<PAGE>   1
<TABLE>
<S>                                                                                            <C>
As filed with the Securities and Exchange Commission on May 12, 2000                           Registration No. 333-________________
====================================================================================================================================
</TABLE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  -----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                  -----------

                               T/R SYSTEMS, INC.
               (Exact name of issuer as specified in its charter)

              Georgia                                   58-1958870
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
  incorporation or organization)

          1300 Oakbrook Drive
          Norcross, Georgia                               30093
(Address of principal executive offices)                (Zip Code)

                                  -----------

                    T/R SYSTEMS, INC. 1999 STOCK OPTION PLAN
                            (Full title of the plan)

                                  -----------

                              Michael E. Kohlsdorf
                     President and Chief Executive Officer
                               T/R Systems, Inc.
                              1300 Oakbrook Drive
                            Norcross, Georgia 30093
                    (Name and address of agent for service)

                                 (770) 448-9008
         (Telephone number, including area code, of agent for service)

                                With a copy to:
                              Lisa A. Stater, Esq.
                           Jones, Day, Reavis & Pogue
                              3500 SunTrust Plaza
                           303 Peachtree Street, N.E.
                          Atlanta, Georgia 30308-3242

                                  -----------


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                        Proposed maximum       Proposed maximum
     Title of securities             Amount to be        offering price           aggregate              Amount of
       to be registered               registered          per share(1)        offering price(1)     registration fee(2)
-----------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                 <C>                   <C>                   <C>
 Common Stock, $.01 par value       207,400 shares           $15.271411           $3,167,290.6414            $836
-----------------------------------------------------------------------------------------------------------------------
 Common Stock, $.01 par value       701,691 shares           $13.50               $9,472,828.50              $2,501
-----------------------------------------------------------------------------------------------------------------------
            Total                   909,091 shares                                                           $3,337
=======================================================================================================================
</TABLE>

         (1) Estimated solely for calculating the amount of the registration
fee pursuant to Rule 457(h) of the Securities Act of 1933, as amended (the
"Act"). With respect to 207,400 of the shares to be registered, which are
subject to outstanding options, the offering price is calculated based on the
weighted average exercise price of those options, and with respect to the
remaining 701,691 shares, upon the average of the high and low sales prices of
the registrant's Common Stock as reported on the Nasdaq National Market on
May 11, 2000, a date within 5 business days prior to the filing of this
Registration Statement.

         (2) The registration fee is calculated by multiplying the product of
the proposed maximum offering price per share and the number of shares to be
registered, by .000264.
================================================================================
<PAGE>   2

                                EXPLANATORY NOTE

In accordance with the Note to Part I of Form S-8, the information specified in
Part I of Form S-8 has been omitted from this Registration Statement.

                                       1
<PAGE>   3


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following documents filed by T/R Systems, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:

         (a)      The Company's annual report on Form 10-K for the fiscal year
ended January 31, 2000;

         (b)      All other reports filed with the Commission  pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since January 31, 2000; and

         (c)      The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A dated January 21, 2000, including the
information incorporated by reference into that registration statement from the
Registration Statement on Form S-1, as amended, File No. 333-88439.

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

Item 4.  Description of Securities.

         Inapplicable.

Item 5.  Interests of Named Experts and Counsel.

         Inapplicable.

Item 6.  Indemnification of Directors and Officers.

         Article VII of the Company's Second Restated Articles of Incorporation
(the "Articles of Incorporation") provides that, except to the extent allowable
pursuant to the Georgia Business Corporation Code (the "Georgia Code"), as such
provisions exist from time to time, no director of the Company shall be liable
to the Company or its shareholders for, or with respect to, any acts or
omissions in the performance of his duties as a director. The Company's
Articles of Incorporation further provide that in discharging the duties of
their respective positions and in determining what is believed to be in the
best interests of the Company, the Board of Directors, committees of the Board
of Directors, and individual directors, in addition to considering the effects
of any action on the Company or its shareholders, may consider the interests of
the employees, customers, suppliers, and creditors of the Company and its
subsidiaries, the communities in which offices or other establishments of the
Company and its subsidiaries are located, and all other factors such directors
consider pertinent, provided, however, that this provision shall be deemed
solely to grant discretionary authority to the directors and shall not be
deemed to provide to any constituency any right to be considered.

