<PAGE>   1
  As filed with the Securities and Exchange Commission on September 27, 1999.



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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


                               BRIGHTPOINT, INC.
                               -----------------
             (Exact name of registrant as specified in its charter)

        DELAWARE                                              35-1778566
        ----------------------------------------------------------------
        (State or other jurisdiction                    (I.R.S. Employer
       of incorporation or organization)             Identification No.)

               6402 CORPORATE DRIVE, INDIANAPOLIS, INDIANA 46278
               -------------------------------------------------
              (Address of principal executive offices) (Zip Code)

    1994 STOCK OPTION PLAN, AS AMENDED; 1996 STOCK OPTION PLAN, AS AMENDED;
                    NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN;
              1999 BRIGHTPOINT, INC. EMPLOYEE STOCK PURCHASE PLAN
              ---------------------------------------------------
                            (Full title of the plan)

                           J. MARK HOWELL, PRESIDENT,
                               BRIGHTPOINT, INC.
               6402 CORPORATE DRIVE, INDIANAPOLIS, INDIANA 46278
               -------------------------------------------------
                    (Name and address of agent for service)

                                 (317) 297-6100
                                 --------------
         (Telephone number, including area code, of agent for service)


                                    Copy to:
                            Robert J. Mittman, Esq.
                             Tenzer Greenblatt LLP
                              405 Lexington Avenue
                            New York, New York 10174


THIS REGISTRATION STATEMENT ALSO RELATES TO THE FOLLOWING REGISTRATION
STATEMENTS OF THE REGISTRANT PREVIOUSLY FILED ON FORM S-8: FILE NOS.
33-90986, 333-03535, 333-36823 AND 333-36829


<PAGE>   2


                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                      Proposed Maximum      Proposed Maximum           Amount of
                                                    Amount to be      Aggregate Price     Aggregate Offering        Registration
      Title of Securities to be Registered          Registered         Per Share (1)           Price(1)                  Fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>               <C>                 <C>                      <C>
      Common Stock, par value $.01                    4,300,000
      per share                                     shares(2)(3)        $      5.75         $ 24,725,000            $    6,873.55
-----------------------------------------------------------------------------------------------------------------------------------
      Common Stock, par value $.01                    4,595,346
      per share                                     shares(3)(4)              10.11           46,458,948                   (7)
-----------------------------------------------------------------------------------------------------------------------------------
      Common Stock, par value $.01                    2,357,336
      per share                                     shares(3)(5)               7.38           17,397,140                   (7)
-----------------------------------------------------------------------------------------------------------------------------------
      Common Stock, par value $.01                      613,125
      per share                                     shares(3)(6)               6.98            4,279,613                   (7)
-----------------------------------------------------------------------------------------------------------------------------------
         TOTAL                                                                                                     $     6,873.55
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)   Estimated solely for the purpose of calculating the registration fee.
      Calculated pursuant to Rule 457 under the Securities Act of 1933, as
      amended, based upon as to the outstanding options to purchase shares of
      common stock, the exercise price thereof and as to shares issuable upon
      exercise of options reserved for future issuance, upon the average of the
      high and low sales price of the common stock of Brightpoint, Inc. (the
      "Registrant") reported on the Nasdaq National Market on September 21,
      1999.

(2)   Represents (i) 2,300,000 shares of common stock issuable upon exercise of
      options eligible for grant under the Registrant's 1994 Stock Option Plan,
      as amended, (the "1994 Plan") and (ii) 2,000,000 shares of common stock
      issuable under the Registrant's 1999 Employee Stock Purchase Plan (the
      "1999 Plan").

(3)   Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
      registration statement also covers an indeterminate number of shares of
      the registrant's common stock that may be issued pursuant to the
      anti-dilution provisions of the 1994 Plan, the 1999 Plan, the Registrant's
      1996 Stock Option Plan, as amended, (the "1996 Plan") and the Registrant's
      Non-Employee Director Stock Option Plan (the "BOD Plan").

(4)   Represents (i) 9,170 shares of common stock issuable upon exercise of
      options eligible for grant under the 1994 Plan and (ii) 4,586,176 shares
      of common stock issuable upon exercise of options granted under the 1994
      Plan, all of which shares have previously been registered and, are being
      carried forward from the Registrant's prior registration statements
      (Nos. 33-90986, 333-03535 and 333-36823).


