<PAGE>   1
As filed with the Securities and Exchange Commission on September 1, 2000
                                                            Reg. No. 333-_______
================================================================================

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     under
                           the Securities Act of 1933

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

                      SPECIALTY EQUIPMENT COMPANIES, INC.
             (Exact Name of Registrant as Specified in its Charter)

                  Delaware                               36-3337593
        (State or Other Jurisdiction        (I.R.S. Employer Identification No.)
     of Incorporation or Organization)

                      1245 Corporate Boulevard, Suite 401
                             Aurora, Illinois 60504
             (Address and Zip Code of Principal Executive Offices)
                        --------------------------------

                      SPECIALTY EQUIPMENT COMPANIES, INC.
              2000 NON-EMPLOYEE DIRECTORS LONG-TERM INCENTIVE PLAN
                            (Full Title of the Plan)
                        --------------------------------

                                Robert R. Friedl
                            Chief Financial Officer
                      Specialty Equipment Companies, Inc.
                      1245 Corporate Boulevard, Suite 401
                             Aurora, Illinois 60504
                                 (630) 585-5111
(Name, Address, and Telephone Number, Including Area Code, of Agent For Service)

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

<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE
====================================================================================================================
<S>                          <C>                 <C>                     <C>                    <C>
                                                  PROPOSED MAXIMUM        PROPOSED MAXIMUM
   TITLE OF SECURITIES        AMOUNT TO BE       OFFERING PRICE PER      AGGREGATE OFFERING         AMOUNT OF
     TO BE REGISTERED        REGISTERED (1)           SHARE (2)              PRICE (2)          REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.01 per share               250,000 Shares            $26.8125             $6,703,125             $1,769.63
====================================================================================================================
</TABLE>

     (1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
     this Registration Statement also covers such indeterminable number of
     additional shares of Common Stock as may be issued pursuant to the
     anti-dilution provisions of the Specialty Equipment Companies, Inc. 2000
     Non-Employee Directors Long-Term Incentive Plan.

     (2) Calculated pursuant to Rules 457(h)(1) and Rule 457(c), based on the
     average of the high and low prices reported for the Registrant's common
     stock on the New York Stock Exchange on August 28, 2000.

================================================================================

<PAGE>   2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


     Item 1.       Plan Information*.

     Item 2.       Registrant Information and Employee Plan Annual Information*.









     *Information required by Part I to be contained in a Section 10(a)
     prospectus is omitted from this Registration Statement in accordance with
     Rule 428(b) promulgated under the Securities Act of 1993, as amended (the
     "Securities Act") and Note I of Form S-8.




<PAGE>   3

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


     ITEM 3:  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed with the Commission by Specialty Equipment
Companies, Inc. (the "Company") are incorporated in this Registration Statement
on Form S-8 (the "Registration Statement") by reference:

     1.           The Company's Annual Report on Form 10-K under the Securities
                  Exchange Act of 1934, as amended (the "Exchange Act") for the
                  fiscal year ended January 31, 2000, filed with the Securities
                  and Exchange Commission (the "Commission") on April 24, 2000.

     2.           The Company's Quarterly Report on Form 10-Q under the Exchange
                  Act for the quarterly period ended April 30, 2000, filed with
                  the Commission on June 12, 2000.

     3.           The description of the Company's common stock, par value $.01
                  per share ("Common Stock") under the caption "Description of
                  Securities to be Registered" in the Company's Registration
                  Statement on Form 8-A under the Exchange Act, filed with the
                  Commission on December 28, 1998.

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

ITEM 4:  DESCRIPTION OF SECURITIES

     Not applicable.


ITEM 5:  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not Applicable.

ITEM 6:  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law ("DGCL"), inter alia,
empowers a Delaware corporation to 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 the corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement

<PAGE>   4
actually and reasonably incurred by him in connection with such 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. Similar indemnity is authorized for such persons against
expenses (including attorneys' fees) actually and reasonably incurred in
connection with the defense or settlement of any such threatened, pending or
completed action or suit by or in the right of the corporation if such person
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 such person was not
adjudged liable to the corporation, and provided further that despite being
adjudged liable to the corporation a court of competent jurisdiction may find
that such person is entitled to indemnification. Any such indemnification may be
made only as authorized in each specific case upon a determination by the
stockholders or disinterested directors or by independent legal counsel in a
written opinion that indemnification is proper because the indemnitee has met
the applicable standard of conduct. The Bylaws of the Company provide that
directors and officers shall be indemnified as described above in this paragraph
to the fullest extent permitted by the DGCL; provided, however, that any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person shall be indemnified only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Company.

     Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145. The Company
maintains a policy of directors' and officers' liability insurance.

     The Certificate of Incorporation of the Company 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 (i) for a
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 DGCL
(relating to the declaration of dividends and purchase or redemption of shares
in violation of the DGCL), or (iv) for any transaction from which the director
derived an improper personal benefit.


     The Company has entered into indemnification agreements with each of its
directors and certain of its officers to provide such persons with
indemnification to the fullest extent permitted by Delaware law with respect to
any liabilities, costs or expenses in connection with any legal proceedings in
which such person becomes, or has become involved, as a result of their
employment or service with the Company.


ITEM 7:  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.



                                      II-2
<PAGE>   5

ITEM 8:  EXHIBITS

      3.1          Amended and Restated Certificate of Incorporation of the
                   Company (Incorporated herein by reference to Exhibit 3.1(i)
                   to the Company's Form 8-K filed with the Securities and
                   Exchange Commission on May 12, 1994 (File No. 0-22798))

      3.2          Amended and Restated By-Laws of the Company (Incorporated
                   herein by reference to Exhibit 3.1(ii) to the Company's Form
                   8-K filed with the Securities and Exchange Commission on May
                   12, 1994 (File No. 0-22798))

      4.1          Specimen certificate representing the Company's Common Stock

      5.1          Opinion of Sonnenschein Nath & Rosenthal

      23.1         Consent of Sonnenschein Nath & Rosenthal (included in Exhibit
                   5.1)

      23.2         Consent of KPMG LLP

      24.1         Power of Attorney (set forth on the signature page of this
                   Registration Statement)

      99.1         Specialty Equipment Companies, Inc. 2000 Non-Employee
                   Directors Long-Term Incentive Plan (Incorporated herein by
                   reference to Appendix A to the Company's Schedule 14A filed
                   with the Securities and Exchange Commission on April 24, 2000
                   (File No. 001-14743))


ITEM 9.  UNDERTAKINGS

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:

                           (i) to include any prospectus required by Section
         10(a)(3) of the Securities Act;

                           (ii) to reflect in the prospectus any facts or events
         arising after the effective date of this Registration Statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate, represent a fundamental change in the information in
         this Registration Statement; and

                           (iii) to include any material information with
         respect to the plan of distribution not previously disclosed or any
         material change to such information in this Registration Statement (or
         the most recent post-effective amendment thereof).

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed or furnished to the Commission
by the Company pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.


                                      II-3
<PAGE>   6
         (2) That, for the purpose of determining any liability under the
Securities Act each post-effective amendment shall be deemed a new registration
statement relating to the securities offered hereby, and the offering of such
securities at that time shall be treated as the initial bona fide offering
thereof.

         (3) To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.

         (4) That, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to section
13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Exchange Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered hereby, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

         (5) That, insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                   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 City of Aurora, State of Illinois, on August 23, 2000.

                         SPECIALTY EQUIPMENT COMPANIES, INC.

                         By:  /s/ JEFFREY P. RHODENBAUGH
                              --------------------------
                                Jeffrey P. Rhodenbaugh
                                President, Chief Executive and Operating Officer

                               POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jeffery P. Rhodenbaugh and Robert R.
Friedl, and each of them singly, his attorneys in fact, with full power of
substitution, for him in any and all capacities, to sign any amendment to this
Registration Statement on Form S-8 and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that such attorneys-in-fact, or
their



                                      II-4
<PAGE>   7
substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant
to the requirements of the Securities Act of 1933 this Registration Statement on
Form S-8 has been signed by the following persons in the capacities and on the
date indicated.

         August 23, 2000

                              /s/ JEFFREY P. RHODENBAUGH
                              --------------------------------------------------
                              Jeffrey P. Rhodenbaugh
                              President, Chief Executive and Chief Operating
                              Officer and Director (principal executive officer)

                              /s/ ROBERT R. FRIEDL
                              --------------------------------------------------
                              Robert R. Friedl
                              Chief Financial Officer
                              (principal financial and accounting officer)

                              /s/ DANIEL B. GREENWOOD
                              --------------------------------------------------
                              Daniel B. Greenwood
                              Chairman of the Board and Director

                              /s/ WILLIAM E. DOTTERWEICH
                              --------------------------------------------------
                              William E. Dotterweich
                              Director