         Article VIII of the Articles of Incorporation and Article 8.10 of the
Company's Restated Bylaws (the "Bylaws") provide that the Company shall
indemnify, to the fullest extent permitted by the Georgia Code or any other
laws presently or hereafter in effect, each person who is or was or had agreed
to become a director or officer of the Company or is or was serving or had
agreed to serve at the request of the Board of Directors or an officer of the
Company as an employee or agent of the Company, as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including the heirs, executors, administrators or
estate of such person. The right to indemnification conferred by Article 8.10
of the Company's Bylaws is a contract right and includes the right to be paid
by the Company the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the Georgia Code
requires, the payment of such expenses incurred

                                       2
<PAGE>   4

by a director or officer in his or her capacity as a director or officer (and
not in any other capacity in which service was or is rendered by such person
while a director or officer, including, without limitation, service to an
employee benefit plan) in advance of the final disposition of a proceeding,
shall be made only upon delivery to the Company of an undertaking, by or on
behalf of such director or officer, to repay all amounts so advanced if it
shall ultimately be determined that such director or officer is not entitled to
be indemnified.

         The Georgia Code provides that a company may indemnify an individual
who was or is a party to a proceeding because he is or was a director or
officer against liability incurred in the proceeding if he acted in a manner he
believed in good faith to be in or not opposed to the best interests of the
company, and, in the case of any criminal proceeding, he had no reasonable
cause to believe his conduct unlawful. The termination of a proceeding by
judgment, order, settlement, conviction, or a plea of nolo contendere or its
equivalent is not, of itself, determinative that the director or officer did
not meet the standard of conduct set forth in the Georgia Code. However, no
indemnification shall be made of an officer or director in connection with a
proceeding by or in the right of the company in which the director or officer
was adjudged liable to the company or in connection with any other proceeding
in which he was adjudged liable on the basis that personal benefit was
improperly received by him. Indemnification in connection with a proceeding by
or in the right of the company is limited to reasonable expenses incurred in
connection with the proceeding.

         The Georgia Code further provides that a company shall not indemnify
an officer or director unless authorized in the specific case upon a
determination that indemnification of the director or officer is permissible in
the circumstances because he has met the applicable standard of conduct set
forth above and prescribes the persons who may make such determination.

         To the extent that a director or officer has been successful, on the
merits or otherwise, in defense of any proceeding to which he was a party or in
defense of any claim, issue or matter therein, he shall be indemnified against
reasonable expenses (including attorneys' fees) incurred by him in connection
therewith. The Company shall pay for the reasonable expenses incurred by a
director or officer who is a party to a proceeding in advance of the final
disposition of the proceeding if the director or officer furnishes the Company
notice as required under that director's or officer's indemnification
agreement, if one exists, a written affirmation of his good faith belief that
he has met the standard of conduct set forth above, and the director or officer
furnishes the Company a written undertaking, executed personally or on his
behalf, to repay any advances if it is ultimately determined that he is not
entitled to indemnification by the Company as authorized in Article 8.10 of the
Company's Bylaws.

         The Company has entered into agreements dated March 4, 1994 with E.
Neal Tompkins and Charles H. Phipps, directors of the Company, which obligate
the Company to indemnify each such director to the fullest extent permitted by
Georgia law if such director acted in a manner he believed in good faith to be
in or not opposed to the best interests of the Company, or in any criminal
action, if such director had no reasonable cause to believe his conduct giving
rise to such action was unlawful (the "Indemnification Agreements"). The right
to indemnification under the Indemnification Agreements is in addition to, and
not in lieu of, any other rights to indemnification such directors may have.
Pursuant to the terms of the Indemnification Agreements, for the purposes of
pursuing his rights to indemnification, the director must submit a sworn
statement of a request for indemnification to the Company and shall present to
the Company reasonable evidence of all expenses for which payment is requested.

