<PAGE>   1
As filed with the Securities and Exchange Commission on October 11, 1996
                                                       Registration No. 33-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

                               SUCCESSORIES, INC.
             (Exact Name of Registrant as Specified in its Charter)

            ILLINOIS                                            36-3760230
(State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                           Identification Number)


                  919 SPRINGER DRIVE, LOMBARD, ILLINOIS  60148
   (Address, including Zip Code, of Registrant's Principal Executive Offices)

                      SUCCESSORIES, INC. STOCK OPTION PLAN
                            (Full Title of the Plan)

                               TIMOTHY C. DILLON
                               Successories, Inc.
                               919 Springer Drive
                            Lombard, Illinois  60148
                                 (708) 953-8440
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:

Guy E. Snyder                                C. Richard Farmer
Vedder, Price, Kaufman & Kammholz            Carroll, Hartigan, Farmer, Cerney
222 North LaSalle Street                       & McGillen, Ltd.
Suite 2600                                   30 North LaSalle Street, Suite 1200
Chicago, Illinois  60601                     Chicago, Illinois  60602


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                      Amount                Proposed maximum        Proposed maximum
Title of securities   to be                  offering price            aggregate               Amount of
to be registered      registered(1)(2)       per share(3)(4)      offering price(3)(4)     registration fee
-----------------------------------------------------------------------------------------------------------
<S>                   <C>                <C>                   <C>                      <C>
Common Share,
$.01 par value        500,000            $5.438                 $2,719,000              $924.46

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

</TABLE>

(1)      Represents maximum number of shares of Common Stock of Successories,
         Inc., that may be issued hereunder.

(2)      Together with an indeterminate number of additional shares which may
         be necessary to adjust the number of shares reserved for issuance
         pursuant to the Plan as a result of any future stock split, stock
         dividend or similar adjustment of the outstanding Common Shares of the
         Company.  In addition, pursuant to Rule 416(c) under the Securities
         Act of 1933, this Registration Statement also covers an indeterminate
         amount of interests to be offered or sold pursuant to the Stock Option
         Plan described herein.

(3)      Estimated pursuant to Rule 457(h) solely for the purpose of
         calculating the registration fee.

(4)      The registration fee is calculated upon the basis of the average high
         and low prices of the Common Stock as reported on the National
         Association of Securities Dealers, Inc. Automatic Quotation National
         Market System on October 9, 1996.





<PAGE>   2
         There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission"):

         1.      Registration Statement on Form S-8, file No. 33-77464 filed by
                 the Company on April 7, 1994, relating to the Company's Stock
                 Option Plan;

         2.      The Company's Annual Report on Form 10-K for the period ended
                 February 3, 1996;

         3.      The Company's Quarterly Reports on Form 10-Q for the quarters
                 ended May 4, 1996 and August 3, 1996; and

         4.      All documents filed by the Company pursuant to Sections 13(a),
                 13(c), 14 and 15(d) of the Exchange Act after the date of this
                 Registration Statement and prior to the filing of a
                 post-effective amendment which indicates that all securities
                 offered 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 of such documents.

                                    EXHIBITS

         The following exhibits are attached as part of this Registration
Statement:


Exhibit
Number
------

 4.1     Successories, Inc. Stock Option Plan (filed herewith)

 5.1     Opinion of Carroll, Hartigan, Farmer, Cerney & McGillen, Ltd. (filed 
         herewith)

23.1     Consent of Price Waterhouse LLP (filed herewith)

23.2     Consent of Counsel (contained in Exhibit 5.1)

24.1     Power of Attorney (included on signature page)




                                      2
<PAGE>   3
                                   SIGNATURES

        The Registrant.  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 Village of Lombard, State of Illinois, on
October 9, 1996.

                              SUCCESSORIES, INC.
                              
