<PAGE>
     As filed with the Securities and Exchange Commission on June 27, 2002
                                                           Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                       DAISYTEK INTERNATIONAL CORPORATION
             (Exact name of Registrant as specified in its charter)

             DELAWARE                                       75-2421746
   (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                        Identification No.)

                    1025 CENTRAL EXPRESSWAY SOUTH, SUITE 200
                               ALLEN, TEXAS 75013
          (Address, including zip code, of principal executive offices)


          DAISYTEK INTERNATIONAL CORPORATION NON-QUALIFIED STOCK OPTION
                        AGREEMENTS WITH CERTAIN EMPLOYEES
                     (Full title of the plans or agreements)


                                 JAMES R. POWELL
                       DAISYTEK INTERNATIONAL CORPORATION
                    1025 CENTRAL EXPRESSWAY SOUTH, SUITE 200
                               ALLEN, TEXAS 75013
                     (Name and address of agent for service)

                                 (972) 881-4700
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                             A. Michael Hainsfurther
                         Munsch Hardt Kopf & Harr, P.C.
                               4000 Fountain Place
                                1445 Ross Avenue
                               Dallas, Texas 75202
                                 (214) 855-7500


<Table>
<Caption>
                                      CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                    Proposed maximum    Proposed maximum
   Title of securities to be       Amount to be      offering price    aggregate offering   Amount of registration
          registered              registered(1)        per share            price(2)                  fee
-------------------------------- ----------------- ------------------- -------------------- ------------------------
<S>                              <C>               <C>                 <C>                  <C>
Common Stock, par value $.01
per share ..................      96,000 shares         $14.34             $1,376,640

Common Stock, par value $.01
  per share ................      50,000 shares         $12.05             $  602,500

Common Stock, par value $.01
  per share ................      5,000 shares          $13.95             $   69,750

Total ......................      151,000 shares                           $2,048,890

                                                                                                    $189
====================================================================================================================
</Table>

(1)      Together with an indeterminate number of additional shares that may be
         necessary to adjust the number of shares reserved for issuance pursuant
         to the Daisytek International Corporation Non-Qualified Stock Option
         Agreements as the result of any future stock split, stock dividend or
         similar adjustment of the outstanding Common Stock of the Registrant.

         These shares to be registered under this Registration Statement
         represent shares subject to outstanding stock options under Daisytek
         International Corporation Non-Qualified Stock Option Agreements.

(2)      Based on the exercise price of the outstanding options granted under
         the Daisytek International Corporation Non-Qualified Stock Option
         Agreements that are being registered on this Registration Statement
         pursuant to Rule 457(h) under the Securities Act of 1933, as amended.



<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Note: The document(s) containing the information concerning the
Daisytek International Corporation Non-Qualified Stock Option Agreements with
certain employees (the "Non-Qualified Stock Option Agreements") required by Item
1 of Form S-8 and the statement of availability of registrant information and
information relating to the Non-Qualified Stock Option Agreements and other
information required by Item 2 of Form S-8 will be sent or given to employees as
specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"). In accordance with Rule 428 and the requirements of Part I of
Form S-8, such documents are not being filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424. The registrant
shall maintain a file of such documents in accordance with the provisions of
Rule 428. Upon request, the registrant shall furnish to the Commission or its
staff a copy or copies of any or all of the documents included in such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which Daisytek International Corporation (the
"Company") has filed with the Commission pursuant to the Securities Act or the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated in this Registration Statement by reference and shall be deemed to
be a part hereof:

         (i)      The Company's Annual Report on Form 10-K for the year ended
                  March 31, 2001;

         (ii)     The Company's Quarterly Report on Form 10-Q for the quarters
                  ended June 30, 2001, September 30, 2001 and December 31, 2001;

         (iii)    The Company's Current Reports on Form 8-K, filed with the
                  Commission on April 6, 2001, June 1, 2001, July 2, 2001,
                  August 9, 2001, September 4, 2001, September 25, 2001,
                  December 26, 2001, January 7, 2002, February 13, 2002, April
                  16, 2002, April 26, 2002, May 7, 2002, May 22, 2002, May 31,
                  2002, June 19, 2002 and June 25, 2002; and

         (iv)     The description of the Common Stock of the Company contained
                  in the Company's Registration Statement on Form 8-A
                  (Commission File No. 0-25400), as filed with the Commission
                  pursuant to the Exchange Act on January 20, 1995, as may be
                  amended, modified or superseded by any report or amendment
                  filed with the Commission for the purpose of updating such
                  description.

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

         Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein, in any subsequently filed amendment to this
Registration Statement, or in any document that also is incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.



