<PAGE>   1

    As filed with the Securities and Exchange Commission on February 5, 1998

                                          REGISTRATION NO. 333- ________________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   CYRK, INC.
             (Exact name of registrant as specified in its charter)
<TABLE>
<S>                                                                            <C>
                       Delaware                                                              04-3081657
(State or other jurisdiction of incorporation or organization)                 (I.R.S. Employer Identification No.)
</TABLE>

                                   3 Pond Road
                              Gloucester, MA 01930
               (Address of Principal Executive Offices) (Zip Code)

                             1993 OMNIBUS STOCK PLAN

                        1993 EMPLOYEE STOCK PURCHASE PLAN

                           1997 ACQUISITION STOCK PLAN
                            (Full title of the plans)

                           Patricia J. Landgren, Esq.
                                 General Counsel
                                   3 Pond Road
                              Gloucester, MA 01930
                     (Name and address of agent for service)

                                 (978) 283-5800
          (Telephone number, including area code, of agent for service)

                         Calculation of Registration Fee
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                    PROPOSED                  PROPOSED
TITLE OF SECURITIES      AMOUNT TO BE           MAXIMUM OFFERING          MAXIMUM AGGREGATE              AMOUNT OF
 TO BE REGISTERED        REGISTERED (1)          PRICE PER SHARE            OFFERING PRICE            REGISTRATION FEE

  <S>                     <C>                                                <C>                         <C>      
  Common Stock               12,500                $10.063(2)                $   125,788                 $   37.11
                              5,000                 10.750(2)                     53,750                     15.86
                             21,431                 10.800(2)                    231,455                     68.28
                            236,769                 10.869(2)                  2,573,442                    759.17
                             35,000                 10.870(2)                    380,450                    112.23
                             27,049                 10.875(2)                    294,158                     86.78
                              5,000                 11.250(2)                     56,250                     16.59
                             50,000                 11.750(2)                    587,500                    173.31
                              1,000                 12.875(2)                     12,875                      3.80
                            148,200                 14.295(2)                  2,118,519                    624.96
                          1,608,051                 10.000(3)                 16,080,510                  4,743.75
                          ---------                                          -----------                 ---------
                          2,150,000                                          $22,514,697                 $6,641.84
----------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)      Plus such additional number of shares as may be required pursuant to
         the plans in the event of a stock dividend, split-up of shares,
         recapitalization or other similar change in the Common Stock.

(2)      This estimate is made pursuant to Rule 457(h)(1) under the Securities
         Act of 1933, as amended (the "Securities Act"), solely for the purposes
         of determining the registration fee and is based upon the price at
         which outstanding options may be exercised.

(3)      This estimate is made pursuant to Rule 457(c) and (h)(1) under the
         Securities Act solely for the purpose of determining the amount of the
         registration fee. The registration fee is based upon the average of the
         high and low prices of the Common Stock as reported on the NASDAQ
         National Market System on February 3, 1998.




<PAGE>   2



                                EXPLANATORY NOTE

This Registration Statement has been prepared in accordance with the
requirements of Form S-8, as amended, and relates to an additional 2,150,000
shares of Common Stock, $.01 par value, of Cyrk, Inc. (the "Company") which have
been reserved for issuance under the Company's 1993 Omnibus Stock Plan
(1,000,000 shares), 1993 Employee Stock Purchase Plan (150,000 shares), and 1997
Acquisition Stock Plan (1,000,000 shares). The Company previously filed with the
Securities and Exchange Commission (the "Commission") on February 14, 1994, a
Registration Statement on Form S-8 (File No. 33-75194), covering an aggregate of
825,000 shares of the Company's Common Stock, including 525,000 shares then
reserved for issuance under the Company's 1993 Omnibus Stock Plan and 150,000
shares then reserved for issuance under the Company's 1993 Employee Stock
Purchase Plan; and on February 15, 1995, a Registration Statement on Form S-8
(File No. 33-89534), covering 1,475,000 shares of the Company's Common Stock,
representing an increase in the number of shares then reserved for issuance
under the Company's 1993 Omnibus Stock Plan.


