<PAGE>   1


    As filed with the Securities and Exchange Commission on November 5, 1997.

                                                     Registration No. 333-____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                                  OMTOOL, LTD.
             (Exact Name of Registrant as Specified in Its Charter)


              Delaware                              02-0447481
    (State or Other Jurisdiction                 (I.R.S. Employer
  of Incorporation or Organization)             Identification No.)


                                8 Industrial Way
                           Salem, New Hampshire 03079
               (Address of Principal Executive Offices) (Zip Code)

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

                             1996 Stock Option Plan
                                 1997 Stock Plan
                        1997 Employee Stock Purchase Plan
                            (Full Title of the Plans)

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

                                 Robert L. Voelk
                             Chief Executive Officer
                                  Omtool, Ltd.
                                8 Industrial Way
                           Salem, New Hampshire 03079
                                 (603) 898-8900
           (Name and Address Including Zip Code and Telephone Number,
                   Including Area Code, of Agent for Service)

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

                                    Copy to:

                              John A. Meltaus, Esq.
                         Testa, Hurwitz & Thibeault, LLP
                       High Street Tower, 125 High Street
                           Boston, Massachusetts 02110
                                 (617) 248-7000

     Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.

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



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


<PAGE>   2


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==============================================================================================================
                                                              Proposed          Proposed
                                                              Maximum            Maximum
          Title of                          Amount            Offering          Aggregate        Amount of
        Securities to                        to be           Price Per           Offering      Registration
        be Registered                     Registered           Share              Price             Fee
--------------------------------------------------------------------------------------------------------------
<S>                                   <C>                    <C>             <C>                 <C>      
1996 STOCK OPTION PLAN
Common Stock (Par Value $.01)            888,837 shares      $   0.25(1)     $   222,209.25      $   67.34
                                         246,200 shares      $   1.85(1)     $   455,470.00      $  138.03
                                          20,250 shares      $   5.50(1)     $   111,375.00      $   33.75
                                           3,000 shares      $   6.50(1)     $    19,500.00      $    5.91
                                           4,500 shares      $   6.75(1)     $    30,375.00      $    9.21
                                           3,000 shares      $   7.25(1)     $    21,750.00      $    6.60
                                             500 shares      $   7.50(1)     $     3,750.00      $    1.14
                                           1,500 shares      $   7.75(1)     $    11,625.00      $    3.53
                                          18,700 shares      $   8.00(1)     $   149,600.00      $   45.34
                                          56,200 shares      $   8.25(1)     $   463,650.00      $  140.50
                                          15,000 shares      $   8.50(1)     $   127,500.00      $   38.64
                                          22,000 shares      $   9.00(1)     $   198,000.00      $   60.00

1997 STOCK PLAN
Common Stock (Par Value $.01)            16,000 shares       $12.1250(1)     $   194,000.00      $   58.79
                                         50,500 shares       $11.0000(1)     $   555,500.00      $  168.34
                                      1,733,500 shares       $12.0625(2)     $20,910,343.75      $6,336.47

1997 EMPLOYEE STOCK PURCHASE PLAN
Common Stock (Par Value $.01)           200,000 shares        12.0625(2)     $ 2,412,500.00      $  731.07
                                                                                                 ---------

         TOTAL:                       3,279,687 shares                       $25,887,148.00      $7,844.66
                                                                                                 ---------
==============================================================================================================
</TABLE>

------
(1)  Such shares are issuable upon exercise of outstanding options with fixed
     exercise prices. Pursuant to Rule 457(h), the aggregate offering price and
     the fee have been calculated upon the basis of the price at which such
     options may be exercised.

(2)  The price of $12.0625 per share, which is the average of the high and low
     prices of the common stock of the registrant reported on the Nasdaq
     National Market on October 30, 1997, is set forth solely for purposes of
     calculating the filing fee pursuant to Rule 457(c) and (h).


<PAGE>   3


                                       -3-


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.   PLAN INFORMATION.

         The documents containing the information specified in this Item 1 will
be sent or given to employees, directors or others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission") and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

Item 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The documents containing the information specified in this Item 2 will
be sent or given to employees as specified by Rule 428(b)(1). In accordance with
the rules and regulations of the Commission and the instructions to Form S-8,
such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Commission are incorporated by
reference in this Registration Statement:

         (a)     Registrant's Prospectus dated and filed August 8, 1997 pursuant
                 to Rule 424(b)(4) of the Securities Act of 1933, as amended
                 (the "Securities Act"), in Registration Statement No.
                 333-29397 on Form S-1, as amended (the "S-1"); and

         (b)     The section entitled "Description of Registrant's Securities to
                 be Registered," contained in the Registrant's Registration
                 Statement on Form 8-A, filed on July 22, 1997 pursuant to
                 Section 12(g) of the Securities Exchange Act of 1934, as
                 amended (the "Exchange Act");

         All documents subsequently filed with the Commission by the Registrant
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 herein 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 a part hereof from the date of filing of such documents.



