all.  Similarly, changing our products or processes to avoid infringing the
rights of others may be costly or impractical.  Litigation resulting from claims
that we are infringing others propriety rights could result in substantial costs
and diversion of resources and could have a material adverse effect on our
business, financial condition, and results of operations.

     We have received notice from three companies alleging that we are
infringing their patents. One of these companies, Nortel Networks, has filed a
claim against us alleging patent infringement. We are examining this claim and
believe it is without merit. However, we are continuing our investigation of the
claim. If judgments by a court of law on this or any other claim received in the
future were to be upheld, the consequences to us may be severe and could require
us to, among other actions:

     .  stop selling our products that incorporate the challenged intellectual
        property;

     .  obtain a license to sell or use the relevant technology, which license
        may not be available on reasonable terms or at all;

     .  pay damages; or

     .  redesign those products that use the disputed technology.

If we are forced to take any of the foregoing actions, our business could be
severely harmed.

Provisions in Our Charter or Agreements May Delay or Prevent a Change of Control

     Provisions in our certificate of incorporation and bylaws may delay or
prevent a change of control or changes in our management.  These provisions
include:

     .  the division of the board of directors into three separate classes;

                                      14
<PAGE>

     .  the right of the board of directors to elect a director to fill a
        vacancy created by the expansion of the board of directors; and

     .  the ability of the board of directors to alter our bylaws without
        getting stockholder approval.

     Furthermore, we are subject to the provisions of section 203 of the
Delaware General Corporation Law.  These provisions prohibit large stockholders,
in particular those owning 15% or more of the outstanding voting stock, from
consummating a merger or combination with a corporation unless this stockholder
receives board approval for the transaction or 66 2/3% of the shares of voting
stock not owned by the stockholder approve the merger or combination.

                                USE OF PROCEEDS

     Extreme will not receive any proceeds from the sale of common stock by the
selling stockholders.  See "Selling Stockholders" and "Plan of Distribution."

                             SELLING STOCKHOLDERS

     A total of 2,884,285 shares of common stock are being registered in this
offering for the account of the selling stockholders.  All of the selling
stockholders acquired the shares of common stock as part of our acquisition of
WebStacks, Inc. in March 2001.  These shares are being registered pursuant to
the terms of the acquisition.  The following table sets forth information known
to us with respect to the selling stockholders for whom we are registering the
shares for resale to the public.  The shares being registered under the
registration statement of which this prospectus is a part will be sold, if at
all, by the selling stockholders listed below.  Unless otherwise indicated, each
of these selling stockholders own less than one percent of our outstanding
common stock.

<TABLE>
<CAPTION>
                                                         Number of Vested     Number of Unvested
                                                              Shares                Shares
                                                           Beneficially          Beneficially       Number of    Shares Beneficially
                                                          Owned Prior to        Owned Prior to     Shares That     Owned After the
                 Name of Selling Stockholders              the Offering          the Offering /(1)/ May Sold          Offering
                 ----------------------------            ----------------     ------------------   -----------   -------------------
<S>                                                      <C>                  <C>                 <C>               <C>
Norwest Venture Partners VIII, LP (2)                         795,533                    0           795,533               0
NVP Entrepreneurs Fund VIII, LP (2)                            40,306                    0            40,306               0
Ratinder Paul Singh Ahuja                                     208,960              125,376           334,336               0
Chien C. Chou                                                  45,971              101,136           147,107               0
Timon Sloane                                                        0              133,734           133,734               0
Miguel W. Gomez                                                21,174               97,515           118,689               0
Rahoul Puri                                                    23,089               62,166            85,255               0
Kiet Tran                                                      20,200               63,383            83,583               0
David Wang                                                          0               73,553            73,553               0
Robert Abrams                                                  12,468               56,070            68,538               0
Richard Langston                                                    0               50,150            50,150               0
Don Medley                                                     12,537               37,612            50,149               0
Liang Liu                                                           0               50,150            50,150               0
Erik Antonio de la Iglesia                                          0               50,149            50,149               0
Wim Dewilder                                                   11,282               33,852            45,134               0
Susan Carrie                                                        0               36,776            36,776               0
Julie Zhang                                                         0               35,104            35,104               0
</TABLE>