                              /s/ KEVIN E. GLAZER
                              --------------------------------------------------
                              Kevin E. Glazer
                              Director

                              /s/ MALCOLM L. GLAZER
                              --------------------------------------------------
                              Malcolm I. Glazer
                              Director

                              /s/ AVRAM A. GLAZER
                              --------------------------------------------------
                              Avram A. Glazer
                              Director

                              /s/ CHARLES E. HUTCHINSON
                              --------------------------------------------------
                              Charles E. Hutchison
                              Director

                              /s/ RICHARD A. KENT
                              --------------------------------------------------
                              Richard A. Kent
                              Director

                              /s/ BARRY L. MACLEAN
                              --------------------------------------------------
                              Barry L. MacLean
                              Director





                                      II-5
<PAGE>   8
                               INDEX TO EXHIBITS
      Exhibit
       Number              Description of Exhibit


        3.1           Amended and Restated Certificate of Incorporation of the
                      Company (Incorporated herein by reference to Exhibit
                      3.1(i) to the Company's Form 8-K filed with the Securities
                      and Exchange Commission on May 12, 1994 (File No.
                      0-22798))

        3.2           Amended and Restated By-Laws of the Company (Incorporated
                      herein by reference to Exhibit 3.1(ii) to the Company's
                      Form 8-K filed with the Securities and Exchange Commission
                      on May 12, 1994 (File No. 0-22798))

        4.1           Specimen certificate representing the Company's Common
                      Stock

        5.1           Opinion of Sonnenschein Nath & Rosenthal

       23.1           Consent of Sonnenschein Nath & Rosenthal (included in
                      Exhibit 5.1)

       23.2           Consent of KPMG LLP

       24.1           Power of Attorney (set forth on the signature page of this
                      Registration Statement)

       99.1           Specialty Equipment Companies, Inc. 2000 Non-Employee
                      Directors Long-Term Incentive Plan (Incorporated herein by
                      reference to Appendix A to the Company's Schedule 14A
                      filed with the Securities and Exchange Commission on April
                      24, 2000 (File No. 001-14743))
[{"type": "S-8", "sequence": "1", "filename": "c57212s-8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 20964}]
{"company-data": {"conformed-name": "SPECIALTY EQUIPMENT COMPANIES INC", "cik": "0000814013", "assigned-sic": "3585", "irs-number": "363337593", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45048", "film-number": "715665"}, "business-address": {"street1": "1245 CORPORATE BLVD", "street2": "SUITE 401", "city": "AURORA", "state": "IL", "zip": "60504", "phone": "6035855111"}, "mail-address": {"street1": "1245 CORPORATE BLVD", "street2": "SUITE 401", "city": "AURORA", "state": "IL", "zip": "60504"}}
1
As filed with the Securities and Exchange Commission on September 1, 2000
                                                            Reg. No. 333-_______
================================================================================

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     under
                           the Securities Act of 1933

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

                      SPECIALTY EQUIPMENT COMPANIES, INC.
             (Exact Name of Registrant as Specified in its Charter)

                  Delaware                               36-3337593
        (State or Other Jurisdiction        (I.R.S. Employer Identification No.)
     of Incorporation or Organization)

                      1245 Corporate Boulevard, Suite 401
                             Aurora, Illinois 60504
             (Address and Zip Code of Principal Executive Offices)
                        --------------------------------

                      SPECIALTY EQUIPMENT COMPANIES, INC.
              2000 NON-EMPLOYEE DIRECTORS LONG-TERM INCENTIVE PLAN
                            (Full Title of the Plan)
                        --------------------------------

                                Robert R. Friedl
                            Chief Financial Officer
                      Specialty Equipment Companies, Inc.
                      1245 Corporate Boulevard, Suite 401
                             Aurora, Illinois 60504
                                 (630) 585-5111
(Name, Address, and Telephone Number, Including Area Code, of Agent For Service)

                       ---------------------------------
CALCULATION OF REGISTRATION FEE
====================================================================================================================
PROPOSED MAXIMUM        PROPOSED MAXIMUM
   TITLE OF SECURITIES        AMOUNT TO BE       OFFERING PRICE PER      AGGREGATE OFFERING         AMOUNT OF
     TO BE REGISTERED        REGISTERED (1)           SHARE (2)              PRICE (2)          REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.01 per share               250,000 Shares            $26.8125             $6,703,125             $1,769.63
====================================================================================================================
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
     this Registration Statement also covers such indeterminable number of
     additional shares of Common Stock as may be issued pursuant to the
     anti-dilution provisions of the Specialty Equipment Companies, Inc. 2000
     Non-Employee Directors Long-Term Incentive Plan.

