<PAGE>

As filed with the Securities and Exchange Commission on January 31, 2002
                                                      Registration No. 333-_____

________________________________________________________________________________

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

               Delaware                                  36-4360035
       (State of Incorporation)                       (I.R.S. Employer
                                                   Identification Number)

                7444 West Wilson Avenue, Chicago, Illinois 60706
   (Address, including Zip Code, of Registrant's Principal Executive Offices)

         Stratos Lightwave, Inc. 2002 Stock Plan for Acquired Companies
                            (Full Title of the Plan)

                                James W. McGinley
                                    President
                             Stratos Lightwave, Inc.
                             7444 West Wilson Avenue
                             Chicago, Illinois 60706
                                 (708) 867-9600
           (Name, Address, and Telephone Number of Agent For Service)

                                   Copies to:
                              James W. Ashley, Jr.
                              Lord, Bissell & Brook
                            115 South LaSalle Street
                             Chicago, Illinois 60603
                                 (312) 443-0700

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                                       CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
Title of securities              Amount to be     Proposed maximum      Proposed maximum        Amount of
to be registered                 registered (1)   offering price per    aggregate offering      registration
                                                  share                 price                   fee
----------------------------------------------------------------------------------------------------------------
<S>                              <C>              <C>                   <C>                     <C>
Common Stock, $0.01 par value        550,000            $5.85 (2)           $3,217,500 (2)        $296.01 (2)
----------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Together with an indeterminant number of additional shares of common stock
      which may be necessary to adjust the number of shares reserved for
      issuance pursuant to the plan as a result of any future stock split, stock
      dividend or similar adjustment of the outstanding common stock pursuant to
      Rule 416(c) of the Securities Act of 1933.
(2)   Estimated pursuant to Rule 457(c) and (h) of the Securities Act of 1933
      solely for the purpose of calculating the registration fee and based on
      the average of the high and low prices of the common stock as reported on
      the Nasdaq National Market on January 28, 2002.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

Item 3.   Incorporation of Documents by Reference.
          ---------------------------------------

     The Registrant hereby incorporates by reference into this registration
statement the documents listed below which have previously been filed with the
Securities and Exchange Commission (the "Commission"):

     1.   The Registrant's Annual Report on Form 10-K for the fiscal year ended
          April 30, 2001;

     2.   The Company's Quarterly Report on Form 10-Q for the quarter ended July
          31, 2001;

     3.   The Company's Quarterly Report on Form 10-Q for the quarter ended
          October 31, 2001; and

     4.   The description of the shares of the Registrant's common stock, $0.01
          par value per share, contained in the Registrant's Form 8-As filed on
          June 22, 2000 and March 28, 2001, including any amendment or report
          filed for the purpose of updating such descriptions.

     In addition, each document or report subsequently filed by the Registrant
with the Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") after the date
of this registration statement, but prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered by this registration statement have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference into this registration statement. Each document or report incorporated
into this registration statement by reference shall be deemed to be a part of
this registration statement from the date of the filing of such document with
the Commission until the information contained therein is superseded or updated
by any subsequently filed document which is incorporated by reference into this
registration statement or by any subsequently filed amendment to this
registration statement.

Item 4.   Description of Securities.
          -------------------------

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

     Not Applicable.

<PAGE>

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

     Section 145 of the Delaware General Corporation Law permits indemnification
of officers, directors and other corporate agents under certain circumstances
and subject to certain limitations. The Company's certificate of incorporation
and bylaws provide that the Company shall indemnify its directors, officers,
employees and agents to the full extent permitted by Delaware General
Corporation Law, including in circumstances in which indemnification is
otherwise discretionary under Delaware law. In addition, the Company has entered
into separate indemnification agreements with its directors and officers which
would require the Company, among other things, to indemnify them against certain
liabilities which may arise by reason of their status or service (other than
liabilities arising from willful misconduct of a culpable nature). The Company
also maintains director and officer liability insurance. These indemnification
provisions and the indemnification agreements may be sufficiently broad to
permit indemnification of the Company's officers and directors for liabilities
(including reimbursement of expenses incurred) arising under the Securities Act.

     Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed 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.
See also related undertakings in Item 9 below.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

     Not applicable.

Item 8.  Exhibits.
         --------

3.1      Restated Certificate of Incorporation dated June 5, 2000 (incorporated
         by reference to Exhibit 3.2 to the Company's Registration Statement on
         Form S-1, Registration No. 333-34864)

3.2      By-laws (incorporated by reference to Exhibit 3.3 to the Company's
         Registration Statement on Form S-1, Registration No. 333-34864)

5.1      Opinion of Lord, Bissell & Brook

23.1     Consent of Ernst & Young LLP, independent auditors

23.2     Consent of Lord, Bissell & Brook (included in Exhibit 5.1)

24.1     Power of Attorney (included on signature page)

99.1     Stratos Lightwave, Inc. 2002 Stock Plan for Acquired Companies

<PAGE>

Item 9.  Undertakings.
         ------------

     The undersigned Company hereby undertakes:

     A.  (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; and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, that paragraphs
(1)(i) and (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 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.