<PAGE>   4
                                      -4-

Item 4.   DESCRIPTION OF SECURITIES.

         Not applicable.

Item 5.   INTEREST OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Delaware General Corporation Law and the Registrant's Restated
Certificate of Incorporation and By-Laws provide for indemnification of the
Registrant's directors and officers for liabilities and expenses that they may
incur in such capacities. In general, directors and officers are indemnified
with respect to actions taken in good faith in a manner reasonably believed to
be in, or not opposed to, the best interests of the Registrant, and with respect
to any criminal action or proceeding, actions that the indemnitee had no
reasonable cause to believe were unlawful. Reference is made to the Registrant's
Form of Amended and Restated Certificate of Incorporation and Form of Amended
and Restated By-Laws filed as Exhibits 3.3 and 3.5 to the Registrant's S-1.

          The Underwriting Agreement provides that the Underwriters are
obligated, under certain circumstances, to indemnify directors, officers and
controlling persons of the Registrant against certain liabilities, including
liabilities under the Securities Act. Reference is made to the Form of
Underwriting Agreement filed as Exhibit 1.1 to the Registrant's S-1.

          The Registrant has entered into separate indemnification agreements
with each of its directors and executive officers, whereby the Registrant
agreed, among other things, (i) to indemnify them to the fullest extent
permitted by the Delaware General Corporation Law, subject to specified
limitations, against certain liabilities actually and reasonably incurred by
them in any proceeding in which they are a party that may arise by reason of
their status as directors, officers, employees or agents or may arise by reason
of their serving as such at the request of the Registrant for another entity and
(ii) to advance their expenses incurred as a result of any proceeding against
them as to which they could be indemnified. Reference is made to the Form of
Indemnification Agreement filed as Exhibit 4.2 to the Registrant's S-1.

          The Registrant has obtained directors and officers liability insurance
for the benefit of its directors and certain of its officers.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

Item 8.   EXHIBITS.

         Exhibit No.              Description of Exhibit
         -----------              ----------------------

         Exhibit 5.1              Opinion of Testa, Hurwitz & Thibeault, LLP 
                                  (filed herewith).

<PAGE>   5
                                      -5-


         Exhibit 23.1             Consent of Testa, Hurwitz & Thibeault, LLP 
                                  (contained in Exhibit 5.1).

         Exhibit 23.2             Consent of Arthur Andersen LLP (filed 
                                  herewith).

         Exhibit 24.1             Power of Attorney (included as part of the 
                                  signature page to this Registration 
                                  Statement).

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.
                                  Notwithstanding the foregoing, any increase or
                                  decrease in the amount of securities offered
                                  (if the total dollar value of securities
                                  offered would not exceed that which was
                                  registered) and any deviation from the low or
                                  high end of the estimated maximum offering
                                  range may be reflected in the form of
                                  prospectus filed with the Commission pursuant
                                  to Rule 424(b) under the Securities Act if, in
                                  the aggregate, the changes in amount and price
                                  represent no more than a 20 percent change in
                                  maximum aggregate offering price set forth in
                                  the "Calculation of the Registration Fee"
                                  table in the effective 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 paragraphs (a)(1)(i) and (a)(1)(ii) do
                 not apply if the information required to be included in a
                 post-effective amendment by those paragraphs is contained in
                 periodic reports filed with or furnished to the Commission 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, 






<PAGE>   6
                                      -6-


                          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.

         (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.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>   7
                                      -7-


                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Omtool, Ltd., certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Salem, State of New Hampshire, on this
5th day of November, 1997.

                                        OMTOOL, LTD.


                                        By: /s/ Robert L. Voelk
                                            ------------------------------------
                                            Robert L. Voelk
                                            Chairman and Chief Executive Officer


                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Omtool, Ltd. hereby
severally constitute and appoint Robert L. Voelk and Darioush Mardan, and each
of them singly, our true and lawful attorneys, with full power to them and each
of them singly, to sign for us in our names in the capacities indicated below,
any amendments to this Registration Statement on Form S-8 (including
post-effective amendments), and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, and generally to do all things in our names and on our behalf in our
capacities as officers and directors to enable Omtool, Ltd. to comply with the
provisions of the Securities Act of 1933, as amended, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and all amendments thereto.