     (2) Calculated pursuant to Rules 457(h)(1) and Rule 457(c), based on the
     average of the high and low prices reported for the Registrant's common
     stock on the New York Stock Exchange on August 28, 2000.

================================================================================
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Item 1.       Plan Information*.

     Item 2.       Registrant Information and Employee Plan Annual Information*.

     *Information required by Part I to be contained in a Section 10(a)
     prospectus is omitted from this Registration Statement in accordance with
     Rule 428(b) promulgated under the Securities Act of 1993, as amended (the
     "Securities Act") and Note I of Form S-8.
3

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3:  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed with the Commission by Specialty Equipment
Companies, Inc. (the "Company") are incorporated in this Registration Statement
on Form S-8 (the "Registration Statement") by reference:

     1.           The Company's Annual Report on Form 10-K under the Securities
                  Exchange Act of 1934, as amended (the "Exchange Act") for the
                  fiscal year ended January 31, 2000, filed with the Securities
                  and Exchange Commission (the "Commission") on April 24, 2000.

     2.           The Company's Quarterly Report on Form 10-Q under the Exchange
                  Act for the quarterly period ended April 30, 2000, filed with
                  the Commission on June 12, 2000.

     3.           The description of the Company's common stock, par value $.01
                  per share ("Common Stock") under the caption "Description of
                  Securities to be Registered" in the Company's Registration
                  Statement on Form 8-A under the Exchange Act, filed with the
                  Commission on December 28, 1998.

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

ITEM 4:  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5:  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not Applicable.

ITEM 6:  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law ("DGCL"), inter alia,
empowers a Delaware corporation to 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 the corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement
4
actually and reasonably incurred by him in connection with such 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. Similar indemnity is authorized for such persons against
expenses (including attorneys' fees) actually and reasonably incurred in
connection with the defense or settlement of any such threatened, pending or
completed action or suit by or in the right of the corporation if such person
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 such person was not
adjudged liable to the corporation, and provided further that despite being
adjudged liable to the corporation a court of competent jurisdiction may find
that such person is entitled to indemnification. Any such indemnification may be
made only as authorized in each specific case upon a determination by the
stockholders or disinterested directors or by independent legal counsel in a
written opinion that indemnification is proper because the indemnitee has met
the applicable standard of conduct. The Bylaws of the Company provide that
directors and officers shall be indemnified as described above in this paragraph
to the fullest extent permitted by the DGCL; provided, however, that any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person shall be indemnified only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Company.

     Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145. The Company
maintains a policy of directors' and officers' liability insurance.

     The Certificate of Incorporation of the Company 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 (i) for a
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 DGCL
(relating to the declaration of dividends and purchase or redemption of shares
in violation of the DGCL), or (iv) for any transaction from which the director
derived an improper personal benefit.

     The Company has entered into indemnification agreements with each of its
directors and certain of its officers to provide such persons with
indemnification to the fullest extent permitted by Delaware law with respect to
any liabilities, costs or expenses in connection with any legal proceedings in
which such person becomes, or has become involved, as a result of their
employment or service with the Company.

ITEM 7:  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

                                      II-2
5

ITEM 8:  EXHIBITS

      3.1          Amended and Restated Certificate of Incorporation of the
                   Company (Incorporated herein by reference to Exhibit 3.1(i)
                   to the Company's Form 8-K filed with the Securities and
                   Exchange Commission on May 12, 1994 (File No. 0-22798))

      3.2          Amended and Restated By-Laws of the Company (Incorporated
                   herein by reference to Exhibit 3.1(ii) to the Company's Form
                   8-K filed with the Securities and Exchange Commission on May
                   12, 1994 (File No. 0-22798))

      4.1          Specimen certificate representing the Company's Common Stock

      5.1          Opinion of Sonnenschein Nath & Rosenthal

      23.1         Consent of Sonnenschein Nath & Rosenthal (included in Exhibit
                   5.1)

      23.2         Consent of KPMG LLP

      24.1         Power of Attorney (set forth on the signature page of this
                   Registration Statement)

      99.1         Specialty Equipment Companies, Inc. 2000 Non-Employee
                   Directors Long-Term Incentive Plan (Incorporated herein by
                   reference to Appendix A to the Company's Schedule 14A filed
                   with the Securities and Exchange Commission on April 24, 2000
                   (File No. 001-14743))

ITEM 9.  UNDERTAKINGS

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:

                           (i) to include any prospectus required by Section
         10(a)(3) of the Securities Act;

                           (ii) to reflect in the prospectus any facts or events
         arising after the effective date of this Registration Statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate, represent a fundamental change in the information in
         this Registration Statement; and

                           (iii) to include any material information with
         respect to the plan of distribution not previously disclosed or any
         material change to such information in this Registration Statement (or
         the most recent post-effective amendment thereof).

