<PAGE>

                                                      Registration No.__________

   As filed with the Securities and Exchange Commission on January 29, 2001

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

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

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

                                   APW LTD.
            (Exact name of registrant as specified in its charter)


            BERMUDA                                          04-2576375
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)

N22 W23685 Ridgeview Parkway West
       Waukesha, Wisconsin                                   53188-1013
(Address of Principal Executive Offices)                     (Zip Code)

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

                                   APW LTD.
                   2001 OUTSIDE DIRECTORS' STOCK OPTION PLAN
                           (Full title of the plan)

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

            TODD ADAMS                                 Copy to:
            Controller                       ANTHONY W. ASMUTH III, ESQ.
             APW Ltd.                             Quarles & Brady LLP
 N22 W23685 Ridgeview Parkway West             411 East Wisconsin Avenue
  Waukesha, Wisconsin 53188-1013              Milwaukee, Wisconsin 53202

                    (Name and address of agent for service)


                                 (262)523-7600
         (Telephone number, including area code, of agent for service)


<TABLE>
<CAPTION>
                                                  CALCULATION OF REGISTRATION FEE
==========================================================================================================================
                                                                 Proposed
                                                                 maximum        Proposed maximum
                                              Amount to be    offering price        aggregate             Amount of
   Title of Securities to be registered      registered (1)     per share      offering price (2)     registration fee
--------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>              <C>              <C>                    <C>
 Common Stock, par value $.01 per share,        200,000             (2)            $8,287,500              $2,071.88
 and associated Preferred Stock Purchase
 Rights
==========================================================================================================================
</TABLE>

(1)  Each share of Common Stock will have attached thereto the Preferred Stock
     Purchase Right issued pursuant to the Registrant's Rights Agreement.
     Pursuant to Rule 416(a) under the Securities Act of 1933 (the "Securities
     Act"), this Registration Statement also relates to such indeterminate
     number of additional shares of Common Stock of the Registrant (and any
     associated Rights) as may be issuable as a result of stock splits, stock
     dividends or similar transactions, as described in the Plan.

(2)  Pursuant to Rule 457(h), estimated solely for the purpose of computing the
     registration fee, based upon $41.4375 per share, which is the average of
     the high and low sales prices of the Common Stock reported on the New York
     Stock Exchange Composite Tape on January 23, 2001.

================================================================================
<PAGE>

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The following documents have been previously filed by APW Ltd. (the
"Registrant") (Commission File No. 001-15851) with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934
(the "Exchange Act")  and are incorporated herein by reference:

 .         The Registrant's Annual Report on Form 10-K for the fiscal year ended
          August 31, 2000 filed on October 20, 2000.

 .         The Registrant's Form 10-Q for the quarter ended November 30, 2000
          filed on January 5, 2001.

 .         The description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 10, as amended, declared
          effective by the Commission on July 10, 2000 (the "Form 10").

 .         The description of the Registrant's Preferred Stock Purchase Rights
          contained in the Registrant's Registration Statement on Form 8-A filed
          on July 19, 2000.

        All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from their
respective dates of filing.

        Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be 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 hereof.

Item 4. Description of Securities.

        Not applicable. See third and fourth documents referenced in Item 3
above.

Item 5. Interests of Named Experts and Counsel.

        The legality of the securities registered hereunder will be passed upon
for the Registrant by Conyers Dill & Pearman, the Registrant's legal counsel.
The Registrant's Assistant Secretaries, Wayne Morgan and I.S. Outerbridge, are
members of Codan Services Limited, an affiliated company of Conyers Dill &
Pearman.

Item 6. Indemnification of Officers and Directors.

        The Bye-laws of APW Ltd. provide for indemnification of APW Ltd.'s
officers and directors against all liabilities, loss, damage or expense incurred
or suffered by an officer or director in his or her role as an officer or
director of APW Ltd. to the maximum extent permitted by Bermuda law. However,
the indemnification does not extend to any matter which would render it void
pursuant to the Companies Act 1981 as in effect from time to time in Bermuda.