<PAGE>



ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company, a Delaware corporation, is empowered by Section 145 of the
Delaware General Corporation Law (the "DGCL"), subject to the procedures and
limitations stated therein, to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the Company), by reason of the fact
that such person is or was a director, officer, employee, or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise, against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit, or proceeding, if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was unlawful.
Section 145 of the DGCL requires that to the extent a present or former director
or officer of the Company has been successful, on the merits or otherwise, in
the defense of any action, suit, or proceeding described in Section 145, or in
defense of any claim, issue, or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith. Section 145 of the DGCL further provides that
expenses (including attorneys' fees) incurred by an officer or director in
defending any civil, criminal, administrative, or investigative action, suit, or
proceeding may be paid by the Company in advance of the final disposition of
such action, suit, or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Company as
authorized in Section 145. Such expenses (including attorneys' fees) incurred by
former directors and officers or other employees and agents may be so paid upon
such terms and conditions, if any, as the Company deems appropriate. In
addition, Section 145 provides that indemnification and advancement of expenses
provided by, or granted pursuant to, its provisions shall not be deemed
exclusive of any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders, or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office. Section 145 also allows the Company to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee, or agent of
the Company, or is or was serving at the request of the Company as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Company would have the power to indemnify him against such
liability under Section 145.

         Article SIXTH of the Company's Certificate of Incorporation, a copy of
which is filed as Exhibit 4.1 to this Registration Statement, provides the
following:

         "1. To the extent not prohibited by law, the Corporation shall
indemnify any person who is or was made, or threatened to be made, a party to
any threatened, pending or completed action, suit or proceeding (a
"Proceeding"), whether civil, criminal, administrative or investigative,
including, without limitation, an action by or in the right of the Corporation
to procure a judgment in its favor, by reason of the fact that such person, or a
person of whom such person is the legal representative, is or was a director or
officer of the Corporation, or is or was serving in any capacity at the request
of the Corporation for any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise (an "Other Entity"), against
judgments, fines, penalties, excise taxes, amounts paid in settlement and costs,
charges and expenses (including attorneys' fees and disbursements). Persons who
are not directors or officers of the Corporation may be similarly indemnified in
respect of service to the Corporation or to an Other Entity at the request of
the Corporation to the extent the Board of Directors at any time specifies that
such persons are entitled to the benefits of this Article.


<PAGE>



         2. The Corporation shall, from time to time, reimburse or advance to
any director or officer or other person entitled to indemnification hereunder
the funds necessary for payment of expenses, including attorneys' fees and
disbursements, incurred in connection with any Proceeding, in advance of the
final disposition of such Proceeding; provided, however, that, if required by
the GCL, such expenses incurred by or on behalf of any director or officer or
other person may be paid in advance of the final disposition of a Proceeding
only upon receipt by the Corporation of an undertaking, by or on behalf of such
director or officer (or other person indemnified hereunder), to repay any such
amount so advanced, if it shall ultimately be determined by final judicial
decision from which there is no further right of appeal that such director,
officer or other person is not entitled to be indemnified for such expenses.

         3. The rights to indemnification, and reimbursement or advancement of
expenses provided by, or granted pursuant to, this Article shall not be deemed
exclusive of any other rights to which a person seeking indemnification or
reimbursement or advancement of expenses may have or hereafter be entitled under
any statute, this Restated Certificate of Incorporation, the By-laws of the
Corporation, any agreement, any vote of stockholders or disinterested directors
or otherwise, both as to action in his or her official capacity and as to action
in another capacity while holding such office.

         4. The rights to indemnification and reimbursement or advancement of
expenses provided by, or granted pursuant to, this Article shall continue as to
a person who has ceased to be a director or officer (or other person indemnified
hereunder) and shall inure to the benefit of the executors, administrators,
legatees and distributees of such person.

         5. The Corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of an Other Entity, against any liability
asserted against such person and incurred by such person in any such capacity,
or arising out of such person's status as such, whether or not the Corporation
would have the power to indemnify such person against such liability under the
provisions of this Article, the By-laws or under Section 145 of the GCL or any
other provision of law.

         6. The provisions of this Article shall be a contract between the
Corporation, on the one hand, and each director and officer who serves in such
capacity at any time while this Article is in effect and any other person
indemnified hereunder, on the other hand, pursuant to which the Corporation and
each such director, officer, or other person intend to be legally bound. No
repeal or modification of this Article shall affect any rights or obligations
with respect to any state of facts then or theretofore existing or thereafter
arising or any proceeding theretofore or thereafter brought or threatened based
in whole or in part upon any such state of facts.