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed or furnished to the Commission
by the Company pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

                                      II-3
6
         (2) That, for the purpose of determining any liability under the
Securities Act each post-effective amendment shall be deemed a new registration
statement relating to the securities offered hereby, and the offering of such
securities at that time shall be treated as the initial bona fide offering
thereof.

         (3) To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.

         (4) That, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to section
13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Exchange Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered hereby, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

         (5) That, insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                   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 City of Aurora, State of Illinois, on August 23, 2000.

                         SPECIALTY EQUIPMENT COMPANIES, INC.

                         By:  /s/ JEFFREY P. RHODENBAUGH
                              --------------------------
                                Jeffrey P. Rhodenbaugh
                                President, Chief Executive and Operating Officer

                               POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jeffery P. Rhodenbaugh and Robert R.
Friedl, and each of them singly, his attorneys in fact, with full power of
substitution, for him in any and all capacities, to sign any amendment to this
Registration Statement on Form S-8 and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that such attorneys-in-fact, or
their

                                      II-4
7
substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant
to the requirements of the Securities Act of 1933 this Registration Statement on
Form S-8 has been signed by the following persons in the capacities and on the
date indicated.

         August 23, 2000

                              /s/ JEFFREY P. RHODENBAUGH
                              --------------------------------------------------
                              Jeffrey P. Rhodenbaugh
                              President, Chief Executive and Chief Operating
                              Officer and Director (principal executive officer)

                              /s/ ROBERT R. FRIEDL
                              --------------------------------------------------
                              Robert R. Friedl
                              Chief Financial Officer
                              (principal financial and accounting officer)

                              /s/ DANIEL B. GREENWOOD
                              --------------------------------------------------
                              Daniel B. Greenwood
                              Chairman of the Board and Director

                              /s/ WILLIAM E. DOTTERWEICH
                              --------------------------------------------------
                              William E. Dotterweich
                              Director

                              /s/ KEVIN E. GLAZER
                              --------------------------------------------------
                              Kevin E. Glazer
                              Director

                              /s/ MALCOLM L. GLAZER
                              --------------------------------------------------
                              Malcolm I. Glazer
                              Director

                              /s/ AVRAM A. GLAZER
                              --------------------------------------------------
                              Avram A. Glazer
                              Director

                              /s/ CHARLES E. HUTCHINSON
                              --------------------------------------------------
                              Charles E. Hutchison
                              Director

                              /s/ RICHARD A. KENT
                              --------------------------------------------------
                              Richard A. Kent
                              Director

                              /s/ BARRY L. MACLEAN
                              --------------------------------------------------
                              Barry L. MacLean
                              Director

                                      II-5
8
                               INDEX TO EXHIBITS
      Exhibit
       Number              Description of Exhibit

        3.1           Amended and Restated Certificate of Incorporation of the
                      Company (Incorporated herein by reference to Exhibit
                      3.1(i) to the Company's Form 8-K filed with the Securities
                      and Exchange Commission on May 12, 1994 (File No.
                      0-22798))

        3.2           Amended and Restated By-Laws of the Company (Incorporated
                      herein by reference to Exhibit 3.1(ii) to the Company's
                      Form 8-K filed with the Securities and Exchange Commission
                      on May 12, 1994 (File No. 0-22798))

        4.1           Specimen certificate representing the Company's Common
                      Stock

        5.1           Opinion of Sonnenschein Nath & Rosenthal

       23.1           Consent of Sonnenschein Nath & Rosenthal (included in
                      Exhibit 5.1)

       23.2           Consent of KPMG LLP

       24.1           Power of Attorney (set forth on the signature page of this
                      Registration Statement)

       99.1           Specialty Equipment Companies, Inc. 2000 Non-Employee
                      Directors Long-Term Incentive Plan (Incorporated herein by
                      reference to Appendix A to the Company's Schedule 14A
                      filed with the Securities and Exchange Commission on April
                      24, 2000 (File No. 001-14743))