                                      15
<PAGE>

<TABLE>
<CAPTION>
                                                         Number of Vested     Number of Unvested
                                                              Shares                Shares
                                                           Beneficially          Beneficially       Number of    Shares Beneficially
                                                          Owned Prior to        Owned Prior to     Shares That     Owned After the
                 Name of Selling Stockholders              the Offering        the Offering/(1)/    May Sold          Offering
                 ----------------------------            ----------------     ------------------  ------------   -------------------
<S>                                                      <C>                  <C>                 <C>            <C>
Todd Wayne                                                          0               31,761            31,761               0
Andrew McLeod                                                       0               26,745            26,745               0
Roy Parker                                                          0               25,075            25,075               0
Donn M. Hall                                                        0               25,074            25,074               0
Heidi Friedrikson                                               6,790               18,284            25,074               0
Mark Wallace                                                        0               25,074            25,074               0
Shub Chowdhury                                                      0               23,403            23,403               0
Richard Robb                                                        0               20,060            20,060               0
William Deninger                                                    0               20,059            20,059               0
Oliver Tan                                                          0               17,385            17,385               0
Paul Vabakos                                                   16,716                    0            16,716               0
Venkatesh Nayak                                                     0               16,716            16,716               0
Felix Manlunas                                                      0               15,044            15,044               0
Charles Hein                                                        0               13,373            13,373               0
Eloisabell Trillo                                                   0               11,701            11,701               0
John Burnett                                                    5,014                3,009             8,023               0
Carolyn M. Bruguera                                             3,343                    0             3,343               0
Elena Meyers                                                      334                    0               334               0
Ricky K. Lowe, Trustee of the Ricky K. Lowe 2000               33,433                    0            33,433               0
 Trust dated October 2, 2000
Ricky K. Lowe, Trustee of the Nina M. Harris-Lowe              33,433                    0            33,433               0
 2000 Trust dated October 2, 2000
Ricky K. Lowe and Nina M. Harris-Lowe, Trustees               125,378              125,374           250,752               0
 of the Ricky K. Lowe & Nina M. Harris-Lowe 1998
 Revocable Trust dated September 24, 1998, as
 amended
Ricky K. Lowe, Trustee of the RKL 2000 Trust No.                3,343                    0             3,343               0
 Three dated November 13, 2000
Ricky K. Lowe, Trustee of the RKL 2000 Green                    5,015                    0             5,015               0
 Trust dated November 13, 2000
Ricky K. Lowe, Trustee of the NMHL 2000 Trust No.               3,343                    0             3,343               0
 Three dated November 13, 2000
Ricky K. Lowe, Trustee of the NMHL 2000 Green                   5,015                    0             5,015               0
 Trust dated November 13, 2000
Miguel W. Gomez, Trustee of the Miguel W. Gomez                15,045                    0            15,045               0
 2000 Grantor Retained Annuity Trust dated
 November 10, 2000
Khanh Diem Vu & Kiet Tuan Tran, Co-Trustees of                  1,671                    0             1,671               0
 the Khanh Diem Vu 2000 Grantor Retained Annuity
 Trust dated November 13, 2000
</TABLE>

                                      16
<PAGE>

<TABLE>
<CAPTION>
                                                         Number of Vested     Number of Unvested
                                                              Shares                Shares
                                                           Beneficially          Beneficially       Number of    Shares Beneficially
                                                          Owned Prior to        Owned Prior to     Shares That     Owned After the
                 Name of Selling Stockholders              the Offering        the Offering /(1)/   May Sold          Offering
                 ----------------------------            ----------------     ------------------  ------------   -------------------
<S>                                                      <C>                  <C>                 <C>            <C>
Kiet Tuan Tran & Khanh Diem Vu, Co-Trustees of                  1,671                  0              1,671              0
 Kiet Tuan Tran 2000 Grantor Retained Annuity
 Trust dated November 13, 2000
Robert Francois Abrams, Trustee of the Robert                   4,179                  0              4,179              0
 Francois Abrams 2000 Grantor Retained Annuity
 Trust dated November 13, 2000
Carly Okuda Abrams, Trustee of the Carly Okuda                  4,179                  0              4,179              0
 Abrams 2000 Grantor Retained Annuity Trust dated
 November 13, 2000
                                                            ---------          ---------          ---------        -------
      TOTAL                                                 1,459,422          1,424,863          2,884,285              0
</TABLE>

(1) The unvested shares vest on a monthly basis in equal installments. Only
    fully vested shares may be sold under this prospectus.

(2) Promod Haque, one of our directors, is a managing general partner of Norwest
    Venture Partners VIII, LP and NVP Entrepreneurs Fund VIII, LP.


                              PLAN OF DISTRIBUTION

     We have been advised by the selling stockholders that they may sell all or
a portion of their shares of common stock.  The selling stockholders plan to
sell on the Nasdaq National Market, or otherwise.  The selling stockholders may
sell their shares at prices and on terms prevailing at the time of sale, at
prices related to the then current market price, or in negotiated transactions.
The selling stockholders may sell one or more of the following methods:

     .  Block trades in which the broker or dealer so engaged will attempt to
        sell the shares as agent, but may position and resell a portion of the
        block as principal to facilitate the transaction;

     .  Purchases by a broker or dealer as principal and resale by such broker
        or dealer for its own account pursuant to this prospectus;

     .  On over-the-counter distribution in accordance with the rules of the
        Nasdaq National Market;

     .  Ordinary brokerage transactions and transactions in which the broker
        solicits purchasers; and

     .  Privately negotiated transactions.

