<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                                  M~WAVE, INC.
             (Exact Name of Registrant as Specified in its Charter)

                DELAWARE                                     36-3809819
     (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                     Identification No.)

                              475 INDUSTRIAL DRIVE
                          WEST CHICAGO, ILLINOIS 60185
          (Address of principal executive offices, including zip code)


                     M~WAVE, INC. 2003 STOCK INCENTIVE PLAN
        STOCK OPTION AGREEMENT BETWEEN M~WAVE, INC. AND GERALD M. MAYER,
                         DATED AS OF SEPTEMBER 1, 2003
  NONSTATUTORY STOCK OPTION AGREEMENT BETWEEN M-WAVE, INC. AND GERALD M. MAYER,
                         DATED AS OF SEPTEMBER 1, 2003
            AMENDED AND RESTATED M~WAVE, INC. 1992 STOCK OPTION PLAN
                            (Full Title of the Plans)


                                  CARL R. KLEIN
                              FREEBORN & PETERS LLP
                         311 S. WACKER DRIVE, SUITE 3000
                             CHICAGO, ILLINOIS 60606
                                 (312) 360-6000

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


                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                                   PROPOSED MAXIMUM     PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE     AMOUNT TO            OFFERING PRICE       AGGREGATE             AMOUNT OF
       REGISTERED             BE REGISTERED        PER SHARE*           OFFERING PRICE*       REGISTRATION FEE
-------------------------     -------------        ----------------     ----------------      ----------------
<S>                           <C>                  <C>                  <C>                   <C>
Common Stock, par value       1,944,000 SHARES
     $0.005 per share                              $1.15                $2,235,600            $283.25
</TABLE>

* Estimated solely for the purpose of calculating the registration fee
  pursuant to Rule 457(c) under the Securities Act. The proposed maximum
  offering price is based on the average of the high and low prices on the
  Nasdaq SmallCap Market on September 17, 2004.

<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Pursuant to the Securities Act of 1933, as amended, and the regulations
thereunder, the documents containing the information specified in Part I are not
required to be filed with the Securities and Exchange Commission as part of this
Registration Statement and, therefore, are not set forth herein.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents that we have filed with the SEC are
incorporated by reference:

         1.    Our Annual Report on Form 10-K for the fiscal year ended
               December 31, 2003 filed with the SEC on April 8, 2004, and any
               further amendments thereto.

         2.    All other reports that we have filed with the SEC pursuant to
               Section 13(a) or 15(d) of the Securities Exchange Act of 1934
               since the end of our fiscal year ended December 31, 2003.

         3.    The description of our Common Stock contained in our Registration
               Statement on Form SB-2 (Registration No. 333-118639), filed with
               the Securities and Exchange Commission on August 27, 2004,
               including any amendment or report filed for the purpose of
               updating such description.

         All documents that we subsequently file pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act after the effective date of
this Registration Statement and prior to such time as we file a post-effective
amendment to this Registration Statement that indicates that all securities
offered hereby have been sold, or that deregisters all such securities 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.

         ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

         ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

                                       2
<PAGE>

         ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         (a) Section 145 of the General Corporation Law of the State of Delaware
authorizes a court to award or a corporation's board of directors to grant
indemnification to directors and officers in terms that are sufficiently broad
to permit indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act.

         (b) Our Certificate of Incorporation permits, and our Bylaws provide
for, indemnification of directors, officers, employees and agents to the fullest
extent permitted by law.

         (c) We maintain directors' and officers' liability insurance coverage
for our directors and officers. This coverage insures these persons against
certain losses that may be incurred by them in their respective capacities as
directors, officers or employees, with respect to which they may or may not be
indemnified under the provisions of our Certificate of Incorporation or Bylaws.

         ITEM 7.  EXEMPTIONS FROM REGISTRATION CLAIMED.

         Not applicable.

         ITEM 8.  EXHIBITS.

         The following exhibits have been filed with this Registration
Statement:


<Table>
<Caption>
Exhibit No.                      Exhibit
----------                       -------
<S>              <C>
   5             Opinion of Freeborn & Peters LLP

   23.1          Consent of Grant Thornton LLP

   23.2          Consent of Freeborn & Peters LLP (included with Exhibit 5
                 to this document)

   24            Powers of Attorney (included as part of the signature page)
</Table>


         ITEM 9.  UNDERTAKINGS.