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

<TABLE>
<CAPTION>
          SIGNATURE                          TITLE(S)                   DATE
          ---------                          --------                   ----


<S>                                 <C>                                 <C>    
/s/ Robert L. Voelk                 Chief Executive Officer and         November 5, 1997
-----------------------------           Chairman of the Board of 
Robert L. Voelk                         Directors (Principal 
                                        Executive Officer)


/s/ Martin A. Schultz               President and Director              November 5, 1997
-----------------------------
Martin A. Schultz                                              
</TABLE>



<PAGE>   8
                                      -8-


<TABLE>
<CAPTION>
          SIGNATURE                          TITLE(S)                   DATE
          ---------                          --------                   ----


<S>                                 <C>                                 <C>    
/s/ Darioush Mardan                 Vice President of Finance,          November 5, 1997
-----------------------------           Chief Financial Officer,
Darioush Mardan                         Treasurer and Secretary 
                                        (Principal Financial and
                                        Accounting Officer)


/s/ Richard D. Cramer               Director                            November 5, 1997
-----------------------------
Richard D. Cramer


/s/ Bruce R. Evans                  Director                            November 5, 1997
-----------------------------
Bruce R. Evans


/s/ Anthony J. Mark                 Director                            November 5, 1997
-----------------------------
Anthony J. Mark


/s/ William C. Styslinger, III      Director                            November 5, 1997
-----------------------------
William C. Styslinger, III
</TABLE>




<PAGE>   9



                                  Exhibit Index



  Exhibit No.                 Description of Exhibit
  -----------                 ----------------------

      5.1       Opinion of Testa, Hurwitz & Thibeault, LLP

     23.1       Consent of Testa, Hurwitz & Thibeault, LLP (contained in 
                Exhibit 5.1)

     23.2       Consent of Arthur Andersen LLP

     24.1       Power of Attorney (included as part of the signature page to 
                this Registration Statement)
[{"type": "S-8", "sequence": "1", "description": "OMTOOL, LTD FORM S-8", "secsgml_size_bytes": 22770}]
{"company-data": {"conformed-name": "OMTOOL LTD", "cik": "0001020579", "assigned-sic": "7372", "irs-number": "020447481", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39571", "film-number": "97708393"}, "business-address": {"street1": "8 INDUSTRIAL WAY", "city": "SALEM", "state": "NH", "zip": "03079", "phone": "6038988900"}, "mail-address": {"street1": "8 INDUSTRIAL WAY", "street2": "8 INDUSRTIAL WAY", "city": "SALEM", "state": "NH", "zip": "03079"}}
1

    As filed with the Securities and Exchange Commission on November 5, 1997.

                                                     Registration No. 333-____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                                  OMTOOL, LTD.
             (Exact Name of Registrant as Specified in Its Charter)

              Delaware                              02-0447481
    (State or Other Jurisdiction                 (I.R.S. Employer
  of Incorporation or Organization)             Identification No.)

                                8 Industrial Way
                           Salem, New Hampshire 03079
               (Address of Principal Executive Offices) (Zip Code)

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

                             1996 Stock Option Plan
                                 1997 Stock Plan
                        1997 Employee Stock Purchase Plan
                            (Full Title of the Plans)

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

                                 Robert L. Voelk
                             Chief Executive Officer
                                  Omtool, Ltd.
                                8 Industrial Way
                           Salem, New Hampshire 03079
                                 (603) 898-8900
           (Name and Address Including Zip Code and Telephone Number,
                   Including Area Code, of Agent for Service)

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

                                    Copy to:

                              John A. Meltaus, Esq.
                         Testa, Hurwitz & Thibeault, LLP
                       High Street Tower, 125 High Street
                           Boston, Massachusetts 02110
                                 (617) 248-7000

     Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.