         (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.  That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     C.  Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the Company, the Company has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the 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 of 1933 and will be
governed by the final adjudication of such issue.

<PAGE>

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on January 29, 2002.

                                     STRATOS LIGHTWAVE, INC.

                                     By:  /s/ James W. McGinley
                                         ---------------------------------------
                                     Name: James W. McGinley
                                     Its:  President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints James W. McGinley and David A. Slack and
each of them with power to act without the other, as his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments and supplements to this Registration
Statement, and to file the same, or cause to be filed the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent full power to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that any said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

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


NAME AND CAPACITY                                            DATE
-----------------                                            ----

  /s/ James W. McGinley                                      January 29, 2002
------------------------------------------------
James W. McGinley
President and Chief Executive Officer (Principal
Executive Officer); Director


  /s/ David A. Slack                                         January 29, 2002
------------------------------------------------
David A. Slack
Chief Financial Officer (Principal Financial and
Accounting Officer)

<PAGE>

 /s/ Michael P. Galvin                                          January 29, 2002
----------------------------------------
Michael P. Galvin
Director


 /s/ Brian J. Jackman                                           January 29, 2002
----------------------------------------
Brian J. Jackman
Director


________________________________________                        January 29, 2002
C. Daniel Nelsen
Director

 /s/ Edward J. O'Connell                                        January 29, 2002
----------------------------------------
Edward J. O'Connell
Director

<PAGE>

                                INDEX TO EXHIBITS

Exhibit
Number    Description of Exhibit
------    ----------------------

3.1       Restated Certificate of Incorporation dated June 5, 2000 (incorporated
          by reference to Exhibit 3.2 to the Company's Registration Statement on
          Form S-1, Registration No. 333-34864)

3.2       By-laws (incorporated by reference to Exhibit 3.3 to the Company's
          Registration Statement on Form S-1, Registration No. 333-34864)

5.1       Opinion of Lord, Bissell & Brook

23.1      Consent of Ernst & Young LLP, independent auditors

23.2      Consent of Lord, Bissell & Brook (included in Exhibit 5.1)

24.1      Power of Attorney (included on signature page)

99.1      Stratos Lightwave, Inc. 2002 Stock Plan for Acquired Companies
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 15762}]
{"company-data": {"conformed-name": "STRATOS LIGHTWAVE INC", "cik": "0001111721", "assigned-sic": "3674", "irs-number": "364360035", "state-of-incorporation": "DE", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81836", "film-number": "02523929"}, "business-address": {"street1": "7444 WEST WILSON AVENUE", "city": "CHICAGO", "state": "IL", "zip": "60656", "phone": "7088679600"}}
As filed with the Securities and Exchange Commission on January 31, 2002
                                                      Registration No. 333-_____

________________________________________________________________________________

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

               Delaware                                  36-4360035
       (State of Incorporation)                       (I.R.S. Employer
                                                   Identification Number)

                7444 West Wilson Avenue, Chicago, Illinois 60706
   (Address, including Zip Code, of Registrant's Principal Executive Offices)

         Stratos Lightwave, Inc. 2002 Stock Plan for Acquired Companies
                            (Full Title of the Plan)

                                James W. McGinley
                                    President
                             Stratos Lightwave, Inc.
                             7444 West Wilson Avenue
                             Chicago, Illinois 60706
                                 (708) 867-9600
           (Name, Address, and Telephone Number of Agent For Service)

                                   Copies to:
                              James W. Ashley, Jr.
                              Lord, Bissell & Brook
                            115 South LaSalle Street
                             Chicago, Illinois 60603
                                 (312) 443-0700
----------------------------------------------------------------------------------------------------------------
                                       CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
Title of securities              Amount to be     Proposed maximum      Proposed maximum        Amount of
to be registered                 registered (1)   offering price per    aggregate offering      registration
                                                  share                 price                   fee
----------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value        550,000            $5.85 (2)           $3,217,500 (2)        $296.01 (2)
----------------------------------------------------------------------------------------------------------------
(1)   Together with an indeterminant number of additional shares of common stock
      which may be necessary to adjust the number of shares reserved for
      issuance pursuant to the plan as a result of any future stock split, stock
      dividend or similar adjustment of the outstanding common stock pursuant to
      Rule 416(c) of the Securities Act of 1933.
(2)   Estimated pursuant to Rule 457(c) and (h) of the Securities Act of 1933
      solely for the purpose of calculating the registration fee and based on
      the average of the high and low prices of the common stock as reported on
      the Nasdaq National Market on January 28, 2002.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

Item 3.   Incorporation of Documents by Reference.
          ---------------------------------------

     The Registrant hereby incorporates by reference into this registration
statement the documents listed below which have previously been filed with the
Securities and Exchange Commission (the "Commission"):

     1.   The Registrant's Annual Report on Form 10-K for the fiscal year ended
          April 30, 2001;

     2.   The Company's Quarterly Report on Form 10-Q for the quarter ended July
          31, 2001;

     3.   The Company's Quarterly Report on Form 10-Q for the quarter ended
          October 31, 2001; and

     4.   The description of the shares of the Registrant's common stock, $0.01
          par value per share, contained in the Registrant's Form 8-As filed on
          June 22, 2000 and March 28, 2001, including any amendment or report
          filed for the purpose of updating such descriptions.