         We undertake:

         (a) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                                       3
<PAGE>

                  (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 the Registration Statement (or the most
         recent post-effective amendment thereof) that, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the Registration Statement; and

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

         (b) 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.

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

         (d) that, for purposes of determining any liability under the
Securities Act of 1933, each filing of our 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.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have 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 our payment of expenses incurred or paid by one of
our directors, officers or controlling persons 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, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether our
indemnification is against public policy as expressed in the Securities Act of
1933, as amended, and we will be governed by the final adjudication of such
issue.

                                       4
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, M-Wave,
Inc. 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 West Chicago, Illinois on September 24, 2004

                                  M~WAVE, INC.



                             By: /s/ Gerald M. Mayer
                             -----------------------
                             Gerald M. Mayer
                              Chief Executive Officer

         Each person whose signature appears below appoints Joseph A. Turek and
Paul H. Schmitt, and each of them, as his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
stead, in any 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 other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent 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 duly signed by the following persons in the
capacities indicated on September 24, 2004.


 Signature                       Title
 ---------                       -----

 /s/ Gary Castagna               Director
 /s/ Gerald M. Mayer             Director
 /s/ Joseph A. Turek             Director

 /s/ Jeff Figlewicz              Controller
 ------------------              (Principal Accounting and  Financial Officer)
 (Jeff Figlewicz)



                                       5
<PAGE>
                                  EXHIBIT INDEX


<Table>
<Caption>
Exhibit No.        Exhibit
-----------        -------
<S>                <C>
5                  Opinion of Freeborn & Peters LLP

23.1               Consent of Grant Thornton LLP

23.2               Consent of Freeborn & Peters LLP (included with Exhibit 5 of
                   this document)

24                 Powers of Attorney (included as part of the signature page)
</Table>
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{"company-data": {"conformed-name": "M WAVE INC", "cik": "0000883842", "assigned-sic": "3679", "irs-number": "363809819", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-119269", "film-number": "041045442"}, "business-address": {"street1": "216 EVERGREEN ST", "city": "BENSENVILLE ILLINOIS", "state": "IL", "zip": "60106", "phone": "6308609542"}, "mail-address": {"street1": "475 INDUSTRIAL BLVD", "city": "W CHICAGO", "state": "IL", "zip": "60106"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  M~WAVE, INC.
             (Exact Name of Registrant as Specified in its Charter)

                DELAWARE                                     36-3809819
     (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                     Identification No.)

                              475 INDUSTRIAL DRIVE
                          WEST CHICAGO, ILLINOIS 60185
          (Address of principal executive offices, including zip code)

                     M~WAVE, INC. 2003 STOCK INCENTIVE PLAN
        STOCK OPTION AGREEMENT BETWEEN M~WAVE, INC. AND GERALD M. MAYER,
                         DATED AS OF SEPTEMBER 1, 2003
  NONSTATUTORY STOCK OPTION AGREEMENT BETWEEN M-WAVE, INC. AND GERALD M. MAYER,
                         DATED AS OF SEPTEMBER 1, 2003
            AMENDED AND RESTATED M~WAVE, INC. 1992 STOCK OPTION PLAN
                            (Full Title of the Plans)

                                  CARL R. KLEIN
                              FREEBORN & PETERS LLP
                         311 S. WACKER DRIVE, SUITE 3000
                             CHICAGO, ILLINOIS 60606
                                 (312) 360-6000

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

                         CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM     PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE     AMOUNT TO            OFFERING PRICE       AGGREGATE             AMOUNT OF
       REGISTERED             BE REGISTERED        PER SHARE*           OFFERING PRICE*       REGISTRATION FEE
-------------------------     -------------        ----------------     ----------------      ----------------
Common Stock, par value       1,944,000 SHARES
     $0.005 per share                              $1.15                $2,235,600            $283.25
* Estimated solely for the purpose of calculating the registration fee
  pursuant to Rule 457(c) under the Securities Act. The proposed maximum
  offering price is based on the average of the high and low prices on the
  Nasdaq SmallCap Market on September 17, 2004.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Pursuant to the Securities Act of 1933, as amended, and the regulations
thereunder, the documents containing the information specified in Part I are not
required to be filed with the Securities and Exchange Commission as part of this
Registration Statement and, therefore, are not set forth herein.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents that we have filed with the SEC are
incorporated by reference:

         1.    Our Annual Report on Form 10-K for the fiscal year ended
               December 31, 2003 filed with the SEC on April 8, 2004, and any
               further amendments thereto.