         7. The rights to indemnification and reimbursement or advancement of
expenses provided by, or granted pursuant to, this Article shall be enforceable
by any person entitled to such indemnification or reimbursement or advancement
of expenses in any court of competent jurisdiction. The burden of proving that
such indemnification or reimbursement or advancement of expenses is not
appropriate shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, its independent legal counsel and its
stockholders) to have made a determination prior to the commencement of such
action that such indemnification or reimbursement or advancement of expenses is
proper in the circumstances nor an actual determination by the Corporation
(including its Board of Directors, its independent legal counsel and its
stockholders) that such person is not entitled to such indemnification or
reimbursement or advancement of expenses shall constitute a defense to the
action or create a presumption that such person is not so entitled. Such a
person shall also be indemnified for any expenses incurred in connection with
successfully establishing his or her right to such indemnification or
reimbursement or advancement of expenses, in whole or in part, in any such
proceeding.

         8. Any director or officer of the Corporation serving in any capacity
for (a) another corporation of which a majority of the shares entitled to vote
in the election of its directors is held, directly or indirectly, by the
Corporation or (b) any employee benefit plan of the Corporation or any
corporation referred to in clause (a) shall be deemed to be doing so at the
request of the Corporation.

         9. Any person entitled to be indemnified or to reimbursement or
advancement of expenses as a matter of right pursuant to this Article may elect
to have the right to indemnification or reimbursement or advancement of expenses
interpreted on the basis of the applicable law in effect at the time of the
occurrence of the event or events giving



<PAGE>



rise to the applicable Proceeding, to the extent permitted by law, or on the
basis of the applicable law in effect at the time such indemnification or
reimbursement or advancement of expenses is sought. Such election shall be made,
by a notice in writing to the Corporation, at the time indemnification or
reimbursement or advancement of expenses is sought; provided, however, that if
no such notice is given, the right to indemnification or reimbursement or
advancement of expenses shall be determined by the law in effect at the time
indemnification or reimbursement or advancement of expenses is sought."

         Article NINTH of the Company's Certificate of Incorporation provides
the following:

         "A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of law, (iii) under Section 174 of the GCL, or (iv) for any
transaction from which the director derived an improper personal benefit. Any
repeal or amendment of this Article NINTH by the stockholders of the Corporation
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a director of the Corporation arising from an act or
omission occurring prior to the time of such repeal or amendment. In addition to
the circumstances in which a director of the Corporation is not personally
liable as set forth in the foregoing provisions of this Article NINTH, a
director shall not be liable to the Corporation or its stockholders to such
further extent as permitted by any law hereafter enacted, including without
limitation any subsequent amendment to the GCL."

         The Company seeks to limit its exposure to liability for
indemnification of directors and officers by purchasing directors and officers
liability insurance coverage.

         As a result of these provisions, the Company and its stockholders may
be unable to obtain monetary damages from a director for breach of the duty of
care. Although stockholders may continue to seek injunctive or other equitable
relief for an alleged breach of fiduciary duty by a director, stockholders may
not have any effective remedy against the challenged conduct if equitable
remedies are unavailable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.

         EXHIBIT
         NUMBER                        DOCUMENT DESCRIPTION
         -------                       --------------------

          4.1*      Amended and Restated Certificate of Incorporation of the
                    Company.

          4.1.1*    Certificate of Amendment of Amended and Restated Certificate
                    of Incorporation of the Company.

          4.1.2     Certificate of Amendment of Amended and Restated Certificate
                    of Incorporation of the Company (incorporated by reference
                    to Exhibit 3.1 to the Company's Quarterly Report on Form
                    10-Q for the quarterly period ended September 30, 1998 dated
                    November 16, 1998 (File No. 000-25400)).

          4.1.3     Certificate of Designations in respect of the Series A
                    Preferred Stock (incorporated by reference to Exhibit 4 to
                    the Company's Current Report on Form 8-K dated October 15,
                    1999 (File No. 000-25400)).

          4.2       Amended and Restated Bylaws of the Company, as amended
                    (incorporated by reference to Exhibit 4.2 to the Company's
                    Form S-8 filed June 12, 2001 (File No. 33-62840)).


<PAGE>


          4.2.1*    Amendment to Section 2.9 of the Amended and Restated Bylaws
                    of Daisytek International Corporation dated June 26, 2002.

          4.3*      Form of Daisytek International Corporation Non-Qualified
                    Stock Option Agreement.

          5.1*      Opinion of Munsch Hardt Kopf & Harr, P.C.