<PAGE>   3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents are hereby incorporated by reference in this
Registration Statement:

         (a)      The Company's 1996 Annual Report to Stockholders filed with
                  the Commission on March 31, 1997, containing the Company's
                  audited financial statements for its fiscal year ending
                  December 31, 1996;

         (b)      The Company's Quarterly Reports on Form 10-Q for the three
                  month periods ended March 31, 1997, June 30, 1997 and
                  September 30, 1997 filed with the Commission;

         (c)      The Company's Reports on Form 8-K filed with the Commission on
                  April 22, 1997, May 8, 1997 and June 24, 1997, and the
                  Company's Report of Form 8-K/A filed with the Commission on
                  July 23, 1997;

         (d)      The description of the Company's Common Stock incorporated by
                  reference into the Company's registration statement on Form
                  8-A filed with the Commission on June 4, 1993 from the
                  Company's registration statement on Form S-1 (SEC File No.
                  33-63118) initially filed with the Commission on May 20, 1993;
                  and

         (e)      All other reports filed with the Commission by the Company
                  pursuant to Section 13(a) or 15(d) of the Securities Exchange
                  Act of 1934, as amended (the "Exchange Act"), since May 20,
                  1993.

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

                                      II-1


<PAGE>   4



ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Section 145 of the General Corporation Law of the State of Delaware
         provides that a corporation may indemnify a director, officer, employee
         or agent against expenses (including attorneys' fees), judgments, fines
         and for amounts paid in settlement in respect of or in successful
         defense of any action, suit or proceeding if he acted in good faith and
         in a manner he reasonably believed to be in, or not opposed to, the
         best interests of the corporation, and, with respect to any criminal
         action or proceeding, had no reasonable cause to believe his conduct
         was unlawful.

         Article VIII of the Company's Restated Certificate of Incorporation
         provides that no director of the Company shall be personally liable to
         the Company or its stockholders for monetary damages for breach of
         fiduciary duty as a director, except for liability (i) for any breach
         of the director's duty of loyalty to the Company or its stockholders,
         (ii) for acts or omissions not in good faith or which involve
         intentional misconduct or a knowing violation of law, (iii) under
         Section 174 of the Delaware General Corporation Law, or (iv) for any
         transaction from which the director derived an improper personal
         benefit. Article VIII further provides that a director's personal
         liability shall be eliminated or limited in the future to the fullest
         extent permitted from time to time by the Delaware General Corporation
         Law.

         Article IX of the Company's Restated Certificate of Incorporation
         provides that the Company shall, to the fullest extent permitted from
         time to time under the Delaware General Corporation Law, indemnify each
         of its directors and officers against all expenses (including
         attorneys' fees), judgments, fines and amounts paid in settlement in
         respect of any action, suit or proceeding in which such director or
         officer may be involved or with which he may be threatened, while in
         office or thereafter, by reason of his or her actions or omissions in
         connection with services rendered directly or indirectly to the Company
         during his or her term of office, such indemnification to include
         prompt payment of expenses in advance of the final disposition of any
         such action, suit or proceeding.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         5.1      Opinion of Choate, Hall & Stewart as to the legality of the
                  shares being registered.

         *10.2    The Company's Employee Stock Purchase Plan, as amended.

         @10.3    The Company's 1993 Omnibus Stock Plan, as amended.

         10.35    The Company's 1997 Acquisition Stock Plan.



                                      II-2


<PAGE>   5



         23.1     Consent of Coopers & Lybrand L.L.P.

         23.2     Consent of Choate, Hall & Stewart (included in Exhibit 5.1).

         24.1     Power of Attorney (included in page II-5).


       * Filed as an exhibit to the Company's Registration Statement on Form S-1
         (Registration No. 33-63118) or an amendment thereto and incorporated
         herein by reference.

       @ Filed as an exhibit to the Annual Report on Form 10-K for the year
         ended December 31, 1994 and incorporated herein by reference.


ITEM 9.   UNDERTAKINGS

         (a)      The Company hereby undertakes:

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

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

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

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

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers and
                  controlling persons of the Company pursuant to the foregoing
                  provisions, or otherwise, the Company has been advised that in
                  the opinion of the Commission such indemnification is against
                  public policy as expressed in the Securities Act and is,
                  therefore, unenforceable. In the event that a claim for
                  indemnification against such liabilities (other than the
                  payment by the Company of expenses incurred or paid by a
                  director, officer or controlling person of the Company in the
                  successful defense of any action, suit or proceeding) is
                  asserted by such director, officer or controlling person in
                  connection with the securities being registered, the Company
                  will, unless in the opinion of 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.


                                      II-3


<PAGE>   6



                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Gloucester, The Commonwealth of Massachusetts on
January 30, 1998.