         2.    All other reports that we have filed with the SEC pursuant to
               Section 13(a) or 15(d) of the Securities Exchange Act of 1934
               since the end of our fiscal year ended December 31, 2003.

         3.    The description of our Common Stock contained in our Registration
               Statement on Form SB-2 (Registration No. 333-118639), filed with
               the Securities and Exchange Commission on August 27, 2004,
               including any amendment or report filed for the purpose of
               updating such description.

         All documents that we subsequently file pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act after the effective date of
this Registration Statement and prior to such time as we file a post-effective
amendment to this Registration Statement that indicates that all securities
offered hereby have been sold, or that deregisters all such securities 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.

         ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

         ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

                                       2
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         (a) Section 145 of the General Corporation Law of the State of Delaware
authorizes a court to award or a corporation's board of directors to grant
indemnification to directors and officers in terms that are sufficiently broad
to permit indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act.

         (b) Our Certificate of Incorporation permits, and our Bylaws provide
for, indemnification of directors, officers, employees and agents to the fullest
extent permitted by law.

         (c) We maintain directors' and officers' liability insurance coverage
for our directors and officers. This coverage insures these persons against
certain losses that may be incurred by them in their respective capacities as
directors, officers or employees, with respect to which they may or may not be
indemnified under the provisions of our Certificate of Incorporation or Bylaws.

         ITEM 7.  EXEMPTIONS FROM REGISTRATION CLAIMED.

         Not applicable.

         ITEM 8.  EXHIBITS.

         The following exhibits have been filed with this Registration
Statement:
Exhibit No.                      Exhibit
----------                       -------
5             Opinion of Freeborn & Peters LLP

   23.1          Consent of Grant Thornton LLP

   23.2          Consent of Freeborn & Peters LLP (included with Exhibit 5
                 to this document)

   24            Powers of Attorney (included as part of the signature page)
ITEM 9.  UNDERTAKINGS.

         We undertake:

         (a) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                                       3
(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 the Registration Statement (or the most
         recent post-effective amendment thereof) that, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the Registration Statement; and

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

         (b) 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.

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

         (d) that, for purposes of determining any liability under the
Securities Act of 1933, each filing of our 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.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have 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 our payment of expenses incurred or paid by one of
our directors, officers or controlling persons 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, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether our
indemnification is against public policy as expressed in the Securities Act of
1933, as amended, and we will be governed by the final adjudication of such
issue.

                                       4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, M-Wave,
Inc. 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 West Chicago, Illinois on September 24, 2004

                                  M~WAVE, INC.

                             By: /s/ Gerald M. Mayer
                             -----------------------
                             Gerald M. Mayer
                              Chief Executive Officer

         Each person whose signature appears below appoints Joseph A. Turek and
Paul H. Schmitt, and each of them, as his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
stead, in any 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 other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent 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 duly signed by the following persons in the
capacities indicated on September 24, 2004.

 Signature                       Title
 ---------                       -----

 /s/ Gary Castagna               Director
 /s/ Gerald M. Mayer             Director
 /s/ Joseph A. Turek             Director

 /s/ Jeff Figlewicz              Controller
 ------------------              (Principal Accounting and  Financial Officer)
 (Jeff Figlewicz)

                                       5
EXHIBIT INDEX
Exhibit No.        Exhibit
-----------        -------
5                  Opinion of Freeborn & Peters LLP

23.1               Consent of Grant Thornton LLP

23.2               Consent of Freeborn & Peters LLP (included with Exhibit 5 of
                   this document)

24                 Powers of Attorney (included as part of the signature page)