         The Company maintains insurance for its directors and officers of
$10,000,000.

Item 7.  Exemption from Registration Claimed.

         Inapplicable.

                                       3
<PAGE>   5

Item 8.  Exhibits.

<TABLE>
<CAPTION>
         Exhibit
         Number            Description
         ------            -----------
         <S>               <C>
         4                 T/R Systems, Inc. 1999 Stock Option Plan

         5                 Opinion of Jones, Day, Reavis & Pogue re: legality

         23.1              Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5)

         23.2              Consent of Deloitte & Touche LLP, independent auditors

         24                Power of Attorney (included in the signature page)
</TABLE>

Item 9.  Undertakings.

         (a)      The undersigned registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment
                           to this registration statement:

                                    (i)      to include any prospectus required
                           by Section 10(a)(3) of the Securities Act
                           of 1933;

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

                                    (iii)    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;

                  provided, however, that sub-paragraphs (a)(1)(i) and
                  (a)(1)(ii) do not apply if the registration statement is on
                  Form S-3 or Form S-8, and the information required to be
                  included in a post-effective amendment by those paragraphs is
                  contained in periodic reports filed by the registrant
                  pursuant to Section 13 or Section 15(d) of the Securities
                  Exchange Act of 1934 that are incorporated by reference in
                  the registration statement.

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

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

         (b)      The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act of 1933, each filing of the registrant's annual report
                  pursuant to Section 13(a) or Section 15(d) of the Securities
                  Exchange Act of 1934 (and, where applicable, each filing of
                  an employee benefit plan's annual report pursuant to Section
                  15(d) of the Securities Exchange Act of 1934) 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.

                                       4
<PAGE>   6

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 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 of 1933 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 of 1933 and will be governed by the
                  final adjudication of such issue.

                                       5
<PAGE>   7

                                   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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on the 11 day of
May, 2000.


                               T/R SYSTEMS, INC.



                               By: /s/ Michael E. Kohlsdorf
                                 ----------------------------------------------
                                  Michael E. Kohlsdorf
                                  President and Chief Executive Officer



                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, Michael E. Kohlsdorf and Lyle W.
Newkirk, jointly and severally, each in his own capacity, his true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other 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 or necessary to be done 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 each of said
attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:

<TABLE>
<CAPTION>
       Signature                                        Title                                       Date
       ---------                                        -----                                       ----
<S>                                          <C>                                               <C>
 /s/ Michael E. Kohlsdorf                President and Chief Executive Officer
-----------------------------------          (Principal Executive Officer)                     May 11, 2000
Michael E. Kohlsdorf
                                             Vice President, Chief Financial Officer,
 /s/ Lyle W. Newkirk                     Secretary and Treasurer (Principal Financial
------------------------------------         and Accounting Officer)                           May 11, 2000
Lyle W. Newkirk

/s/ Charles H. Phipps
------------------------------------                  Director                                 May 11, 2000
Charles H. Phipps


------------------------------------                  Director
C. Harold Gaffin
</TABLE>


                                       6
<PAGE>   8

<TABLE>
<CAPTION>
       Signature                                        Title                                       Date
       ---------                                        -----                                       ----
<S>                                                   <C>                                      <C>
/s/ Philip T. Gianos
------------------------------------                  Director                                 May 11, 2000
Philip T. Gianos

/s/ Kevin J. McGarity
------------------------------------                  Director                                 May 11, 2000
Kevin J. McGarity

/s/ Peter S. Sealey
------------------------------------                  Director                                 May 5, 2000
Peter S. Sealey

/s/ E. Neal Tompkins
------------------------------------                  Director                                 May 11, 2000
E. Neal Tompkins
</TABLE>


                                       7
<PAGE>   9


                                 EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit
Number                               Description
-------                              -----------
<S>            <C>
4              T/R Systems, Inc. 1999 Stock Option Plan

5              Opinion of Jones, Day, Reavis & Pogue re: legality

23.1           Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5)