                                       1
<PAGE>

        The Companies Act 1981 provides that a Bermuda company may indemnify its
officers and directors in respect of loss arising or liability attaching to them
as a result of any negligence, default, breach of duty or breach of trust of
which they may be guilty.  A company is also permitted to indemnify any officer
or director against any liability incurred by him or her in defending any
proceedings, whether civil or criminal, in which judgment is given in favor of
the director or officer, or in which he or she is acquitted, or in connection
with any application under relevant Bermuda legislation in which relief from
liability is granted to him or her by the court.  However, the Companies Act
1981 also states that any provision, whether contained in APW Ltd.'s Bye-laws or
in a contract or arrangement between APW Ltd. and the director, indemnifying a
director against liability which would attach to him in respect of his or her
fraud or dishonesty will be void.

        The directors and officers of APW Ltd. are also covered by directors'
and officers' insurance policies maintained by APW Ltd.

Item 7. Exemption from the Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        See Exhibit Index following Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.

Item 9. Undertakings.

        (a)  The undersigned Registrant hereby undertakes:

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

                  (i)    To include any prospectus required by Section 10(a)(3)
                         of the Securities Act of 1933;

                  (ii)   To reflect in the prospectus any facts or events
                         arising after the effective date of the Registration
                         Statement (or the most recent post-effective amendment
                         thereof) which, individually or in the aggregate,
                         represent a fundamental change in the information set
                         forth in the Registration Statement.  Notwithstanding
                         the foregoing, any increase or decrease in 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
                         Commission pursuant to Rule 424(b) if, in the
                         aggregate, the changes in volume and price represent no
                         more than a 20% change in the maximum aggregate
                         offering price set forth in the "Calculation of
                         Registration Fee" table in the effective Registration
                         Statement;

                  (iii)  To include any material information with respect to the
                         plan of distribution not previously disclosed in the
                         Registration Statement or any material change to such
                         information in the Registration Statement;

             provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section 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 the Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

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

                                       2
<PAGE>

             (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.

        (h)  Reference is made to the indemnification provisions described in
Item 6 of this Registration Statement.

             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.

                                       3
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Village of Pewaukee, State of Wisconsin, on January 29,
2001.

                           APW LTD.

                           By:     /s/ MICHAEL S. DUFFEY
                              ---------------------------------------
                              Michael S. Duffey
                              Senior Vice President and Chief Financial Officer
                              (Principal Financial Officer of the Registrant)

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints, Richard G. Sim, Michael S. Duffey and Todd
Adams, and each of them, his true and lawful attorneys-in-fact and agents, for
him and in his name, place and stead in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission and any
other regulatory authority, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue thereof.

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

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

/s/ RICHARD G. SIM                      Chairman of the Board, President and
--------------------------------------  Chief Executive Officer and Director
Richard G. Sim                          (Principal Executive Officer of the
                                        Registrant)

/s/ MICHAEL S. DUFFEY                   Senior Vice President and Chief
--------------------------------------  Financial Officer
Michael S. Duffey                       (Principal Financial Officer of the
                                        Registrant)

/s/ TODD ADAMS                          Controller
--------------------------------------  (Principal Accounting Officer of the
Todd Adams                              Registrant)


/s/ GERALD T. MCGOEY                    Director
--------------------------------------
Gerald T. McGoey

/s/ PETER A. DOUGLAS                    Director
--------------------------------------
Peter A. Douglas

/s/ L. DENNIS KOZLOWSKI                 Director
--------------------------------------
L. Dennis Kozlowski

/s/ JACK L. HECKEL                      Director
--------------------------------------
Jack L. Heckel

/s/ JOHN ZIEMNIAK                       Director
--------------------------------------
John Ziemniak

/s/ JOHN J. MCDONOUGH                   Director
--------------------------------------
John J. McDonough

*Each of these signatures is affixed as of January 29, 2001.