                                       2
<PAGE>   3


(5)   Represents (i) 210,501 shares of common stock issuable upon exercise of
      options eligible for grant under the 1996 Plan and (ii) 2,146,835 shares
      of common stock issuable upon exercise of options granted under the 1996
      Plan, all of which shares have previously been registered and, are being
      carried forward from the Registrant's prior registration statement
     (No. 333-36829).

(6)   Represents (i) 416,375 shares of common stock issuable upon exercise of
      options eligible for grant under the BOD Plan and (ii) 196,750 shares of
      common stock issuable upon exercise of options granted under the BOD Plan,
      all of which shares have previously been registered and, are being carried
      forward from the Registrant's prior registration statements
      (Nos. 33-90986 and 333-03535).

(7)   As noted in notes (4)-(6) above, no fee is due. With respect to the
      Registrant's prior registration statements on Form S-8 (Nos. 33-90986,
      333-03535, 333-36823, 333-36829), the Registrant previously paid aggregate
      registration fees of approximately $40,853.


                                       3
<PAGE>   4


                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item  1. Plan Information.*

Item  2. Registrant Information and Employee Plan Annual Information*


         *Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended, and the Note to Part I of Form
S-8.



                                       4
<PAGE>   5



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:

         (1) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998;

         (2) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999;

         (3) The Registrant's Current Report on Form 8-K dated June 11, 1999;

         (4) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999;

         (5) The description of the Registrant's common stock, par value $.01
per share, contained in the Registrant's Registration Statement on Form 8-A
declared effective April 7, 1994 and any amendments thereto and description of
the attendant Preferred Share Purchase Rights contained in the Registrant's
Registration Statement on Form 8-A dated March 28, 1997 and any amendments
thereto; and

         (6) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
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 a part hereof from the respective date of
filing of such documents. Any statement contained in a document incorporated by
reference herein is modified or superseded for all purposes to the extent that a
statement contained in this Registration Statement or in any other subsequently
filed document which is incorporated by reference modifies or replaces such
statement.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.




                                       5
<PAGE>   6



Item 6. Indemnification of Directors and Officers.

         Sections 145 of the General Corporation Law of the State of Delaware
provides for the indemnification of officers and directors under certain
circumstances against expenses incurred in successfully defending against a
claim and authorizes Delaware corporations to indemnify their officers and
directors under certain circumstances against expenses and liabilities incurred
in legal proceedings involving such persons because of their being or having
been an officer or director.

         Section 102(b) of the Delaware General Corporation Law permits a
corporation, by so providing in its certificate of incorporation, to eliminate
or limit director's liability to the corporation and its stockholders for
monetary damages arising out of certain alleged breaches of their fiduciary
duty. Section 102(b)(7) provides that no such limitation of liability may affect
a director's liability with respect to any of the following: (i) breaches of the
director's duty of loyalty to the corporation or its stockholders; (ii) acts or
omissions not made in good faith or which involve intentional misconduct of
knowing violations of law; (iii) liability for dividends paid or stock
repurchased or redeemed in violation of the Delaware General Corporation Law; or
(iv) any transaction from which the director derived an improper personal
benefit. Section 102(b)(7) does not authorize any limitation on the ability of
the corporation or its stockholders to obtain injunctive relief, specific
performance or other equitable relief against directors.

         Article TENTH of the registrant's Certificate of Incorporation provides
that no director shall be personally liable to the registrant or any of its
stockholders for monetary damages for breach of fiduciary duty as a director
except to the extent such elimination or limitation is prohibited by the
Delaware General Corporation Law. In addition, Article NINTH of the registrant's
Certificate of Incorporation and Article XX of the By-Laws of the registrant
provide in substance that, to the fullest extent permitted by Delaware law, each
director and officer shall be indemnified by the registrant against reasonable
costs and expenses, including attorneys fees, and any liabilities which may be
incurred in connection with any action to which he may be made a party by reason
of having been a director or officer of the registrant. The indemnification
provided by the registrant's By-Laws is not deemed exclusive of or in any way to
limit any other rights which any person seeking indemnification may be entitled.