23.2           Consent of Deloitte & Touche, independent public accountants

24             Power of Attorney (included in signature page)
</TABLE>


                                       8
[{"type": "S-8", "sequence": "1", "description": "T/R SYSTEMS, INC.", "secsgml_size_bytes": 23596}]
{"company-data": {"conformed-name": "T/R SYSTEMS INC", "cik": "0001095594", "assigned-sic": "3577", "irs-number": "581958870", "state-of-incorporation": "GA", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36914", "film-number": "629355"}, "business-address": {"street1": "1300 OAKBROOK DR", "city": "NORCROSS", "state": "GA", "zip": "30093", "phone": "7704489008"}, "mail-address": {"street1": "1300 OAKBROOK DR", "city": "NORCROSS", "state": "GA", "zip": "30093"}}
1
As filed with the Securities and Exchange Commission on May 12, 2000                           Registration No. 333-________________
====================================================================================================================================
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  -----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                  -----------

                               T/R SYSTEMS, INC.
               (Exact name of issuer as specified in its charter)

              Georgia                                   58-1958870
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
  incorporation or organization)

          1300 Oakbrook Drive
          Norcross, Georgia                               30093
(Address of principal executive offices)                (Zip Code)

                                  -----------

                    T/R SYSTEMS, INC. 1999 STOCK OPTION PLAN
                            (Full title of the plan)

                                  -----------

                              Michael E. Kohlsdorf
                     President and Chief Executive Officer
                               T/R Systems, Inc.
                              1300 Oakbrook Drive
                            Norcross, Georgia 30093
                    (Name and address of agent for service)

                                 (770) 448-9008
         (Telephone number, including area code, of agent for service)

                                With a copy to:
                              Lisa A. Stater, Esq.
                           Jones, Day, Reavis & Pogue
                              3500 SunTrust Plaza
                           303 Peachtree Street, N.E.
                          Atlanta, Georgia 30308-3242

                                  -----------

                        CALCULATION OF REGISTRATION FEE
Proposed maximum       Proposed maximum
     Title of securities             Amount to be        offering price           aggregate              Amount of
       to be registered               registered          per share(1)        offering price(1)     registration fee(2)
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value       207,400 shares           $15.271411           $3,167,290.6414            $836
-----------------------------------------------------------------------------------------------------------------------
 Common Stock, $.01 par value       701,691 shares           $13.50               $9,472,828.50              $2,501
-----------------------------------------------------------------------------------------------------------------------
            Total                   909,091 shares                                                           $3,337
=======================================================================================================================
(1) Estimated solely for calculating the amount of the registration
fee pursuant to Rule 457(h) of the Securities Act of 1933, as amended (the
"Act"). With respect to 207,400 of the shares to be registered, which are
subject to outstanding options, the offering price is calculated based on the
weighted average exercise price of those options, and with respect to the
remaining 701,691 shares, upon the average of the high and low sales prices of
the registrant's Common Stock as reported on the Nasdaq National Market on
May 11, 2000, a date within 5 business days prior to the filing of this
Registration Statement.

         (2) The registration fee is calculated by multiplying the product of
the proposed maximum offering price per share and the number of shares to be
registered, by .000264.
================================================================================
2

                                EXPLANATORY NOTE

In accordance with the Note to Part I of Form S-8, the information specified in
Part I of Form S-8 has been omitted from this Registration Statement.

                                       1
3

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by T/R Systems, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:

         (a)      The Company's annual report on Form 10-K for the fiscal year
ended January 31, 2000;

         (b)      All other reports filed with the Commission  pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since January 31, 2000; and

         (c)      The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A dated January 21, 2000, including the
information incorporated by reference into that registration statement from the
Registration Statement on Form S-1, as amended, File No. 333-88439.

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

Item 4.  Description of Securities.

         Inapplicable.

Item 5.  Interests of Named Experts and Counsel.

         Inapplicable.

Item 6.  Indemnification of Directors and Officers.