     There is no assurance that selling stockholders will offer or sell any or
all of their shares of common stock registered under this prospectus.

     In effecting sales, brokers or dealers engaged by the selling stockholders
may arrange for other brokers or dealers to participate.  Brokers or dealers
will receive commissions or discounts from the selling stockholders in amounts
to be negotiated prior to the sale.  Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales.  We will pay all
expenses incident to the offering and sale to the public of shares by the
selling stockholders.  We will not pay underwriting commissions or similar
charges and legal fees and disbursements of counsel for the selling
stockholders.

                                      17
<PAGE>

     We agreed with the selling stockholders to keep the registration statement
of which this prospectus constitutes a part effective until the earlier of:

     .  Such time as each of the selling stockholders may sell all of the shares
        held by him, her or it without registration pursuant to Rule 144 under
        the Securities Act within a three-month period;

     .  Such time as all of the shares have been sold by the selling
        stockholders; or

     .  One year from the date of this prospectus.

     We intend to de-register any of the shares not sold by the selling
stockholders at the end of such period.  At such time, however, any unsold
shares may be freely tradable subject to compliance with Rule 144 of the
Securities Act.

                                 LEGAL MATTERS

     The validity of the shares of common stock offered hereby will be passed
upon for Extreme by Gray Cary Ware & Freidenrich LLP, Palo Alto, California.

                                    EXPERTS

     Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements at June 30, 2000, for the period from July 1, 1999 through
June 30, 2000 and for each of the three years in the period ended June 30, 2000,
as set forth in their report. We have included our financial statements in the
prospectus and elsewhere in the registration statement in reliance on
Ernst & Young LLP's report, given upon the authority of such firm as experts in
accounting and auditing.

                                      18
<PAGE>

                                    PART II


                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution

     The following table sets forth the various expenses payable by us in
connection with the sale and distribution of the securities being registered.
All of the amounts shown are estimates except for the Securities and Exchange
Commission registration fee and the Nasdaq listing application fee.

<TABLE>
<CAPTION>
                                                                                                     To be
                                                                                                    Paid By
                                                                                                 the Registrant
                                                                                                 --------------
<S>                                                                                              <C>
     Securities and Exchange Commission registration fee....................................     $  11,169.39
     Accounting fees and expenses...........................................................        15,000.00
     Printing expenses......................................................................         2,500.00
     Transfer agent and registrar fees and expenses.........................................         2,500.00
     Legal fees and expenses................................................................        25,000.00
     Miscellaneous expenses.................................................................        10,000.00
                                                                                                 ------------
        Total...............................................................................     $  66,169.39
                                                                                                 ============
</TABLE>

Item 15.  Indemnification of Directors and Officers

     Section 102 of the Delaware General Law, or DGCL, as amended, allows a
corporation to eliminate the personal liability of directors of a corporation to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except where the director breached his duty of loyalty,
failed to act in good faith, engaged in intentional misconduct or knowingly
violated a law, authorized the payment of a dividend or approved a stock
repurchase in violation of Delaware corporate law or obtained an improper
personal benefit.

     Section 145 of the DGCL provides, among other things, that we may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of Extreme, or is or was serving at our request as a
director, officer, agent or employee of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with such action, suit or proceeding.  The power to
indemnify applies (a) if such person is successful on the merits or otherwise in
defense of any action, suit or proceeding, or (b) if such person acting in good
faith and in a manner he reasonably believed to be in the best interest, or not
opposed to the best interest, of Extreme, and with respect to any criminal
action or proceeding had no reasonable cause to believe his conduct was
unlawful.  The power to indemnify applies to actions brought by or in the right
of Extreme as well but only to the extent of defense expenses (including
attorneys' fees but excluding amounts paid in settlement) actually and
reasonably incurred and not to any satisfaction of judgment or settlement of the
claim itself, and with the further limitation that in such actions no
indemnification shall be made in the event of any adjudication of liability to
Extreme, unless the court believes that in light of all the circumstances
indemnification should apply.

     Section 174 of the DGCL provides, among other things, that a director, who
willfully or negligently approves of an unlawful payment of dividends or an
unlawful stock purchase or redemption, may be held liable for such actions.  A
director who was either absent when the unlawful actions were approved or
dissented at the time, may avoid liability by causing his or her dissent to such
actions to be entered in the books containing minutes of the meetings of the
board of directors at the time such action occurred or immediately after such
absent director receives notice of the unlawful acts.