Item 7. Exemption from Registration Claimed.

        Not applicable.



                                       6
<PAGE>   7



Item 8.  Exhibits.

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

    4.1         Rights Amendment, dated as of February 20, 1997(1)

    4.2         Amendment No. 1 to the Rights Agreement(2)

    5           Opinion of Tenzer Greenblatt LLP

    10.1        1994 Stock Option Plan, as amended June 24, 1999

    10.2        1996 Stock Option Plan, as amended June 24, 1999

    10.3        Non-Employee Director Stock Option Plan(3)

    10.4        1999 Brightpoint, Inc. Employee Stock Purchase Plan(4)

    23.1        Consent of Ernst & Young LLP

    23.2        Consent of Tenzer Greenblatt LLP (included in Exhibit 5)

    24.1        Powers of Attorney (included on Signature Page of this
                Registration Statement)

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

    (1)         Filed as an exhibit to the Registrant's Current Report on Form
                8-K for the event dated February 20, 1997, and incorporated by
                reference thereto.

    (2)         Filed as an exhibit to the Registrant's Annual Report on Form
                10-K for the year ended December 31, 1998, and incorporated
                by reference thereto.

    (3)         Filed as an exhibit to the Registrant's Registration Statement
                on Form S-1 (33-75148) and incorporated by reference thereto.

    (4)         Filed as an appendix to the Registrant's Definitive Proxy
                Statement dated April 15, 1999 filed on Schedule 14A and
                incorporated by reference thereto.




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 prospectus (or the most recent
                 post-effective amendments thereto) 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
                 volume 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 Securities and Exchange Commission
                 (the "Commission") pursuant to Rule 424(b) if, in the
                 aggregate, the changes in volume and prices represent no more
                 than 20 percent change in the maximum aggregate offering price
                 set forth in the "Calculation of Registration Fee" table in the
                 effective 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)(1)(i) and (a)(1)(ii) do not apply if
     the information required to be filed with 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 15(d) of the
     Securities Exchange Act of 1934 that are incorporated by reference in the
     registration statement.



                                       7
<PAGE>   8
              (2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

          (b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

          (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 Act 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 Act and will
be governed by the final adjudication of such issue.


                                       8
<PAGE>   9



                        SIGNATURES AND POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Indianapolis, State of Indiana, on September 27,
1999.

                                BRIGHTPOINT, INC.

                                By: /s/ Robert J. Laikin
                                   -----------------------------
                                   Robert J. Laikin,
                                   Chairman of the Board
                                   and Chief Executive Officer


         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert J. Laikin and J. Mark Howell,
jointly and severally, as his true and lawful attorney-in-fact and agent, each
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each said attorney-in-fact
or agent or substitute lawfully does or causes to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed below by the following
persons in the capacities and on the dates indicated:


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
Signature                            Title                                        Date
-----------------------------------------------------------------------------------------------------
<S>                                  <C>                                          <C>
/s/Robert J. Laikin                  Director, Chairman of the Board and Chief    September 27, 1999
----------------------               Executive Officer (Principal Executive
Robert J. Laikin                     Officer)
-----------------------------------------------------------------------------------------------------
/s/J. Mark Howell                    Director, President and Chief Operating      September 27, 1999
----------------------               Officer
J. Mark Howell
-----------------------------------------------------------------------------------------------------
/s/Phillip A. Bounsall               Executive Vice President, Chief Financial    September 27, 1999
----------------------               Officer (Principal Financial Officer)
Phillip A. Bounsall
-----------------------------------------------------------------------------------------------------
/s/John P. Delaney                   Vice President, Chief Accounting Officer     September 27, 1999
----------------------               (Principal Accounting Officer)
John P. Delaney
-----------------------------------------------------------------------------------------------------
                                     Director                                     September   , 1999
----------------------
John W. Adams
-----------------------------------------------------------------------------------------------------
/s/Robert F. Wagner                  Director                                     September 27, 1999
----------------------
Robert F. Wagner
-----------------------------------------------------------------------------------------------------
/s/Stephen H. Simon                  Director                                     September 27, 1999
----------------------
Stephen H. Simon
-----------------------------------------------------------------------------------------------------
/s/Rollin M. Dick                    Director                                     September 27, 1999
----------------------
Rollin M. Dick
-----------------------------------------------------------------------------------------------------
                                     Director                                     September   , 1999
----------------------
Steven B. Sands
-----------------------------------------------------------------------------------------------------
/s/Todd H. Stuart                    Director                                     September 27, 1999
----------------------
Todd H. Stuart
-----------------------------------------------------------------------------------------------------