     In addition, each document or report subsequently filed by the Registrant
with the Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") after the date
of this registration statement, but prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered by this registration statement have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference into this registration statement. Each document or report incorporated
into this registration statement by reference shall be deemed to be a part of
this registration statement from the date of the filing of such document with
the Commission until the information contained therein is superseded or updated
by any subsequently filed document which is incorporated by reference into this
registration statement or by any subsequently filed amendment to this
registration statement.

Item 4.   Description of Securities.
          -------------------------

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

     Not Applicable.
Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

     Section 145 of the Delaware General Corporation Law permits indemnification
of officers, directors and other corporate agents under certain circumstances
and subject to certain limitations. The Company's certificate of incorporation
and bylaws provide that the Company shall indemnify its directors, officers,
employees and agents to the full extent permitted by Delaware General
Corporation Law, including in circumstances in which indemnification is
otherwise discretionary under Delaware law. In addition, the Company has entered
into separate indemnification agreements with its directors and officers which
would require the Company, among other things, to indemnify them against certain
liabilities which may arise by reason of their status or service (other than
liabilities arising from willful misconduct of a culpable nature). The Company
also maintains director and officer liability insurance. These indemnification
provisions and the indemnification agreements may be sufficiently broad to
permit indemnification of the Company's officers and directors for liabilities
(including reimbursement of expenses incurred) arising under the Securities Act.

     Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed 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.
See also related undertakings in Item 9 below.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

     Not applicable.

Item 8.  Exhibits.
         --------

3.1      Restated Certificate of Incorporation dated June 5, 2000 (incorporated
         by reference to Exhibit 3.2 to the Company's Registration Statement on
         Form S-1, Registration No. 333-34864)

3.2      By-laws (incorporated by reference to Exhibit 3.3 to the Company's
         Registration Statement on Form S-1, Registration No. 333-34864)

5.1      Opinion of Lord, Bissell & Brook

23.1     Consent of Ernst & Young LLP, independent auditors

23.2     Consent of Lord, Bissell & Brook (included in Exhibit 5.1)

24.1     Power of Attorney (included on signature page)

99.1     Stratos Lightwave, Inc. 2002 Stock Plan for Acquired Companies
Item 9.  Undertakings.
         ------------

     The undersigned Company hereby undertakes:

     A.  (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; and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, that paragraphs
(1)(i) and (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 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.

         (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.  That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     C.  Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the Company, the Company has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the 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 of 1933 and will be
governed by the final adjudication of such issue.
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on January 29, 2002.

                                     STRATOS LIGHTWAVE, INC.

                                     By:  /s/ James W. McGinley
                                         ---------------------------------------
                                     Name: James W. McGinley
                                     Its:  President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints James W. McGinley and David A. Slack and
each of them with power to act without the other, as his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments and supplements to this Registration
Statement, and to file the same, or cause to be filed the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent full power to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that any said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

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

NAME AND CAPACITY                                            DATE
-----------------                                            ----

  /s/ James W. McGinley                                      January 29, 2002
------------------------------------------------
James W. McGinley
President and Chief Executive Officer (Principal
Executive Officer); Director

  /s/ David A. Slack                                         January 29, 2002
------------------------------------------------
David A. Slack
Chief Financial Officer (Principal Financial and
Accounting Officer)
/s/ Michael P. Galvin                                          January 29, 2002
----------------------------------------
Michael P. Galvin
Director

 /s/ Brian J. Jackman                                           January 29, 2002
----------------------------------------
Brian J. Jackman
Director

________________________________________                        January 29, 2002
C. Daniel Nelsen
Director

 /s/ Edward J. O'Connell                                        January 29, 2002
----------------------------------------
Edward J. O'Connell
Director
INDEX TO EXHIBITS

Exhibit
Number    Description of Exhibit
------    ----------------------

3.1       Restated Certificate of Incorporation dated June 5, 2000 (incorporated
          by reference to Exhibit 3.2 to the Company's Registration Statement on
          Form S-1, Registration No. 333-34864)

3.2       By-laws (incorporated by reference to Exhibit 3.3 to the Company's
          Registration Statement on Form S-1, Registration No. 333-34864)

5.1       Opinion of Lord, Bissell & Brook

23.1      Consent of Ernst & Young LLP, independent auditors

23.2      Consent of Lord, Bissell & Brook (included in Exhibit 5.1)

24.1      Power of Attorney (included on signature page)

99.1      Stratos Lightwave, Inc. 2002 Stock Plan for Acquired Companies