                              
                              By: /s/ Arnold M. Anderson                     
                                  -------------------------------------------
                                  Arnold M. Anderson, Chief Executive Officer


                              POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Timothy C. Dillon and James M.
Beltrame, or any of them each with power to act without the other, as his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all subsequent pre- and post-effective amendments
and supplements to this Registration Statement, and to file the same, or cause
to be filed the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto each said attorney-in-fact and agent full power to do and perform each and
every act and thing requisite and 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 any 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 signed by the following persons in the
capacities and on the dates indicated.


NAME AND CAPACITY                                            DATE
-----------------                                            ----
                                              
/s/ Arnold M. Anderson                                       October 9, 1996
------------------------------------                                        
Arnold M. Anderson,                             
Chief Executive Officer,                        
Chairman of the Board and Director              
(Principal Executive Officer)                   
                                                
/s/ James M. Beltrame                                        October 9, 1996
------------------------------------                                        
James M. Beltrame, President, Chief             
Operating Officer and Director                  
                                                
/s/ Seamas T. Coyle                                          October 9, 1996
------------------------------------                                        
Seamas T. Coyle, Director                       
                                                
/s/ Timothy C. Dillon                                        October 9, 1996
------------------------------------                                        
Timothy C. Dillon, Vice President               
and Director                                  


                                      3
<PAGE>   4
                                                                

/s/ M. Andrew King                                           October 9, 1996
--------------------------------------------                                
M. Andrew King, Chief Financial Officer                      
(Principal Financial and Accounting Officer)                 
                                                             
/s/ Joseph LaBonte                                           October 9, 1996
--------------------------------------------                                
Joseph LaBonte, Director                                     
                                                             
/s/ Steven B. Larrick                                        October 9, 1996
--------------------------------------------                                
Steven B. Larrick, Director                                  
                                                             
/s/ Michael H. McKee                                         October 9, 1996
--------------------------------------------                                
Michael H. McKee, Senior Vice President,                     
Creative Director and Director                               
                                                             
/s/ Mervyn C. Phillips, Jr.                                  October 9, 1996
--------------------------------------------                                
Mervyn C. Phillips, Jr., Director                            
                                                             
/s/ Michael Singletary                                       October 9, 1996
--------------------------------------------                                
Michael Singletary, Director                                 
                                                             
/s/ Guy E. Snyder                                            October 9, 1996
--------------------------------------------                                   
Guy E. Snyder, Director




                                      4
<PAGE>   5
        The Plan.  Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this registration statement to be signed by the undersigned
thereunto duly authorized in the Village of Lombard, State of Illinois, on
October 9, 1996.

                                      SUCCESSORIES, INC. STOCK OPTION PLAN
                                      
                                      
                                      By:  /s/ Steven B. Larrick            
                                         -----------------------------------
                                      Steven B. Larrick
                                      Member of the Board of Directors that 
                                      administers the Plan
                                      
                                      
                                      By:  /s/ Mervyn C. Phillips, Jr.      
                                         -----------------------------------
                                      Mervyn C. Phillips, Jr.
                                      Member of the Board of Directors that 
                                      administers the Plan
                                      
                                      
                                      By:  /s/ Michael Singletary           
                                         -----------------------------------
                                      Michael Singletary
                                      Member of the Board of Directors that 
                                      administers the Plan
                                      



                                      5
<PAGE>   6
                               INDEX TO EXHIBITS
<TABLE>
<CAPTION>
                                                                    SEQUENTAIL
EXHIBIT NO.                    DESCRIPTION                           PAGE NO.
                                                                     
 <S>     <C>                                                           <C>
  4.1    Successories, Inc. Stock Option Plan (filed herewith)           7
                                                                     
  5.1    Opinion of Carroll, Hartigan, Farmer, Cerney & McGillen,       19
         Ltd. (filed herewith)                                          
 
 23.1    Consent of Price Waterhouse LLP (filed herewith)               21

 23.2    Consent of Counsel (contained in Exhibit 5.1)                    
                                                                          
 24.1    Power of Attorney (included on signature page)                   

</TABLE>                                                                    




                                      6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 14195}]
{"company-data": {"conformed-name": "CELEX GROUP INC", "cik": "0000911323", "assigned-sic": "2750", "irs-number": "363760230", "state-of-incorporation": "IL", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14047", "film-number": "96642843"}, "business-address": {"street1": "919 SPRINGER DR", "city": "LOMBARD", "state": "IL", "zip": "60148", "phone": "7089538440"}, "mail-address": {"street1": "919 SPRINGER DRIVE", "city": "LOMBARD", "state": "IL", "zip": "60148"}}
1
As filed with the Securities and Exchange Commission on October 11, 1996
                                                       Registration No. 33-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