</TABLE>



                                       9
<PAGE>   10


                                INDEX TO EXHIBITS



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

    4.1         Rights Amendment, dated as of February 20, 1997(1)

    4.2         Amendment No. 1 to the Rights Agreement(2)

    5           Opinion of Tenzer Greenblatt LLP

    10.1        1994 Stock Option Plan, as amended June 24, 1999

    10.2        1996 Stock Option Plan, as amended June 24, 1999

    10.3        Non-Employee Director Stock Option Plan(3)

    10.4        1999 Brightpoint, Inc. Employee Stock Purchase Plan(4)

    23.1        Consent of Ernst & Young LLP

    23.2        Consent of Tenzer Greenblatt LLP (included in Exhibit 5)

    24.1        Powers of Attorney (included on Signature Page of this
                Registration Statement)

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

    (1)         Filed as an exhibit to the Registrant's Current Report on Form
                8-K for the event dated February 20, 1997, and incorporated by
                reference thereto.

    (2)         Filed as an exhibit to the Registrant's Annual Report on Form
                10-K for the year ended December 31, 1998, and incorporated
                by reference thereto.

    (3)         Filed as an exhibit to the Registrant's Registration Statement
                on Form S-1 (33-75148) and incorporated by reference thereto.

    (4)         Filed as an appendix to the Registrant's Definitive Proxy
                Statement dated April 15, 1999 filed on Schedule 14A and
                incorporated by reference thereto.



                                       10
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25818}]
{"company-data": {"conformed-name": "BRIGHTPOINT INC", "cik": "0000918946", "assigned-sic": "5065", "irs-number": "351778566", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87863", "film-number": "99717791"}, "business-address": {"street1": "6402 CORPORATE DR", "city": "INDIANAPOLIS", "state": "IN", "zip": "46278", "phone": "3172976100"}, "mail-address": {"street1": "6402 CORPORATE DR", "city": "INDIANAPOLIS", "state": "IN", "zip": "46278"}, "former-company": {"former-conformed-name": "WHOLESALE CELLULAR USA INC", "date-changed": "19940211"}}
1
  As filed with the Securities and Exchange Commission on September 27, 1999.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                               BRIGHTPOINT, INC.
                               -----------------
             (Exact name of registrant as specified in its charter)

        DELAWARE                                              35-1778566
        ----------------------------------------------------------------
        (State or other jurisdiction                    (I.R.S. Employer
       of incorporation or organization)             Identification No.)

               6402 CORPORATE DRIVE, INDIANAPOLIS, INDIANA 46278
               -------------------------------------------------
              (Address of principal executive offices) (Zip Code)

    1994 STOCK OPTION PLAN, AS AMENDED; 1996 STOCK OPTION PLAN, AS AMENDED;
                    NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN;
              1999 BRIGHTPOINT, INC. EMPLOYEE STOCK PURCHASE PLAN
              ---------------------------------------------------
                            (Full title of the plan)

                           J. MARK HOWELL, PRESIDENT,
                               BRIGHTPOINT, INC.
               6402 CORPORATE DRIVE, INDIANAPOLIS, INDIANA 46278
               -------------------------------------------------
                    (Name and address of agent for service)

                                 (317) 297-6100
                                 --------------
         (Telephone number, including area code, of agent for service)

                                    Copy to:
                            Robert J. Mittman, Esq.
                             Tenzer Greenblatt LLP
                              405 Lexington Avenue
                            New York, New York 10174

THIS REGISTRATION STATEMENT ALSO RELATES TO THE FOLLOWING REGISTRATION
STATEMENTS OF THE REGISTRANT PREVIOUSLY FILED ON FORM S-8: FILE NOS.
33-90986, 333-03535, 333-36823 AND 333-36829
2