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

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

                         CALCULATION OF REGISTRATION FEE
==============================================================================================================
                                                              Proposed          Proposed
                                                              Maximum            Maximum
          Title of                          Amount            Offering          Aggregate        Amount of
        Securities to                        to be           Price Per           Offering      Registration
        be Registered                     Registered           Share              Price             Fee
--------------------------------------------------------------------------------------------------------------
1996 STOCK OPTION PLAN
Common Stock (Par Value $.01)            888,837 shares      $   0.25(1)     $   222,209.25      $   67.34
                                         246,200 shares      $   1.85(1)     $   455,470.00      $  138.03
                                          20,250 shares      $   5.50(1)     $   111,375.00      $   33.75
                                           3,000 shares      $   6.50(1)     $    19,500.00      $    5.91
                                           4,500 shares      $   6.75(1)     $    30,375.00      $    9.21
                                           3,000 shares      $   7.25(1)     $    21,750.00      $    6.60
                                             500 shares      $   7.50(1)     $     3,750.00      $    1.14
                                           1,500 shares      $   7.75(1)     $    11,625.00      $    3.53
                                          18,700 shares      $   8.00(1)     $   149,600.00      $   45.34
                                          56,200 shares      $   8.25(1)     $   463,650.00      $  140.50
                                          15,000 shares      $   8.50(1)     $   127,500.00      $   38.64
                                          22,000 shares      $   9.00(1)     $   198,000.00      $   60.00

1997 STOCK PLAN
Common Stock (Par Value $.01)            16,000 shares       $12.1250(1)     $   194,000.00      $   58.79
                                         50,500 shares       $11.0000(1)     $   555,500.00      $  168.34
                                      1,733,500 shares       $12.0625(2)     $20,910,343.75      $6,336.47

1997 EMPLOYEE STOCK PURCHASE PLAN
Common Stock (Par Value $.01)           200,000 shares        12.0625(2)     $ 2,412,500.00      $  731.07
                                                                                                 ---------

         TOTAL:                       3,279,687 shares                       $25,887,148.00      $7,844.66
                                                                                                 ---------
==============================================================================================================
------
(1)  Such shares are issuable upon exercise of outstanding options with fixed
     exercise prices. Pursuant to Rule 457(h), the aggregate offering price and
     the fee have been calculated upon the basis of the price at which such
     options may be exercised.

(2)  The price of $12.0625 per share, which is the average of the high and low
     prices of the common stock of the registrant reported on the Nasdaq
     National Market on October 30, 1997, is set forth solely for purposes of
     calculating the filing fee pursuant to Rule 457(c) and (h).
3

                                       -3-

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   PLAN INFORMATION.

         The documents containing the information specified in this Item 1 will
be sent or given to employees, directors or others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission") and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

Item 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The documents containing the information specified in this Item 2 will
be sent or given to employees as specified by Rule 428(b)(1). In accordance with
the rules and regulations of the Commission and the instructions to Form S-8,
such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Commission are incorporated by
reference in this Registration Statement:

         (a)     Registrant's Prospectus dated and filed August 8, 1997 pursuant
                 to Rule 424(b)(4) of the Securities Act of 1933, as amended
                 (the "Securities Act"), in Registration Statement No.
                 333-29397 on Form S-1, as amended (the "S-1"); and

         (b)     The section entitled "Description of Registrant's Securities to
                 be Registered," contained in the Registrant's Registration
                 Statement on Form 8-A, filed on July 22, 1997 pursuant to
                 Section 12(g) of the Securities Exchange Act of 1934, as
                 amended (the "Exchange Act");

         All documents subsequently filed with the Commission by the Registrant
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 herein 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 a part hereof from the date of filing of such documents.
4
                                      -4-

Item 4.   DESCRIPTION OF SECURITIES.

         Not applicable.

Item 5.   INTEREST OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Delaware General Corporation Law and the Registrant's Restated
Certificate of Incorporation and By-Laws provide for indemnification of the
Registrant's directors and officers for liabilities and expenses that they may
incur in such capacities. In general, directors and officers are indemnified
with respect to actions taken in good faith in a manner reasonably believed to
be in, or not opposed to, the best interests of the Registrant, and with respect
to any criminal action or proceeding, actions that the indemnitee had no
reasonable cause to believe were unlawful. Reference is made to the Registrant's
Form of Amended and Restated Certificate of Incorporation and Form of Amended
and Restated By-Laws filed as Exhibits 3.3 and 3.5 to the Registrant's S-1.

          The Underwriting Agreement provides that the Underwriters are
obligated, under certain circumstances, to indemnify directors, officers and
controlling persons of the Registrant against certain liabilities, including
liabilities under the Securities Act. Reference is made to the Form of
Underwriting Agreement filed as Exhibit 1.1 to the Registrant's S-1.