          23.1*     Consent of Munsch Hardt Kopf & Harr, P.C. (included in the
                    opinion filed as Exhibit 5.1 to this Registration
                    Statement).

          23.2*     Consent of Ernst & Young LLP, independent public
                    accountants.

          24.1*     Powers of Attorney (included on the signature page of this
                    Registration Statement).

----------

* Filed herewith.


ITEM 9. UNDERTAKINGS.

         (a) The Company 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;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of this 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 this
                  Registration Statement;

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in this Registration Statement or any material change to such
                  information in this 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 Company
         pursuant to Section 13 or Section 15(d) of the Exchange Act that are
         incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
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.


<PAGE>

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 and will be governed by the final adjudication
of such issue.


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
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 Allen, State of Texas, on June 27, 2002.

                                   DAISYTEK INTERNATIONAL CORPORATION

                                   By: /s/ RALPH MITCHELL
                                      ------------------------------------------
                                           Ralph Mitchell
                                           Chief Financial Officer and
                                           Executive Vice President - Finance

         The undersigned directors and executive officers of Daisytek
International Corporation each hereby constitutes and appoints Ralph Mitchell
and James R. Powell, and each of them, with full power to act without the other
and with full power of substitution, the undersigned's true and lawful
attorneys-in-fact with full power to execute in the undersigned's name and
behalf in the capacities indicated below any and all amendments (including
post-effective amendments and amendments thereto) to this Registration Statement
and any registration statement for the same offering that is to be effective
upon filing pursuant to Rule 462(b) of the Securities Act, and to file the same,
with all exhibits thereto and other documents in connection with the Commission,
and hereby ratifies and confirms all that such attorneys-in-fact, or either of
them, or their substitutes, shall lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 27, 2002.

<Table>
<Caption>

            Signature                                         Title
            ---------                                         -----
<S>                                          <C>
 /s/ JAMES R. POWELL                               Chief Executive and Operating
--------------------------------------             Officer, President and acting
 James R. Powell                                       Chairman of the Board
                                                   (principal executive officer)

 /s/ RALPH MITCHELL                          Chief Financial Officer and Executive Vice
--------------------------------------        President - Finance (principal financial
 Ralph Mitchell                                       and accounting officer)


 /s/ PETER P.J. VIKANIS                                        Director
--------------------------------------
 Peter P.J. Vikanis

 /s/ DALE A. BOOTH                                             Director
--------------------------------------
 Dale A. Booth

 /s/ JOHN D. KEARNEY, SR.                                      Director
--------------------------------------
 John D. Kearney, Sr.

 /s/ DANIEL T. OWEN                                            Director
--------------------------------------
 Daniel T. Owen

 /s/ PETER D. WHARF                                            Director
--------------------------------------
 Peter D. Wharf

 /s/ NICHOLAS A. GIORDANO                                      Director
--------------------------------------
 Nicholas A. Giordano
</Table>


<PAGE>

                               INDEX TO EXHIBITS


<Table>
<Caption>
         EXHIBIT
         NUMBER                        DOCUMENT DESCRIPTION
         -------                       --------------------
<S>                 <C>
          4.1*      Amended and Restated Certificate of Incorporation of the
                    Company.

          4.1.1*    Certificate of Amendment of Amended and Restated Certificate
                    of Incorporation of the Company.

          4.1.2     Certificate of Amendment of Amended and Restated Certificate
                    of Incorporation of the Company (incorporated by reference
                    to Exhibit 3.1 to the Company's Quarterly Report on Form
                    10-Q for the quarterly period ended September 30, 1998 dated
                    November 16, 1998 (File No. 000-25400)).

          4.1.3     Certificate of Designations in respect of the Series A
                    Preferred Stock (incorporated by reference to Exhibit 4 to
                    the Company's Current Report on Form 8-K dated October 15,
                    1999 (File No. 000-25400)).

          4.2       Amended and Restated Bylaws of the Company, as amended
                    (incorporated by reference to Exhibit 4.2 to the Company's
                    Form S-8 filed June 12, 2001 (File No. 33-62840)).

          4.2.1*    Amendment to Section 2.9 of the Amended and Restated Bylaws
                    of Daisytek International Corporation dated June 26, 2002.

          4.3*      Form of Daisytek International Corporation Non-Qualified
                    Stock Option Agreement.

          5.1*      Opinion of Munsch Hardt Kopf & Harr, P.C.

          23.1*     Consent of Munsch Hardt Kopf & Harr, P.C. (included in the
                    opinion filed as Exhibit 5.1 to this Registration
                    Statement).