     Our Certificate of Incorporation and Bylaws provide that we shall indemnify
our directors, officers, employees and agents to the maximum extent permitted by
Delaware Law, including in circumstances in which

                                     II-1
<PAGE>

indemnification is otherwise discretionary under Delaware Law. In addition, we
have entered into separate agreements with our directors and officers which
would require us, among other things, to indemnify them against certain
liabilities which may arise by reason of their status or service (other than
liabilities arising from willful misconduct of a culpable nature). We also
intend to maintain director and officer liability insurance, if available on
reasonable terms. These indemnification provisions and the indemnification
agreements may be sufficiently broad to permit indemnification of our officers
and directors for liabilities (including reimbursement of expenses incurred)
arising under the Securities Act of 1933, as amended (the "Securities Act").

     We have a policy of directors' and officers' liability insurance that
insures our directors and officers against the cost of defense, settlement or
payment of a judgment under certain circumstances.

     At present, there is no pending litigation or proceeding involving any of
our directors, officers, employees or other agents in which indemnification is
being sought.  We are not aware of any threatened litigation that may result in
a claim for indemnification by any of our directors, officers, employees or
other agents.

Item 16.  Exhibits

     The following exhibits are filed with this Registration Statement:

<TABLE>
<CAPTION>
        Exhibit
        Number                                               Exhibit Title
       ---------                                             -------------
       <S>          <C>
          4.1       Registration Rights Agreement.
          5.1       Legal opinion of Gray Cary Ware & Freidenrich LLP, counsel to the Registrant.
         23.1       Consent of Ernst & Young LLP, independent auditors.
         23.2       Consent of Gray Cary Ware & Freidenrich LLP (included in Exhibit 5.1 to this Registration
                    Statement).
         24.1       Power of Attorney (included as page II-4).
</TABLE>

Item 17.  Undertakings

     The undersigned registrant hereby undertakes:

     We hereby undertake that, for purposes of determining any liability under
the Securities Act of 1933, as amended, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934, as amended (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
19340 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.

     We hereby undertake that:

     (a) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

                                     II-2
<PAGE>

     (b) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus 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.

                                     II-3
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Clara, State of California, on the 8/th/ day of
April, 2001.

                                                 EXTREME NETWORKS, INC.

                                                 By: /s/ GORDON L. STITT
                                                    --------------------------
                                                    Gordon L. Stitt
                                                    Chief Executive Officer


                               POWER OF ATTORNEY

     Each of the officers and directors of Extreme Networks, Inc. whose
signature appears below hereby constitutes and appoints Gordon L. Stitt and Vito
Palermo his true and lawful attorneys and agents, with full power of
substitution, and with power to act alone, to sign on behalf of the undersigned
any amendment or amendments to this Registration Statement on Form S-3
(including post-effective amendments) and any and all new registration
statements filed pursuant to Rule 462 under the Securities Act of 1933, as
amended, and to perform any acts necessary to file such amendments or
registration statements, with exhibits thereto and other documents in connection
therewith, and each of the undersigned does hereby ratify and confirm his
signature as it may be signed by his said attorneys and agents to any and all
such documents and all that said attorneys and agents, or their substitutes,
shall 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 on April 8, 2001 by the following persons
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                Signature                                         Title                           Date
                ---------                                         -----                           ----
<S>                                           <C>                                            <C>
/s/ GORDON L. STITT                            Chairman of the Board, President and Chief     April 8, 2001
-----------------------------------------      Executive Officer
Gordon L. Stitt

/s/ VITO PALERMO                               Vice President, Chief Financial Officer        April 8, 2001
-----------------------------------------      and Secretary
Vito Palermo

/s/ CHARLES CARNALLI                           Director                                       April 8, 2001
-----------------------------------------
Charles Carnalli

/s/ PROMOD HAQUE                               Director                                       April 8, 2001
-----------------------------------------
Promod Haque

/s/ LAWRENCE K. ORR                            Director                                       April 8, 2001
-----------------------------------------
Lawrence K. Orr

/s/ PETER WOLKEN                               Director                                       April 8, 2001
-----------------------------------------
Peter Wolken
</TABLE>

                                     II-4
<PAGE>

   EXHIBIT NO.                            EXHIBIT TITLE
------------------ -------------------------------------------------------------
        4.1         Registration Rights Agreement

        5.1         Legal opinion of Gray Cary Ware & Freidenrich LLP, counsel
                    to the Registrant

       23.1         Consent of Ernst & Young LLP, independent auditors

       23.2         Consent of Gray Cary Ware & Freidenrich LLP (included in
                    Exhibit 5.1 to this Registration Statement)

       24.1         Power of Attorney (included as page II-4)

                                      II-1