                                      S-1
<PAGE>

                                   APW LTD.
                              (the "Registrant")
                        (Commission File No. 001-15851)

                                 EXHIBIT INDEX
                                      TO
                        FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
Exhibit                                                        Incorporated Herein                Filed
Number                  Description                              By Reference To                Herewith
------                  -----------                              ---------------                --------
<S>      <C>                                         <C>                                      <C>
4.1      Memorandum of Continuance of the            Exhibit 3.1 to Amendment No. 2 to the
         Registrant (dated as of May 30, 2000)       Registrant's Registration Statement on
                                                     Form 10 (the "Form 10") dated July 11,
                                                     2000.

4.2      Bye-laws of the Registrant (effective       Exhibit 3.2 to Amendment No. 2 to the
         as of May 30, 2000)                         Form 10 dated July 11, 2000.

4.3      Rights Agreement between APW Ltd.           Exhibit 4.1 to Amendment No. 1 of the
         and Firstar Bank, N.A., as Rights           Form 10 dated June 20, 2000.
         Agent

5.1      Opinion of Conyers Dill & Pearman as                                                       X
         to the legality of the securities to be
         issued

23.1     Consent of PricewaterhouseCoopers                                                          X
         LLP

23.2     Consent of Conyers Dill & Pearman                                                    Contained
                                                                                              in opinion
                                                                                              filed as
                                                                                              Exhibit 5.1

24.1     Powers of Attorney                                                                   Signatures
                                                                                              page to this
                                                                                              Registration
                                                                                              Statement

99.1     APW Ltd. 2001 Outside Directors'            Exhibit B to the Registrant's Proxy
         Stock Option Plan                           Statement filed on December 1, 2000.
</TABLE>

                                      E-1
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{"company-data": {"conformed-name": "APW LTD", "cik": "0001111938", "assigned-sic": "5065", "irs-number": "042576375", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54502", "film-number": "1517463"}, "business-address": {"street1": "N22 W23685 RIDGEVIEW PKWY WEST", "city": "WAUKESHA", "state": "WI", "zip": "53188-1013", "phone": "2625237600"}, "mail-address": {"street1": "N22 W23685 RIDGEVIEW PKWY WEST", "city": "WAUKESHA", "state": "WI", "zip": "53188-1013"}}
Registration No.__________

   As filed with the Securities and Exchange Commission on January 29, 2001

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

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

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

                                   APW LTD.
            (Exact name of registrant as specified in its charter)

            BERMUDA                                          04-2576375
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)

N22 W23685 Ridgeview Parkway West
       Waukesha, Wisconsin                                   53188-1013
(Address of Principal Executive Offices)                     (Zip Code)

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

                                   APW LTD.
                   2001 OUTSIDE DIRECTORS' STOCK OPTION PLAN
                           (Full title of the plan)

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

            TODD ADAMS                                 Copy to:
            Controller                       ANTHONY W. ASMUTH III, ESQ.
             APW Ltd.                             Quarles & Brady LLP
 N22 W23685 Ridgeview Parkway West             411 East Wisconsin Avenue
  Waukesha, Wisconsin 53188-1013              Milwaukee, Wisconsin 53202

                    (Name and address of agent for service)

                                 (262)523-7600
         (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
                                                                 Proposed
                                                                 maximum        Proposed maximum
                                              Amount to be    offering price        aggregate             Amount of
   Title of Securities to be registered      registered (1)     per share      offering price (2)     registration fee
--------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share,        200,000             (2)            $8,287,500              $2,071.88
 and associated Preferred Stock Purchase
 Rights
==========================================================================================================================
(1)  Each share of Common Stock will have attached thereto the Preferred Stock
     Purchase Right issued pursuant to the Registrant's Rights Agreement.
     Pursuant to Rule 416(a) under the Securities Act of 1933 (the "Securities
     Act"), this Registration Statement also relates to such indeterminate
     number of additional shares of Common Stock of the Registrant (and any
     associated Rights) as may be issuable as a result of stock splits, stock
     dividends or similar transactions, as described in the Plan.