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
                                                                      Proposed Maximum      Proposed Maximum           Amount of
                                                    Amount to be      Aggregate Price     Aggregate Offering        Registration
      Title of Securities to be Registered          Registered         Per Share (1)           Price(1)                  Fee
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01                    4,300,000
      per share                                     shares(2)(3)        $      5.75         $ 24,725,000            $    6,873.55
-----------------------------------------------------------------------------------------------------------------------------------
      Common Stock, par value $.01                    4,595,346
      per share                                     shares(3)(4)              10.11           46,458,948                   (7)
-----------------------------------------------------------------------------------------------------------------------------------
      Common Stock, par value $.01                    2,357,336
      per share                                     shares(3)(5)               7.38           17,397,140                   (7)
-----------------------------------------------------------------------------------------------------------------------------------
      Common Stock, par value $.01                      613,125
      per share                                     shares(3)(6)               6.98            4,279,613                   (7)
-----------------------------------------------------------------------------------------------------------------------------------
         TOTAL                                                                                                     $     6,873.55
-----------------------------------------------------------------------------------------------------------------------------------
(1)   Estimated solely for the purpose of calculating the registration fee.
      Calculated pursuant to Rule 457 under the Securities Act of 1933, as
      amended, based upon as to the outstanding options to purchase shares of
      common stock, the exercise price thereof and as to shares issuable upon
      exercise of options reserved for future issuance, upon the average of the
      high and low sales price of the common stock of Brightpoint, Inc. (the
      "Registrant") reported on the Nasdaq National Market on September 21,
      1999.

(2)   Represents (i) 2,300,000 shares of common stock issuable upon exercise of
      options eligible for grant under the Registrant's 1994 Stock Option Plan,
      as amended, (the "1994 Plan") and (ii) 2,000,000 shares of common stock
      issuable under the Registrant's 1999 Employee Stock Purchase Plan (the
      "1999 Plan").

(3)   Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
      registration statement also covers an indeterminate number of shares of
      the registrant's common stock that may be issued pursuant to the
      anti-dilution provisions of the 1994 Plan, the 1999 Plan, the Registrant's
      1996 Stock Option Plan, as amended, (the "1996 Plan") and the Registrant's
      Non-Employee Director Stock Option Plan (the "BOD Plan").

(4)   Represents (i) 9,170 shares of common stock issuable upon exercise of
      options eligible for grant under the 1994 Plan and (ii) 4,586,176 shares
      of common stock issuable upon exercise of options granted under the 1994
      Plan, all of which shares have previously been registered and, are being
      carried forward from the Registrant's prior registration statements
      (Nos. 33-90986, 333-03535 and 333-36823).

                                       2
3

(5)   Represents (i) 210,501 shares of common stock issuable upon exercise of
      options eligible for grant under the 1996 Plan and (ii) 2,146,835 shares
      of common stock issuable upon exercise of options granted under the 1996
      Plan, all of which shares have previously been registered and, are being
      carried forward from the Registrant's prior registration statement
     (No. 333-36829).

(6)   Represents (i) 416,375 shares of common stock issuable upon exercise of
      options eligible for grant under the BOD Plan and (ii) 196,750 shares of
      common stock issuable upon exercise of options granted under the BOD Plan,
      all of which shares have previously been registered and, are being carried
      forward from the Registrant's prior registration statements
      (Nos. 33-90986 and 333-03535).

(7)   As noted in notes (4)-(6) above, no fee is due. With respect to the
      Registrant's prior registration statements on Form S-8 (Nos. 33-90986,
      333-03535, 333-36823, 333-36829), the Registrant previously paid aggregate
      registration fees of approximately $40,853.

                                       3
4

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item  1. Plan Information.*

Item  2. Registrant Information and Employee Plan Annual Information*

         *Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended, and the Note to Part I of Form
S-8.

                                       4
5

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:

         (1) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998;

         (2) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999;

         (3) The Registrant's Current Report on Form 8-K dated June 11, 1999;

         (4) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999;

         (5) The description of the Registrant's common stock, par value $.01
per share, contained in the Registrant's Registration Statement on Form 8-A
declared effective April 7, 1994 and any amendments thereto and description of
the attendant Preferred Share Purchase Rights contained in the Registrant's
Registration Statement on Form 8-A dated March 28, 1997 and any amendments
thereto; and

         (6) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
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 a part hereof from the respective date of
filing of such documents. Any statement contained in a document incorporated by
reference herein is modified or superseded for all purposes to the extent that a
statement contained in this Registration Statement or in any other subsequently
filed document which is incorporated by reference modifies or replaces such
statement.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.