                                       CYRK, INC.
                                       (Issuer and Employer)



                                       By: /S/ PATRICK D. BRADY
                                           -------------------------------------
                                           Patrick D. Brady
                                           President and Chief Operating Officer




                                      II-4


<PAGE>   7



                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints Patrick D. Brady, Gregory P. Shlopak and Patricia
J. Landgren, jointly and severally, his true and lawful attorneys-in-fact and
agents with full powers of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
                NAME                            TITLE/CAPACITY                  DATE

     <S>                                  <C>                             <C>
     /S/ GREGORY P. SHLOPAK
     -------------------------------
     Gregory P. Shlopak                   Chairman of the Board           January 30, 1998
                                            Chief Executive Officer
                                            Director (principal
                                            executive officer)


     /S/ PATRICK D. BRADY
     -------------------------------
     Patrick D. Brady                     President                       January 30, 1998
                                            Chief Operating Officer
                                            Director

     /S/ JOSEPH W. BARTLETT
     -------------------------------
     Joseph W. Bartlett                   Director                        January 30, 1998



     /S/ J. ANTHONY KOUBA
     -------------------------------
     J. Anthony Kouba                     Director                        January 30, 1998



     /S/ LOUIS MARK, JR.
     -------------------------------
     Louis Marx, Jr.                      Director                        January 30, 1998



     /S/ DOMINIC F. MAMMOLA
     -------------------------------
     Dominic F. Mammola                   Vice President and Chief        February 4, 1998
                                            Financial Officer
</TABLE>



                                      II-5


<PAGE>   8



                                INDEX TO EXHIBITS

                                                            

                                                            

NUMBER                                EXHIBIT

  5.1          Opinion of Choate, Hall & Stewart as to the legality of the 
               shares being registered.

*10.2          The Company's Employee Stock Purchase Plan, as amended.

@10.3          The Company's 1993 Omnibus Stock Plan, as amended.

 10.35         The Company's 1997 Acquisition Stock Plan.

 23.1          Consent of Coopers & Lybrand L.L.P.

 23.2          Consent of Choate, Hall & Stewart (included in Exhibit 5.1).

 24.1          Power of Attorney (included in page II-5).


*        Filed as an exhibit to the Company's Registration Statement on Form S-1
         (Registration No. 33-63118) or an amendment thereto and incorporated
         herein by reference.

@        Filed as an exhibit to the Annual Report on Form 10-K for the year
         ended December 31, 1994 and incorporated herein by reference.












                                      II-6
[{"type": "S-8", "sequence": "1", "description": "CYRK, INC.", "secsgml_size_bytes": 20449}]
{"company-data": {"conformed-name": "CYRK INC", "cik": "0000864264", "assigned-sic": "2300", "irs-number": "043081657", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45655", "film-number": "98522430"}, "business-address": {"street1": "3 POND RD", "city": "GLOUCESTER", "state": "MA", "zip": "01930", "phone": "5082835800"}, "mail-address": {"street1": "3 POND RD", "city": "GLOCESTER", "state": "MA", "zip": "01930"}, "former-company": {"former-conformed-name": "CYRK INTERNATIONAL INC", "date-changed": "19930521"}}
1

    As filed with the Securities and Exchange Commission on February 5, 1998

                                          REGISTRATION NO. 333- ________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   CYRK, INC.
             (Exact name of registrant as specified in its charter)
Delaware                                                              04-3081657
(State or other jurisdiction of incorporation or organization)                 (I.R.S. Employer Identification No.)
3 Pond Road
                              Gloucester, MA 01930
               (Address of Principal Executive Offices) (Zip Code)

                             1993 OMNIBUS STOCK PLAN

                        1993 EMPLOYEE STOCK PURCHASE PLAN

                           1997 ACQUISITION STOCK PLAN
                            (Full title of the plans)

                           Patricia J. Landgren, Esq.
                                 General Counsel
                                   3 Pond Road
                              Gloucester, MA 01930
                     (Name and address of agent for service)

                                 (978) 283-5800
          (Telephone number, including area code, of agent for service)

                         Calculation of Registration Fee
----------------------------------------------------------------------------------------------------------------------
                                                    PROPOSED                  PROPOSED
TITLE OF SECURITIES      AMOUNT TO BE           MAXIMUM OFFERING          MAXIMUM AGGREGATE              AMOUNT OF
 TO BE REGISTERED        REGISTERED (1)          PRICE PER SHARE            OFFERING PRICE            REGISTRATION FEE
Common Stock               12,500                $10.063(2)                $   125,788                 $   37.11
                              5,000                 10.750(2)                     53,750                     15.86
                             21,431                 10.800(2)                    231,455                     68.28
                            236,769                 10.869(2)                  2,573,442                    759.17
                             35,000                 10.870(2)                    380,450                    112.23
                             27,049                 10.875(2)                    294,158                     86.78
                              5,000                 11.250(2)                     56,250                     16.59
                             50,000                 11.750(2)                    587,500                    173.31
                              1,000                 12.875(2)                     12,875                      3.80
                            148,200                 14.295(2)                  2,118,519                    624.96
                          1,608,051                 10.000(3)                 16,080,510                  4,743.75
                          ---------                                          -----------                 ---------
                          2,150,000                                          $22,514,697                 $6,641.84
----------------------------------------------------------------------------------------------------------------------
(1)      Plus such additional number of shares as may be required pursuant to
         the plans in the event of a stock dividend, split-up of shares,
         recapitalization or other similar change in the Common Stock.