          23.2*     Consent of Ernst & Young LLP, independent public
                    accountants.

          24.1*     Powers of Attorney (included on the signature page of this
                    Registration Statement).
</Table>

----------

* Filed herewith.
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As filed with the Securities and Exchange Commission on June 27, 2002
                                                           Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                       DAISYTEK INTERNATIONAL CORPORATION
             (Exact name of Registrant as specified in its charter)

             DELAWARE                                       75-2421746
   (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                        Identification No.)

                    1025 CENTRAL EXPRESSWAY SOUTH, SUITE 200
                               ALLEN, TEXAS 75013
          (Address, including zip code, of principal executive offices)

          DAISYTEK INTERNATIONAL CORPORATION NON-QUALIFIED STOCK OPTION
                        AGREEMENTS WITH CERTAIN EMPLOYEES
                     (Full title of the plans or agreements)

                                 JAMES R. POWELL
                       DAISYTEK INTERNATIONAL CORPORATION
                    1025 CENTRAL EXPRESSWAY SOUTH, SUITE 200
                               ALLEN, TEXAS 75013
                     (Name and address of agent for service)

                                 (972) 881-4700
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                             A. Michael Hainsfurther
                         Munsch Hardt Kopf & Harr, P.C.
                               4000 Fountain Place
                                1445 Ross Avenue
                               Dallas, Texas 75202
                                 (214) 855-7500
CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                    Proposed maximum    Proposed maximum
   Title of securities to be       Amount to be      offering price    aggregate offering   Amount of registration
          registered              registered(1)        per share            price(2)                  fee
-------------------------------- ----------------- ------------------- -------------------- ------------------------
Common Stock, par value $.01
per share ..................      96,000 shares         $14.34             $1,376,640

Common Stock, par value $.01
  per share ................      50,000 shares         $12.05             $  602,500

Common Stock, par value $.01
  per share ................      5,000 shares          $13.95             $   69,750

Total ......................      151,000 shares                           $2,048,890

                                                                                                    $189
====================================================================================================================
(1)      Together with an indeterminate number of additional shares that may be
         necessary to adjust the number of shares reserved for issuance pursuant
         to the Daisytek International Corporation Non-Qualified Stock Option
         Agreements as the result of any future stock split, stock dividend or
         similar adjustment of the outstanding Common Stock of the Registrant.

         These shares to be registered under this Registration Statement
         represent shares subject to outstanding stock options under Daisytek
         International Corporation Non-Qualified Stock Option Agreements.

(2)      Based on the exercise price of the outstanding options granted under
         the Daisytek International Corporation Non-Qualified Stock Option
         Agreements that are being registered on this Registration Statement
         pursuant to Rule 457(h) under the Securities Act of 1933, as amended.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Note: The document(s) containing the information concerning the
Daisytek International Corporation Non-Qualified Stock Option Agreements with
certain employees (the "Non-Qualified Stock Option Agreements") required by Item
1 of Form S-8 and the statement of availability of registrant information and
information relating to the Non-Qualified Stock Option Agreements and other
information required by Item 2 of Form S-8 will be sent or given to employees as
specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"). In accordance with Rule 428 and the requirements of Part I of
Form S-8, such documents are not being filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424. The registrant
shall maintain a file of such documents in accordance with the provisions of
Rule 428. Upon request, the registrant shall furnish to the Commission or its
staff a copy or copies of any or all of the documents included in such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which Daisytek International Corporation (the
"Company") has filed with the Commission pursuant to the Securities Act or the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated in this Registration Statement by reference and shall be deemed to
be a part hereof:

         (i)      The Company's Annual Report on Form 10-K for the year ended
                  March 31, 2001;

         (ii)     The Company's Quarterly Report on Form 10-Q for the quarters
                  ended June 30, 2001, September 30, 2001 and December 31, 2001;

         (iii)    The Company's Current Reports on Form 8-K, filed with the
                  Commission on April 6, 2001, June 1, 2001, July 2, 2001,
                  August 9, 2001, September 4, 2001, September 25, 2001,
                  December 26, 2001, January 7, 2002, February 13, 2002, April
                  16, 2002, April 26, 2002, May 7, 2002, May 22, 2002, May 31,
                  2002, June 19, 2002 and June 25, 2002; and

         (iv)     The description of the Common Stock of the Company contained
                  in the Company's Registration Statement on Form 8-A
                  (Commission File No. 0-25400), as filed with the Commission
                  pursuant to the Exchange Act on January 20, 1995, as may be
                  amended, modified or superseded by any report or amendment
                  filed with the Commission for the purpose of updating such
                  description.