(2)  Pursuant to Rule 457(h), estimated solely for the purpose of computing the
     registration fee, based upon $41.4375 per share, which is the average of
     the high and low sales prices of the Common Stock reported on the New York
     Stock Exchange Composite Tape on January 23, 2001.

================================================================================
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The following documents have been previously filed by APW Ltd. (the
"Registrant") (Commission File No. 001-15851) with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934
(the "Exchange Act")  and are incorporated herein by reference:

 .         The Registrant's Annual Report on Form 10-K for the fiscal year ended
          August 31, 2000 filed on October 20, 2000.

 .         The Registrant's Form 10-Q for the quarter ended November 30, 2000
          filed on January 5, 2001.

 .         The description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 10, as amended, declared
          effective by the Commission on July 10, 2000 (the "Form 10").

 .         The description of the Registrant's Preferred Stock Purchase Rights
          contained in the Registrant's Registration Statement on Form 8-A filed
          on July 19, 2000.

        All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from their
respective dates of filing.

        Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be 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 hereof.

Item 4. Description of Securities.

        Not applicable. See third and fourth documents referenced in Item 3
above.

Item 5. Interests of Named Experts and Counsel.

        The legality of the securities registered hereunder will be passed upon
for the Registrant by Conyers Dill & Pearman, the Registrant's legal counsel.
The Registrant's Assistant Secretaries, Wayne Morgan and I.S. Outerbridge, are
members of Codan Services Limited, an affiliated company of Conyers Dill &
Pearman.

Item 6. Indemnification of Officers and Directors.

        The Bye-laws of APW Ltd. provide for indemnification of APW Ltd.'s
officers and directors against all liabilities, loss, damage or expense incurred
or suffered by an officer or director in his or her role as an officer or
director of APW Ltd. to the maximum extent permitted by Bermuda law. However,
the indemnification does not extend to any matter which would render it void
pursuant to the Companies Act 1981 as in effect from time to time in Bermuda.

                                       1
The Companies Act 1981 provides that a Bermuda company may indemnify its
officers and directors in respect of loss arising or liability attaching to them
as a result of any negligence, default, breach of duty or breach of trust of
which they may be guilty.  A company is also permitted to indemnify any officer
or director against any liability incurred by him or her in defending any
proceedings, whether civil or criminal, in which judgment is given in favor of
the director or officer, or in which he or she is acquitted, or in connection
with any application under relevant Bermuda legislation in which relief from
liability is granted to him or her by the court.  However, the Companies Act
1981 also states that any provision, whether contained in APW Ltd.'s Bye-laws or
in a contract or arrangement between APW Ltd. and the director, indemnifying a
director against liability which would attach to him in respect of his or her
fraud or dishonesty will be void.

        The directors and officers of APW Ltd. are also covered by directors'
and officers' insurance policies maintained by APW Ltd.

Item 7. Exemption from the Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        See Exhibit Index following Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.

Item 9. Undertakings.

        (a)  The undersigned Registrant hereby undertakes:

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

                  (i)    To include any prospectus required by Section 10(a)(3)
                         of the Securities Act of 1933;

                  (ii)   To reflect in the prospectus any facts or events
                         arising after the effective date of the Registration
                         Statement (or the most recent post-effective amendment
                         thereof) which, individually or in the aggregate,
                         represent a fundamental change in the information set
                         forth in the Registration Statement.  Notwithstanding
                         the foregoing, any increase or decrease in 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
                         Commission pursuant to Rule 424(b) if, in the
                         aggregate, the changes in volume and price represent no
                         more than a 20% change in the maximum aggregate
                         offering price set forth in the "Calculation of
                         Registration Fee" table in the effective Registration
                         Statement;

                  (iii)  To include any material information with respect to the
                         plan of distribution not previously disclosed in the
                         Registration Statement or any material change to such
                         information in the Registration Statement;

             provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section 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 the Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

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

                                       2
(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.