                               SUCCESSORIES, INC.
             (Exact Name of Registrant as Specified in its Charter)

            ILLINOIS                                            36-3760230
(State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                           Identification Number)

                  919 SPRINGER DRIVE, LOMBARD, ILLINOIS  60148
   (Address, including Zip Code, of Registrant's Principal Executive Offices)

                      SUCCESSORIES, INC. STOCK OPTION PLAN
                            (Full Title of the Plan)

                               TIMOTHY C. DILLON
                               Successories, Inc.
                               919 Springer Drive
                            Lombard, Illinois  60148
                                 (708) 953-8440
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:

Guy E. Snyder                                C. Richard Farmer
Vedder, Price, Kaufman & Kammholz            Carroll, Hartigan, Farmer, Cerney
222 North LaSalle Street                       & McGillen, Ltd.
Suite 2600                                   30 North LaSalle Street, Suite 1200
Chicago, Illinois  60601                     Chicago, Illinois  60602

                        CALCULATION OF REGISTRATION FEE
Amount                Proposed maximum        Proposed maximum
Title of securities   to be                  offering price            aggregate               Amount of
to be registered      registered(1)(2)       per share(3)(4)      offering price(3)(4)     registration fee
-----------------------------------------------------------------------------------------------------------
Common Share,
$.01 par value        500,000            $5.438                 $2,719,000              $924.46

-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
(1)      Represents maximum number of shares of Common Stock of Successories,
         Inc., that may be issued hereunder.

(2)      Together with an indeterminate number of additional shares which may
         be necessary to adjust the number of shares reserved for issuance
         pursuant to the Plan as a result of any future stock split, stock
         dividend or similar adjustment of the outstanding Common Shares of the
         Company.  In addition, pursuant to Rule 416(c) under the Securities
         Act of 1933, this Registration Statement also covers an indeterminate
         amount of interests to be offered or sold pursuant to the Stock Option
         Plan described herein.

(3)      Estimated pursuant to Rule 457(h) solely for the purpose of
         calculating the registration fee.

(4)      The registration fee is calculated upon the basis of the average high
         and low prices of the Common Stock as reported on the National
         Association of Securities Dealers, Inc. Automatic Quotation National
         Market System on October 9, 1996.
2
         There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission"):

         1.      Registration Statement on Form S-8, file No. 33-77464 filed by
                 the Company on April 7, 1994, relating to the Company's Stock
                 Option Plan;

         2.      The Company's Annual Report on Form 10-K for the period ended
                 February 3, 1996;

         3.      The Company's Quarterly Reports on Form 10-Q for the quarters
                 ended May 4, 1996 and August 3, 1996; and

         4.      All documents filed by the Company pursuant to Sections 13(a),
                 13(c), 14 and 15(d) of the Exchange Act after the date of this
                 Registration Statement and prior to the filing of a
                 post-effective amendment which indicates that all securities
                 offered 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 of such documents.

                                    EXHIBITS

         The following exhibits are attached as part of this Registration
Statement:

Exhibit
Number
------

 4.1     Successories, Inc. Stock Option Plan (filed herewith)

 5.1     Opinion of Carroll, Hartigan, Farmer, Cerney & McGillen, Ltd. (filed 
         herewith)

23.1     Consent of Price Waterhouse LLP (filed herewith)

23.2     Consent of Counsel (contained in Exhibit 5.1)

24.1     Power of Attorney (included on signature page)

                                      2
3
                                   SIGNATURES

        The Registrant.  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 Village of Lombard, State of Illinois, on
October 9, 1996.