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

         Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein, in any subsequently filed amendment to this
Registration Statement, or in any document that also is incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company, a Delaware corporation, is empowered by Section 145 of the
Delaware General Corporation Law (the "DGCL"), subject to the procedures and
limitations stated therein, to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the Company), by reason of the fact
that such person is or was a director, officer, employee, or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise, against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit, or proceeding, if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was unlawful.
Section 145 of the DGCL requires that to the extent a present or former director
or officer of the Company has been successful, on the merits or otherwise, in
the defense of any action, suit, or proceeding described in Section 145, or in
defense of any claim, issue, or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith. Section 145 of the DGCL further provides that
expenses (including attorneys' fees) incurred by an officer or director in
defending any civil, criminal, administrative, or investigative action, suit, or
proceeding may be paid by the Company in advance of the final disposition of
such action, suit, or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Company as
authorized in Section 145. Such expenses (including attorneys' fees) incurred by
former directors and officers or other employees and agents may be so paid upon
such terms and conditions, if any, as the Company deems appropriate. In
addition, Section 145 provides that indemnification and advancement of expenses
provided by, or granted pursuant to, its provisions shall not be deemed
exclusive of any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders, or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office. Section 145 also allows the Company to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee, or agent of
the Company, or is or was serving at the request of the Company as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Company would have the power to indemnify him against such
liability under Section 145.

         Article SIXTH of the Company's Certificate of Incorporation, a copy of
which is filed as Exhibit 4.1 to this Registration Statement, provides the
following:

         "1. To the extent not prohibited by law, the Corporation shall
indemnify any person who is or was made, or threatened to be made, a party to
any threatened, pending or completed action, suit or proceeding (a
"Proceeding"), whether civil, criminal, administrative or investigative,
including, without limitation, an action by or in the right of the Corporation
to procure a judgment in its favor, by reason of the fact that such person, or a
person of whom such person is the legal representative, is or was a director or
officer of the Corporation, or is or was serving in any capacity at the request
of the Corporation for any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise (an "Other Entity"), against
judgments, fines, penalties, excise taxes, amounts paid in settlement and costs,
charges and expenses (including attorneys' fees and disbursements). Persons who
are not directors or officers of the Corporation may be similarly indemnified in
respect of service to the Corporation or to an Other Entity at the request of
the Corporation to the extent the Board of Directors at any time specifies that
such persons are entitled to the benefits of this Article.
2. The Corporation shall, from time to time, reimburse or advance to
any director or officer or other person entitled to indemnification hereunder
the funds necessary for payment of expenses, including attorneys' fees and
disbursements, incurred in connection with any Proceeding, in advance of the
final disposition of such Proceeding; provided, however, that, if required by
the GCL, such expenses incurred by or on behalf of any director or officer or
other person may be paid in advance of the final disposition of a Proceeding
only upon receipt by the Corporation of an undertaking, by or on behalf of such
director or officer (or other person indemnified hereunder), to repay any such
amount so advanced, if it shall ultimately be determined by final judicial
decision from which there is no further right of appeal that such director,
officer or other person is not entitled to be indemnified for such expenses.

         3. The rights to indemnification, and reimbursement or advancement of
expenses provided by, or granted pursuant to, this Article shall not be deemed
exclusive of any other rights to which a person seeking indemnification or
reimbursement or advancement of expenses may have or hereafter be entitled under
any statute, this Restated Certificate of Incorporation, the By-laws of the
Corporation, any agreement, any vote of stockholders or disinterested directors
or otherwise, both as to action in his or her official capacity and as to action
in another capacity while holding such office.

         4. The rights to indemnification and reimbursement or advancement of
expenses provided by, or granted pursuant to, this Article shall continue as to
a person who has ceased to be a director or officer (or other person indemnified
hereunder) and shall inure to the benefit of the executors, administrators,
legatees and distributees of such person.

         5. The Corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of an Other Entity, against any liability
asserted against such person and incurred by such person in any such capacity,
or arising out of such person's status as such, whether or not the Corporation
would have the power to indemnify such person against such liability under the
provisions of this Article, the By-laws or under Section 145 of the GCL or any
other provision of law.

         6. The provisions of this Article shall be a contract between the
Corporation, on the one hand, and each director and officer who serves in such
capacity at any time while this Article is in effect and any other person
indemnified hereunder, on the other hand, pursuant to which the Corporation and
each such director, officer, or other person intend to be legally bound. No
repeal or modification of this Article shall affect any rights or obligations
with respect to any state of facts then or theretofore existing or thereafter
arising or any proceeding theretofore or thereafter brought or threatened based
in whole or in part upon any such state of facts.