(2)      This estimate is made pursuant to Rule 457(h)(1) under the Securities
         Act of 1933, as amended (the "Securities Act"), solely for the purposes
         of determining the registration fee and is based upon the price at
         which outstanding options may be exercised.

(3)      This estimate is made pursuant to Rule 457(c) and (h)(1) under the
         Securities Act solely for the purpose of determining the amount of the
         registration fee. The registration fee is based upon the average of the
         high and low prices of the Common Stock as reported on the NASDAQ
         National Market System on February 3, 1998.
2

                                EXPLANATORY NOTE

This Registration Statement has been prepared in accordance with the
requirements of Form S-8, as amended, and relates to an additional 2,150,000
shares of Common Stock, $.01 par value, of Cyrk, Inc. (the "Company") which have
been reserved for issuance under the Company's 1993 Omnibus Stock Plan
(1,000,000 shares), 1993 Employee Stock Purchase Plan (150,000 shares), and 1997
Acquisition Stock Plan (1,000,000 shares). The Company previously filed with the
Securities and Exchange Commission (the "Commission") on February 14, 1994, a
Registration Statement on Form S-8 (File No. 33-75194), covering an aggregate of
825,000 shares of the Company's Common Stock, including 525,000 shares then
reserved for issuance under the Company's 1993 Omnibus Stock Plan and 150,000
shares then reserved for issuance under the Company's 1993 Employee Stock
Purchase Plan; and on February 15, 1995, a Registration Statement on Form S-8
(File No. 33-89534), covering 1,475,000 shares of the Company's Common Stock,
representing an increase in the number of shares then reserved for issuance
under the Company's 1993 Omnibus Stock Plan.
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents are hereby incorporated by reference in this
Registration Statement:

         (a)      The Company's 1996 Annual Report to Stockholders filed with
                  the Commission on March 31, 1997, containing the Company's
                  audited financial statements for its fiscal year ending
                  December 31, 1996;

         (b)      The Company's Quarterly Reports on Form 10-Q for the three
                  month periods ended March 31, 1997, June 30, 1997 and
                  September 30, 1997 filed with the Commission;

         (c)      The Company's Reports on Form 8-K filed with the Commission on
                  April 22, 1997, May 8, 1997 and June 24, 1997, and the
                  Company's Report of Form 8-K/A filed with the Commission on
                  July 23, 1997;

         (d)      The description of the Company's Common Stock incorporated by
                  reference into the Company's registration statement on Form
                  8-A filed with the Commission on June 4, 1993 from the
                  Company's registration statement on Form S-1 (SEC File No.
                  33-63118) initially filed with the Commission on May 20, 1993;
                  and

         (e)      All other reports filed with the Commission by the Company
                  pursuant to Section 13(a) or 15(d) of the Securities Exchange
                  Act of 1934, as amended (the "Exchange Act"), since May 20,
                  1993.

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

                                      II-1
4

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Section 145 of the General Corporation Law of the State of Delaware
         provides that a corporation may indemnify a director, officer, employee
         or agent against expenses (including attorneys' fees), judgments, fines
         and for amounts paid in settlement in respect of or in successful
         defense of any action, suit or proceeding if he acted in good faith and
         in a manner he reasonably believed to be in, or not opposed to, the
         best interests of the corporation, and, with respect to any criminal
         action or proceeding, had no reasonable cause to believe his conduct
         was unlawful.

         Article VIII of the Company's Restated Certificate of Incorporation
         provides that no director of the Company shall be personally liable to
         the Company or its stockholders for monetary damages for breach of
         fiduciary duty as a director, except for liability (i) for any breach
         of the director's duty of loyalty to the Company or its stockholders,
         (ii) for acts or omissions not in good faith or which involve
         intentional misconduct or a knowing violation of law, (iii) under
         Section 174 of the Delaware General Corporation Law, or (iv) for any
         transaction from which the director derived an improper personal
         benefit. Article VIII further provides that a director's personal
         liability shall be eliminated or limited in the future to the fullest
         extent permitted from time to time by the Delaware General Corporation
         Law.