        (h)  Reference is made to the indemnification provisions described in
Item 6 of this Registration Statement.

             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.

                                       3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Village of Pewaukee, State of Wisconsin, on January 29,
2001.

                           APW LTD.

                           By:     /s/ MICHAEL S. DUFFEY
                              ---------------------------------------
                              Michael S. Duffey
                              Senior Vice President and Chief Financial Officer
                              (Principal Financial Officer of the Registrant)

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints, Richard G. Sim, Michael S. Duffey and Todd
Adams, and each of them, his true and lawful attorneys-in-fact and agents, for
him and in his name, place and stead in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission and any
other regulatory authority, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue thereof.

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

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

/s/ RICHARD G. SIM                      Chairman of the Board, President and
--------------------------------------  Chief Executive Officer and Director
Richard G. Sim                          (Principal Executive Officer of the
                                        Registrant)

/s/ MICHAEL S. DUFFEY                   Senior Vice President and Chief
--------------------------------------  Financial Officer
Michael S. Duffey                       (Principal Financial Officer of the
                                        Registrant)

/s/ TODD ADAMS                          Controller
--------------------------------------  (Principal Accounting Officer of the
Todd Adams                              Registrant)

/s/ GERALD T. MCGOEY                    Director
--------------------------------------
Gerald T. McGoey

/s/ PETER A. DOUGLAS                    Director
--------------------------------------
Peter A. Douglas

/s/ L. DENNIS KOZLOWSKI                 Director
--------------------------------------
L. Dennis Kozlowski

/s/ JACK L. HECKEL                      Director
--------------------------------------
Jack L. Heckel

/s/ JOHN ZIEMNIAK                       Director
--------------------------------------
John Ziemniak

/s/ JOHN J. MCDONOUGH                   Director
--------------------------------------
John J. McDonough

*Each of these signatures is affixed as of January 29, 2001.

                                      S-1
APW LTD.
                              (the "Registrant")
                        (Commission File No. 001-15851)

                                 EXHIBIT INDEX
                                      TO
                        FORM S-8 REGISTRATION STATEMENT
Exhibit                                                        Incorporated Herein                Filed
Number                  Description                              By Reference To                Herewith
------                  -----------                              ---------------                --------
4.1      Memorandum of Continuance of the            Exhibit 3.1 to Amendment No. 2 to the
         Registrant (dated as of May 30, 2000)       Registrant's Registration Statement on
                                                     Form 10 (the "Form 10") dated July 11,
                                                     2000.

4.2      Bye-laws of the Registrant (effective       Exhibit 3.2 to Amendment No. 2 to the
         as of May 30, 2000)                         Form 10 dated July 11, 2000.

4.3      Rights Agreement between APW Ltd.           Exhibit 4.1 to Amendment No. 1 of the
         and Firstar Bank, N.A., as Rights           Form 10 dated June 20, 2000.
         Agent

5.1      Opinion of Conyers Dill & Pearman as                                                       X
         to the legality of the securities to be
         issued

23.1     Consent of PricewaterhouseCoopers                                                          X
         LLP

23.2     Consent of Conyers Dill & Pearman                                                    Contained
                                                                                              in opinion
                                                                                              filed as
                                                                                              Exhibit 5.1

24.1     Powers of Attorney                                                                   Signatures
                                                                                              page to this
                                                                                              Registration
                                                                                              Statement

99.1     APW Ltd. 2001 Outside Directors'            Exhibit B to the Registrant's Proxy
         Stock Option Plan                           Statement filed on December 1, 2000.
E-1