         7. The rights to indemnification and reimbursement or advancement of
expenses provided by, or granted pursuant to, this Article shall be enforceable
by any person entitled to such indemnification or reimbursement or advancement
of expenses in any court of competent jurisdiction. The burden of proving that
such indemnification or reimbursement or advancement of expenses is not
appropriate shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, its independent legal counsel and its
stockholders) to have made a determination prior to the commencement of such
action that such indemnification or reimbursement or advancement of expenses is
proper in the circumstances nor an actual determination by the Corporation
(including its Board of Directors, its independent legal counsel and its
stockholders) that such person is not entitled to such indemnification or
reimbursement or advancement of expenses shall constitute a defense to the
action or create a presumption that such person is not so entitled. Such a
person shall also be indemnified for any expenses incurred in connection with
successfully establishing his or her right to such indemnification or
reimbursement or advancement of expenses, in whole or in part, in any such
proceeding.

         8. Any director or officer of the Corporation serving in any capacity
for (a) another corporation of which a majority of the shares entitled to vote
in the election of its directors is held, directly or indirectly, by the
Corporation or (b) any employee benefit plan of the Corporation or any
corporation referred to in clause (a) shall be deemed to be doing so at the
request of the Corporation.

         9. Any person entitled to be indemnified or to reimbursement or
advancement of expenses as a matter of right pursuant to this Article may elect
to have the right to indemnification or reimbursement or advancement of expenses
interpreted on the basis of the applicable law in effect at the time of the
occurrence of the event or events giving
rise to the applicable Proceeding, to the extent permitted by law, or on the
basis of the applicable law in effect at the time such indemnification or
reimbursement or advancement of expenses is sought. Such election shall be made,
by a notice in writing to the Corporation, at the time indemnification or
reimbursement or advancement of expenses is sought; provided, however, that if
no such notice is given, the right to indemnification or reimbursement or
advancement of expenses shall be determined by the law in effect at the time
indemnification or reimbursement or advancement of expenses is sought."

         Article NINTH of the Company's Certificate of Incorporation provides
the following:

         "A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of law, (iii) under Section 174 of the GCL, or (iv) for any
transaction from which the director derived an improper personal benefit. Any
repeal or amendment of this Article NINTH by the stockholders of the Corporation
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a director of the Corporation arising from an act or
omission occurring prior to the time of such repeal or amendment. In addition to
the circumstances in which a director of the Corporation is not personally
liable as set forth in the foregoing provisions of this Article NINTH, a
director shall not be liable to the Corporation or its stockholders to such
further extent as permitted by any law hereafter enacted, including without
limitation any subsequent amendment to the GCL."

         The Company seeks to limit its exposure to liability for
indemnification of directors and officers by purchasing directors and officers
liability insurance coverage.

         As a result of these provisions, the Company and its stockholders may
be unable to obtain monetary damages from a director for breach of the duty of
care. Although stockholders may continue to seek injunctive or other equitable
relief for an alleged breach of fiduciary duty by a director, stockholders may
not have any effective remedy against the challenged conduct if equitable
remedies are unavailable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.

         EXHIBIT
         NUMBER                        DOCUMENT DESCRIPTION
         -------                       --------------------

          4.1*      Amended and Restated Certificate of Incorporation of the
                    Company.

          4.1.1*    Certificate of Amendment of Amended and Restated Certificate
                    of Incorporation of the Company.

          4.1.2     Certificate of Amendment of Amended and Restated Certificate
                    of Incorporation of the Company (incorporated by reference
                    to Exhibit 3.1 to the Company's Quarterly Report on Form
                    10-Q for the quarterly period ended September 30, 1998 dated
                    November 16, 1998 (File No. 000-25400)).

          4.1.3     Certificate of Designations in respect of the Series A
                    Preferred Stock (incorporated by reference to Exhibit 4 to
                    the Company's Current Report on Form 8-K dated October 15,
                    1999 (File No. 000-25400)).

          4.2       Amended and Restated Bylaws of the Company, as amended
                    (incorporated by reference to Exhibit 4.2 to the Company's
                    Form S-8 filed June 12, 2001 (File No. 33-62840)).
4.2.1*    Amendment to Section 2.9 of the Amended and Restated Bylaws
                    of Daisytek International Corporation dated June 26, 2002.

          4.3*      Form of Daisytek International Corporation Non-Qualified
                    Stock Option Agreement.

          5.1*      Opinion of Munsch Hardt Kopf & Harr, P.C.