          The Registrant has entered into separate indemnification agreements
with each of its directors and executive officers, whereby the Registrant
agreed, among other things, (i) to indemnify them to the fullest extent
permitted by the Delaware General Corporation Law, subject to specified
limitations, against certain liabilities actually and reasonably incurred by
them in any proceeding in which they are a party that may arise by reason of
their status as directors, officers, employees or agents or may arise by reason
of their serving as such at the request of the Registrant for another entity and
(ii) to advance their expenses incurred as a result of any proceeding against
them as to which they could be indemnified. Reference is made to the Form of
Indemnification Agreement filed as Exhibit 4.2 to the Registrant's S-1.

          The Registrant has obtained directors and officers liability insurance
for the benefit of its directors and certain of its officers.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

Item 8.   EXHIBITS.

         Exhibit No.              Description of Exhibit
         -----------              ----------------------

         Exhibit 5.1              Opinion of Testa, Hurwitz & Thibeault, LLP 
                                  (filed herewith).
5
                                      -5-

         Exhibit 23.1             Consent of Testa, Hurwitz & Thibeault, LLP 
                                  (contained in Exhibit 5.1).

         Exhibit 23.2             Consent of Arthur Andersen LLP (filed 
                                  herewith).

         Exhibit 24.1             Power of Attorney (included as part of the 
                                  signature page to this Registration 
                                  Statement).

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.
                                  Notwithstanding the foregoing, any increase or
                                  decrease in the amount of securities offered
                                  (if the total dollar value of securities
                                  offered would not exceed that which was
                                  registered) and any deviation from the low or
                                  high end of the estimated maximum offering
                                  range may be reflected in the form of
                                  prospectus filed with the Commission pursuant
                                  to Rule 424(b) under the Securities Act if, in
                                  the aggregate, the changes in amount and price
                                  represent no more than a 20 percent change in
                                  maximum aggregate offering price set forth in
                                  the "Calculation of the Registration Fee"
                                  table in the effective 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 paragraphs (a)(1)(i) and (a)(1)(ii) do
                 not apply if the information required to be included in a
                 post-effective amendment by those paragraphs is contained in
                 periodic reports filed with or furnished to the Commission 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,
6
                                      -6-

                          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.

         (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.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
7
                                      -7-

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Omtool, Ltd., certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Salem, State of New Hampshire, on this
5th day of November, 1997.

                                        OMTOOL, LTD.

                                        By: /s/ Robert L. Voelk
                                            ------------------------------------
                                            Robert L. Voelk
                                            Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Omtool, Ltd. hereby
severally constitute and appoint Robert L. Voelk and Darioush Mardan, and each
of them singly, our true and lawful attorneys, with full power to them and each
of them singly, to sign for us in our names in the capacities indicated below,
any amendments to this Registration Statement on Form S-8 (including
post-effective amendments), and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, and generally to do all things in our names and on our behalf in our
capacities as officers and directors to enable Omtool, Ltd. to comply with the
provisions of the Securities Act of 1933, as amended, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and all amendments thereto.

         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.
SIGNATURE                          TITLE(S)                   DATE
          ---------                          --------                   ----
/s/ Robert L. Voelk                 Chief Executive Officer and         November 5, 1997
-----------------------------           Chairman of the Board of 
Robert L. Voelk                         Directors (Principal 
                                        Executive Officer)

/s/ Martin A. Schultz               President and Director              November 5, 1997
-----------------------------
Martin A. Schultz
8
                                      -8-
SIGNATURE                          TITLE(S)                   DATE
          ---------                          --------                   ----
/s/ Darioush Mardan                 Vice President of Finance,          November 5, 1997
-----------------------------           Chief Financial Officer,
Darioush Mardan                         Treasurer and Secretary 
                                        (Principal Financial and
                                        Accounting Officer)

/s/ Richard D. Cramer               Director                            November 5, 1997
-----------------------------
Richard D. Cramer

/s/ Bruce R. Evans                  Director                            November 5, 1997
-----------------------------
Bruce R. Evans

/s/ Anthony J. Mark                 Director                            November 5, 1997
-----------------------------
Anthony J. Mark

/s/ William C. Styslinger, III      Director                            November 5, 1997
-----------------------------
William C. Styslinger, III
9

                                  Exhibit Index

  Exhibit No.                 Description of Exhibit
  -----------                 ----------------------

      5.1       Opinion of Testa, Hurwitz & Thibeault, LLP

     23.1       Consent of Testa, Hurwitz & Thibeault, LLP (contained in 
                Exhibit 5.1)

     23.2       Consent of Arthur Andersen LLP

     24.1       Power of Attorney (included as part of the signature page to 
                this Registration Statement)