                                       5
6

Item 6. Indemnification of Directors and Officers.

         Sections 145 of the General Corporation Law of the State of Delaware
provides for the indemnification of officers and directors under certain
circumstances against expenses incurred in successfully defending against a
claim and authorizes Delaware corporations to indemnify their officers and
directors under certain circumstances against expenses and liabilities incurred
in legal proceedings involving such persons because of their being or having
been an officer or director.

         Section 102(b) of the Delaware General Corporation Law permits a
corporation, by so providing in its certificate of incorporation, to eliminate
or limit director's liability to the corporation and its stockholders for
monetary damages arising out of certain alleged breaches of their fiduciary
duty. Section 102(b)(7) provides that no such limitation of liability may affect
a director's liability with respect to any of the following: (i) breaches of the
director's duty of loyalty to the corporation or its stockholders; (ii) acts or
omissions not made in good faith or which involve intentional misconduct of
knowing violations of law; (iii) liability for dividends paid or stock
repurchased or redeemed in violation of the Delaware General Corporation Law; or
(iv) any transaction from which the director derived an improper personal
benefit. Section 102(b)(7) does not authorize any limitation on the ability of
the corporation or its stockholders to obtain injunctive relief, specific
performance or other equitable relief against directors.

         Article TENTH of the registrant's Certificate of Incorporation provides
that no director shall be personally liable to the registrant or any of its
stockholders for monetary damages for breach of fiduciary duty as a director
except to the extent such elimination or limitation is prohibited by the
Delaware General Corporation Law. In addition, Article NINTH of the registrant's
Certificate of Incorporation and Article XX of the By-Laws of the registrant
provide in substance that, to the fullest extent permitted by Delaware law, each
director and officer shall be indemnified by the registrant against reasonable
costs and expenses, including attorneys fees, and any liabilities which may be
incurred in connection with any action to which he may be made a party by reason
of having been a director or officer of the registrant. The indemnification
provided by the registrant's By-Laws is not deemed exclusive of or in any way to
limit any other rights which any person seeking indemnification may be entitled.

Item 7. Exemption from Registration Claimed.

        Not applicable.

                                       6
7

Item 8.  Exhibits.

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

    4.1         Rights Amendment, dated as of February 20, 1997(1)

    4.2         Amendment No. 1 to the Rights Agreement(2)

    5           Opinion of Tenzer Greenblatt LLP

    10.1        1994 Stock Option Plan, as amended June 24, 1999

    10.2        1996 Stock Option Plan, as amended June 24, 1999

    10.3        Non-Employee Director Stock Option Plan(3)

    10.4        1999 Brightpoint, Inc. Employee Stock Purchase Plan(4)

    23.1        Consent of Ernst & Young LLP

    23.2        Consent of Tenzer Greenblatt LLP (included in Exhibit 5)

    24.1        Powers of Attorney (included on Signature Page of this
                Registration Statement)

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

    (1)         Filed as an exhibit to the Registrant's Current Report on Form
                8-K for the event dated February 20, 1997, and incorporated by
                reference thereto.

    (2)         Filed as an exhibit to the Registrant's Annual Report on Form
                10-K for the year ended December 31, 1998, and incorporated
                by reference thereto.

    (3)         Filed as an exhibit to the Registrant's Registration Statement
                on Form S-1 (33-75148) and incorporated by reference thereto.

    (4)         Filed as an appendix to the Registrant's Definitive Proxy
                Statement dated April 15, 1999 filed on Schedule 14A and
                incorporated by reference thereto.

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 prospectus (or the most recent
                 post-effective amendments thereto) 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
                 volume 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 Securities and Exchange Commission
                 (the "Commission") pursuant to Rule 424(b) if, in the
                 aggregate, the changes in volume and prices represent no more
                 than 20 percent change in the maximum aggregate offering price
                 set forth in the "Calculation of Registration Fee" table in the
                 effective 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)(1)(i) and (a)(1)(ii) do not apply if
     the information required to be filed with 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 15(d) of the
     Securities Exchange Act of 1934 that are incorporated by reference in the
     registration statement.