         Article VII of the Company's Second Restated Articles of Incorporation
(the "Articles of Incorporation") provides that, except to the extent allowable
pursuant to the Georgia Business Corporation Code (the "Georgia Code"), as such
provisions exist from time to time, no director of the Company shall be liable
to the Company or its shareholders for, or with respect to, any acts or
omissions in the performance of his duties as a director. The Company's
Articles of Incorporation further provide that in discharging the duties of
their respective positions and in determining what is believed to be in the
best interests of the Company, the Board of Directors, committees of the Board
of Directors, and individual directors, in addition to considering the effects
of any action on the Company or its shareholders, may consider the interests of
the employees, customers, suppliers, and creditors of the Company and its
subsidiaries, the communities in which offices or other establishments of the
Company and its subsidiaries are located, and all other factors such directors
consider pertinent, provided, however, that this provision shall be deemed
solely to grant discretionary authority to the directors and shall not be
deemed to provide to any constituency any right to be considered.

         Article VIII of the Articles of Incorporation and Article 8.10 of the
Company's Restated Bylaws (the "Bylaws") provide that the Company shall
indemnify, to the fullest extent permitted by the Georgia Code or any other
laws presently or hereafter in effect, each person who is or was or had agreed
to become a director or officer of the Company or is or was serving or had
agreed to serve at the request of the Board of Directors or an officer of the
Company as an employee or agent of the Company, as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including the heirs, executors, administrators or
estate of such person. The right to indemnification conferred by Article 8.10
of the Company's Bylaws is a contract right and includes the right to be paid
by the Company the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the Georgia Code
requires, the payment of such expenses incurred

                                       2
4

by a director or officer in his or her capacity as a director or officer (and
not in any other capacity in which service was or is rendered by such person
while a director or officer, including, without limitation, service to an
employee benefit plan) in advance of the final disposition of a proceeding,
shall be made only upon delivery to the Company of an undertaking, by or on
behalf of such director or officer, to repay all amounts so advanced if it
shall ultimately be determined that such director or officer is not entitled to
be indemnified.

         The Georgia Code provides that a company may indemnify an individual
who was or is a party to a proceeding because he is or was a director or
officer against liability incurred in the proceeding if he acted in a manner he
believed in good faith to be in or not opposed to the best interests of the
company, and, in the case of any criminal proceeding, he had no reasonable
cause to believe his conduct unlawful. The termination of a proceeding by
judgment, order, settlement, conviction, or a plea of nolo contendere or its
equivalent is not, of itself, determinative that the director or officer did
not meet the standard of conduct set forth in the Georgia Code. However, no
indemnification shall be made of an officer or director in connection with a
proceeding by or in the right of the company in which the director or officer
was adjudged liable to the company or in connection with any other proceeding
in which he was adjudged liable on the basis that personal benefit was
improperly received by him. Indemnification in connection with a proceeding by
or in the right of the company is limited to reasonable expenses incurred in
connection with the proceeding.

         The Georgia Code further provides that a company shall not indemnify
an officer or director unless authorized in the specific case upon a
determination that indemnification of the director or officer is permissible in
the circumstances because he has met the applicable standard of conduct set
forth above and prescribes the persons who may make such determination.

         To the extent that a director or officer has been successful, on the
merits or otherwise, in defense of any proceeding to which he was a party or in
defense of any claim, issue or matter therein, he shall be indemnified against
reasonable expenses (including attorneys' fees) incurred by him in connection
therewith. The Company shall pay for the reasonable expenses incurred by a
director or officer who is a party to a proceeding in advance of the final
disposition of the proceeding if the director or officer furnishes the Company
notice as required under that director's or officer's indemnification
agreement, if one exists, a written affirmation of his good faith belief that
he has met the standard of conduct set forth above, and the director or officer
furnishes the Company a written undertaking, executed personally or on his
behalf, to repay any advances if it is ultimately determined that he is not
entitled to indemnification by the Company as authorized in Article 8.10 of the
Company's Bylaws.