          23.1*     Consent of Munsch Hardt Kopf & Harr, P.C. (included in the
                    opinion filed as Exhibit 5.1 to this Registration
                    Statement).

          23.2*     Consent of Ernst & Young LLP, independent public
                    accountants.

          24.1*     Powers of Attorney (included on the signature page of this
                    Registration Statement).

----------

* Filed herewith.

ITEM 9. UNDERTAKINGS.

         (a) The Company 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;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of this 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 this
                  Registration Statement;

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in this Registration Statement or any material change to such
                  information in this 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 Company
         pursuant to Section 13 or Section 15(d) of the Exchange Act that are
         incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
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 may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 and will be governed by the final adjudication
of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
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 Allen, State of Texas, on June 27, 2002.

                                   DAISYTEK INTERNATIONAL CORPORATION

                                   By: /s/ RALPH MITCHELL
                                      ------------------------------------------
                                           Ralph Mitchell
                                           Chief Financial Officer and
                                           Executive Vice President - Finance

         The undersigned directors and executive officers of Daisytek
International Corporation each hereby constitutes and appoints Ralph Mitchell
and James R. Powell, and each of them, with full power to act without the other
and with full power of substitution, the undersigned's true and lawful
attorneys-in-fact with full power to execute in the undersigned's name and
behalf in the capacities indicated below any and all amendments (including
post-effective amendments and amendments thereto) to this Registration Statement
and any registration statement for the same offering that is to be effective
upon filing pursuant to Rule 462(b) of the Securities Act, and to file the same,
with all exhibits thereto and other documents in connection with the Commission,
and hereby ratifies and confirms all that such attorneys-in-fact, or either of
them, or their substitutes, shall lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 27, 2002.
Signature                                         Title
            ---------                                         -----
/s/ JAMES R. POWELL                               Chief Executive and Operating
--------------------------------------             Officer, President and acting
 James R. Powell                                       Chairman of the Board
                                                   (principal executive officer)

 /s/ RALPH MITCHELL                          Chief Financial Officer and Executive Vice
--------------------------------------        President - Finance (principal financial
 Ralph Mitchell                                       and accounting officer)

 /s/ PETER P.J. VIKANIS                                        Director
--------------------------------------
 Peter P.J. Vikanis

 /s/ DALE A. BOOTH                                             Director
--------------------------------------
 Dale A. Booth

 /s/ JOHN D. KEARNEY, SR.                                      Director
--------------------------------------
 John D. Kearney, Sr.

 /s/ DANIEL T. OWEN                                            Director
--------------------------------------
 Daniel T. Owen

 /s/ PETER D. WHARF                                            Director
--------------------------------------
 Peter D. Wharf

 /s/ NICHOLAS A. GIORDANO                                      Director
--------------------------------------
 Nicholas A. Giordano
INDEX TO EXHIBITS
EXHIBIT
         NUMBER                        DOCUMENT DESCRIPTION
         -------                       --------------------
4.1*      Amended and Restated Certificate of Incorporation of the
                    Company.

          4.1.1*    Certificate of Amendment of Amended and Restated Certificate
                    of Incorporation of the Company.

          4.1.2     Certificate of Amendment of Amended and Restated Certificate
                    of Incorporation of the Company (incorporated by reference
                    to Exhibit 3.1 to the Company's Quarterly Report on Form
                    10-Q for the quarterly period ended September 30, 1998 dated
                    November 16, 1998 (File No. 000-25400)).

          4.1.3     Certificate of Designations in respect of the Series A
                    Preferred Stock (incorporated by reference to Exhibit 4 to
                    the Company's Current Report on Form 8-K dated October 15,
                    1999 (File No. 000-25400)).

          4.2       Amended and Restated Bylaws of the Company, as amended
                    (incorporated by reference to Exhibit 4.2 to the Company's
                    Form S-8 filed June 12, 2001 (File No. 33-62840)).

          4.2.1*    Amendment to Section 2.9 of the Amended and Restated Bylaws
                    of Daisytek International Corporation dated June 26, 2002.

          4.3*      Form of Daisytek International Corporation Non-Qualified
                    Stock Option Agreement.

          5.1*      Opinion of Munsch Hardt Kopf & Harr, P.C.

          23.1*     Consent of Munsch Hardt Kopf & Harr, P.C. (included in the
                    opinion filed as Exhibit 5.1 to this Registration
                    Statement).

          23.2*     Consent of Ernst & Young LLP, independent public
                    accountants.

          24.1*     Powers of Attorney (included on the signature page of this
                    Registration Statement).
----------

* Filed herewith.