                                       7
8
              (2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

          (b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

          (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 Act 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 Act and will
be governed by the final adjudication of such issue.

                                       8
9

                        SIGNATURES AND POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Indianapolis, State of Indiana, on September 27,
1999.

                                BRIGHTPOINT, INC.

                                By: /s/ Robert J. Laikin
                                   -----------------------------
                                   Robert J. Laikin,
                                   Chairman of the Board
                                   and Chief Executive Officer

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert J. Laikin and J. Mark Howell,
jointly and severally, as his true and lawful attorney-in-fact and agent, each
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each said attorney-in-fact
or agent or substitute lawfully does or causes to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed below by the following
persons in the capacities and on the dates indicated:
-----------------------------------------------------------------------------------------------------
Signature                            Title                                        Date
-----------------------------------------------------------------------------------------------------
/s/Robert J. Laikin                  Director, Chairman of the Board and Chief    September 27, 1999
----------------------               Executive Officer (Principal Executive
Robert J. Laikin                     Officer)
-----------------------------------------------------------------------------------------------------
/s/J. Mark Howell                    Director, President and Chief Operating      September 27, 1999
----------------------               Officer
J. Mark Howell
-----------------------------------------------------------------------------------------------------
/s/Phillip A. Bounsall               Executive Vice President, Chief Financial    September 27, 1999
----------------------               Officer (Principal Financial Officer)
Phillip A. Bounsall
-----------------------------------------------------------------------------------------------------
/s/John P. Delaney                   Vice President, Chief Accounting Officer     September 27, 1999
----------------------               (Principal Accounting Officer)
John P. Delaney
-----------------------------------------------------------------------------------------------------
                                     Director                                     September   , 1999
----------------------
John W. Adams
-----------------------------------------------------------------------------------------------------
/s/Robert F. Wagner                  Director                                     September 27, 1999
----------------------
Robert F. Wagner
-----------------------------------------------------------------------------------------------------
/s/Stephen H. Simon                  Director                                     September 27, 1999
----------------------
Stephen H. Simon
-----------------------------------------------------------------------------------------------------
/s/Rollin M. Dick                    Director                                     September 27, 1999
----------------------
Rollin M. Dick
-----------------------------------------------------------------------------------------------------
                                     Director                                     September   , 1999
----------------------
Steven B. Sands
-----------------------------------------------------------------------------------------------------
/s/Todd H. Stuart                    Director                                     September 27, 1999
----------------------
Todd H. Stuart
-----------------------------------------------------------------------------------------------------
9
10

                                INDEX TO EXHIBITS

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

    4.1         Rights Amendment, dated as of February 20, 1997(1)

    4.2         Amendment No. 1 to the Rights Agreement(2)

    5           Opinion of Tenzer Greenblatt LLP

    10.1        1994 Stock Option Plan, as amended June 24, 1999

    10.2        1996 Stock Option Plan, as amended June 24, 1999

    10.3        Non-Employee Director Stock Option Plan(3)

    10.4        1999 Brightpoint, Inc. Employee Stock Purchase Plan(4)

    23.1        Consent of Ernst & Young LLP

    23.2        Consent of Tenzer Greenblatt LLP (included in Exhibit 5)

    24.1        Powers of Attorney (included on Signature Page of this
                Registration Statement)

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

    (1)         Filed as an exhibit to the Registrant's Current Report on Form
                8-K for the event dated February 20, 1997, and incorporated by
                reference thereto.

    (2)         Filed as an exhibit to the Registrant's Annual Report on Form
                10-K for the year ended December 31, 1998, and incorporated
                by reference thereto.

    (3)         Filed as an exhibit to the Registrant's Registration Statement
                on Form S-1 (33-75148) and incorporated by reference thereto.

    (4)         Filed as an appendix to the Registrant's Definitive Proxy
                Statement dated April 15, 1999 filed on Schedule 14A and
                incorporated by reference thereto.

                                       10