         The Company has entered into agreements dated March 4, 1994 with E.
Neal Tompkins and Charles H. Phipps, directors of the Company, which obligate
the Company to indemnify each such director to the fullest extent permitted by
Georgia law if such director acted in a manner he believed in good faith to be
in or not opposed to the best interests of the Company, or in any criminal
action, if such director had no reasonable cause to believe his conduct giving
rise to such action was unlawful (the "Indemnification Agreements"). The right
to indemnification under the Indemnification Agreements is in addition to, and
not in lieu of, any other rights to indemnification such directors may have.
Pursuant to the terms of the Indemnification Agreements, for the purposes of
pursuing his rights to indemnification, the director must submit a sworn
statement of a request for indemnification to the Company and shall present to
the Company reasonable evidence of all expenses for which payment is requested.

         The Company maintains insurance for its directors and officers of
$10,000,000.

Item 7.  Exemption from Registration Claimed.

         Inapplicable.

                                       3
5

Item 8.  Exhibits.
Exhibit
         Number            Description
         ------            -----------
4                 T/R Systems, Inc. 1999 Stock Option Plan

         5                 Opinion of Jones, Day, Reavis & Pogue re: legality

         23.1              Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5)

         23.2              Consent of Deloitte & Touche LLP, independent auditors

         24                Power of Attorney (included in the signature page)
Item 9.  Undertakings.

         (a)      The undersigned registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment
                           to this registration statement:

                                    (i)      to include any prospectus required
                           by Section 10(a)(3) of the Securities Act
                           of 1933;

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

                                    (iii)    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;

                  provided, however, that sub-paragraphs (a)(1)(i) and
                  (a)(1)(ii) do not apply if the registration statement is on
                  Form S-3 or Form S-8, and the information required to be
                  included in a post-effective amendment by those paragraphs is
                  contained in periodic reports filed by the registrant
                  pursuant to Section 13 or Section 15(d) of the Securities
                  Exchange Act of 1934 that are incorporated by reference in
                  the registration statement.

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

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

         (b)      The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act of 1933, each filing of the registrant's annual report
                  pursuant to Section 13(a) or Section 15(d) of the Securities
                  Exchange Act of 1934 (and, where applicable, each filing of
                  an employee benefit plan's annual report pursuant to Section
                  15(d) of the Securities Exchange Act of 1934) 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.

                                       4
6

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 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 of 1933 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 of 1933 and will be governed by the
                  final adjudication of such issue.

                                       5
7

                                   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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on the 11 day of
May, 2000.

                               T/R SYSTEMS, INC.

                               By: /s/ Michael E. Kohlsdorf
                                 ----------------------------------------------
                                  Michael E. Kohlsdorf
                                  President and Chief Executive Officer

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, Michael E. Kohlsdorf and Lyle W.
Newkirk, jointly and severally, each in his own capacity, his true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other 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 or necessary to be done 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 each of said
attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
Signature                                        Title                                       Date
       ---------                                        -----                                       ----
/s/ Michael E. Kohlsdorf                President and Chief Executive Officer
-----------------------------------          (Principal Executive Officer)                     May 11, 2000
Michael E. Kohlsdorf
                                             Vice President, Chief Financial Officer,
 /s/ Lyle W. Newkirk                     Secretary and Treasurer (Principal Financial
------------------------------------         and Accounting Officer)                           May 11, 2000
Lyle W. Newkirk

/s/ Charles H. Phipps
------------------------------------                  Director                                 May 11, 2000
Charles H. Phipps

------------------------------------                  Director
C. Harold Gaffin
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Signature                                        Title                                       Date
       ---------                                        -----                                       ----
/s/ Philip T. Gianos
------------------------------------                  Director                                 May 11, 2000
Philip T. Gianos

/s/ Kevin J. McGarity
------------------------------------                  Director                                 May 11, 2000
Kevin J. McGarity

/s/ Peter S. Sealey
------------------------------------                  Director                                 May 5, 2000
Peter S. Sealey

/s/ E. Neal Tompkins
------------------------------------                  Director                                 May 11, 2000
E. Neal Tompkins
7
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                                 EXHIBIT INDEX
Exhibit
Number                               Description
-------                              -----------
4              T/R Systems, Inc. 1999 Stock Option Plan

5              Opinion of Jones, Day, Reavis & Pogue re: legality

23.1           Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5)

23.2           Consent of Deloitte & Touche, independent public accountants

24             Power of Attorney (included in signature page)
8