         Article IX of the Company's Restated Certificate of Incorporation
         provides that the Company shall, to the fullest extent permitted from
         time to time under the Delaware General Corporation Law, indemnify each
         of its directors and officers against all expenses (including
         attorneys' fees), judgments, fines and amounts paid in settlement in
         respect of any action, suit or proceeding in which such director or
         officer may be involved or with which he may be threatened, while in
         office or thereafter, by reason of his or her actions or omissions in
         connection with services rendered directly or indirectly to the Company
         during his or her term of office, such indemnification to include
         prompt payment of expenses in advance of the final disposition of any
         such action, suit or proceeding.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         5.1      Opinion of Choate, Hall & Stewart as to the legality of the
                  shares being registered.

         *10.2    The Company's Employee Stock Purchase Plan, as amended.

         @10.3    The Company's 1993 Omnibus Stock Plan, as amended.

         10.35    The Company's 1997 Acquisition Stock Plan.

                                      II-2
5

         23.1     Consent of Coopers & Lybrand L.L.P.

         23.2     Consent of Choate, Hall & Stewart (included in Exhibit 5.1).

         24.1     Power of Attorney (included in page II-5).

       * Filed as an exhibit to the Company's Registration Statement on Form S-1
         (Registration No. 33-63118) or an amendment thereto and incorporated
         herein by reference.

       @ Filed as an exhibit to the Annual Report on Form 10-K for the year
         ended December 31, 1994 and incorporated herein by reference.

ITEM 9.   UNDERTAKINGS

         (a)      The Company hereby undertakes:

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

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

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

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

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers and
                  controlling persons of the Company pursuant to the foregoing
                  provisions, or otherwise, the Company has been advised that in
                  the opinion of the Commission such indemnification is against
                  public policy as expressed in the Securities Act and is,
                  therefore, unenforceable. In the event that a claim for
                  indemnification against such liabilities (other than the
                  payment by the Company of expenses incurred or paid by a
                  director, officer or controlling person of the Company in the
                  successful defense of any action, suit or proceeding) is
                  asserted by such director, officer or controlling person in
                  connection with the securities being registered, the Company
                  will, unless in the opinion of 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.

                                      II-3
6

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Gloucester, The Commonwealth of Massachusetts on
January 30, 1998.

                                       CYRK, INC.
                                       (Issuer and Employer)

                                       By: /S/ PATRICK D. BRADY
                                           -------------------------------------
                                           Patrick D. Brady
                                           President and Chief Operating Officer

                                      II-4
7

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints Patrick D. Brady, Gregory P. Shlopak and Patricia
J. Landgren, jointly and severally, his true and lawful attorneys-in-fact and
agents with full powers of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
NAME                            TITLE/CAPACITY                  DATE
/S/ GREGORY P. SHLOPAK
     -------------------------------
     Gregory P. Shlopak                   Chairman of the Board           January 30, 1998
                                            Chief Executive Officer
                                            Director (principal
                                            executive officer)

     /S/ PATRICK D. BRADY
     -------------------------------
     Patrick D. Brady                     President                       January 30, 1998
                                            Chief Operating Officer
                                            Director

     /S/ JOSEPH W. BARTLETT
     -------------------------------
     Joseph W. Bartlett                   Director                        January 30, 1998

     /S/ J. ANTHONY KOUBA
     -------------------------------
     J. Anthony Kouba                     Director                        January 30, 1998

     /S/ LOUIS MARK, JR.
     -------------------------------
     Louis Marx, Jr.                      Director                        January 30, 1998

     /S/ DOMINIC F. MAMMOLA
     -------------------------------
     Dominic F. Mammola                   Vice President and Chief        February 4, 1998
                                            Financial Officer
II-5
8

                                INDEX TO EXHIBITS

                                                            

                                                            

NUMBER                                EXHIBIT

  5.1          Opinion of Choate, Hall & Stewart as to the legality of the 
               shares being registered.

*10.2          The Company's Employee Stock Purchase Plan, as amended.

@10.3          The Company's 1993 Omnibus Stock Plan, as amended.

 10.35         The Company's 1997 Acquisition Stock Plan.

 23.1          Consent of Coopers & Lybrand L.L.P.

 23.2          Consent of Choate, Hall & Stewart (included in Exhibit 5.1).

 24.1          Power of Attorney (included in page II-5).

*        Filed as an exhibit to the Company's Registration Statement on Form S-1
         (Registration No. 33-63118) or an amendment thereto and incorporated
         herein by reference.

@        Filed as an exhibit to the Annual Report on Form 10-K for the year
         ended December 31, 1994 and incorporated herein by reference.

                                      II-6