                              SUCCESSORIES, INC.
                              
                              
                              By: /s/ Arnold M. Anderson                     
                                  -------------------------------------------
                                  Arnold M. Anderson, Chief Executive Officer

                              POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Timothy C. Dillon and James M.
Beltrame, or any of them each with power to act without the other, as his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all subsequent pre- and post-effective amendments
and supplements to this Registration Statement, and to file the same, or cause
to be filed the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto each said attorney-in-fact and agent full power to do and perform each and
every act and thing requisite and 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 any 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 signed by the following persons in the
capacities and on the dates indicated.

NAME AND CAPACITY                                            DATE
-----------------                                            ----
                                              
/s/ Arnold M. Anderson                                       October 9, 1996
------------------------------------                                        
Arnold M. Anderson,                             
Chief Executive Officer,                        
Chairman of the Board and Director              
(Principal Executive Officer)                   
                                                
/s/ James M. Beltrame                                        October 9, 1996
------------------------------------                                        
James M. Beltrame, President, Chief             
Operating Officer and Director                  
                                                
/s/ Seamas T. Coyle                                          October 9, 1996
------------------------------------                                        
Seamas T. Coyle, Director                       
                                                
/s/ Timothy C. Dillon                                        October 9, 1996
------------------------------------                                        
Timothy C. Dillon, Vice President               
and Director                                  

                                      3
4
                                                                

/s/ M. Andrew King                                           October 9, 1996
--------------------------------------------                                
M. Andrew King, Chief Financial Officer                      
(Principal Financial and Accounting Officer)                 
                                                             
/s/ Joseph LaBonte                                           October 9, 1996
--------------------------------------------                                
Joseph LaBonte, Director                                     
                                                             
/s/ Steven B. Larrick                                        October 9, 1996
--------------------------------------------                                
Steven B. Larrick, Director                                  
                                                             
/s/ Michael H. McKee                                         October 9, 1996
--------------------------------------------                                
Michael H. McKee, Senior Vice President,                     
Creative Director and Director                               
                                                             
/s/ Mervyn C. Phillips, Jr.                                  October 9, 1996
--------------------------------------------                                
Mervyn C. Phillips, Jr., Director                            
                                                             
/s/ Michael Singletary                                       October 9, 1996
--------------------------------------------                                
Michael Singletary, Director                                 
                                                             
/s/ Guy E. Snyder                                            October 9, 1996
--------------------------------------------                                   
Guy E. Snyder, Director

                                      4
5
        The Plan.  Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this registration statement to be signed by the undersigned
thereunto duly authorized in the Village of Lombard, State of Illinois, on
October 9, 1996.

                                      SUCCESSORIES, INC. STOCK OPTION PLAN
                                      
                                      
                                      By:  /s/ Steven B. Larrick            
                                         -----------------------------------
                                      Steven B. Larrick
                                      Member of the Board of Directors that 
                                      administers the Plan
                                      
                                      
                                      By:  /s/ Mervyn C. Phillips, Jr.      
                                         -----------------------------------
                                      Mervyn C. Phillips, Jr.
                                      Member of the Board of Directors that 
                                      administers the Plan
                                      
                                      
                                      By:  /s/ Michael Singletary           
                                         -----------------------------------
                                      Michael Singletary
                                      Member of the Board of Directors that 
                                      administers the Plan
                                      

                                      5
6
                               INDEX TO EXHIBITS
SEQUENTAIL
EXHIBIT NO.                    DESCRIPTION                           PAGE NO.
4.1    Successories, Inc. Stock Option Plan (filed herewith)           7
                                                                     
  5.1    Opinion of Carroll, Hartigan, Farmer, Cerney & McGillen,       19
         Ltd. (filed herewith)                                          
 
 23.1    Consent of Price Waterhouse LLP (filed herewith)               21

 23.2    Consent of Counsel (contained in Exhibit 5.1)                    
                                                                          
 24.1    Power of Attorney (included on signature page)
6