<PAGE>   1
 
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 6, 1996.
 
                                                 REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ---------------------
                                    FORM S-8
 
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
                                  DIGICON INC.
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                                                       <C>
                   DELAWARE                                     76-0343152
         (State or other jurisdiction                        (I.R.S. Employer
      of incorporation or organization)                   Identification Number)
</TABLE>
 
                          3701 KIRBY DRIVE, SUITE 112
                              HOUSTON, TEXAS 77098
                                 (713) 526-5611
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)
                             ---------------------
          DIGICON INC. 1992 AMENDED AND RESTATED EMPLOYEE NONQUALIFIED
                               STOCK OPTION PLAN
 
                               DIGICON INC. 1992
                    NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                             (Full Title of Plans)
                             ---------------------
                               RICHARD W. MCNAIRY
                          3701 KIRBY DRIVE, SUITE 112
                              HOUSTON, TEXAS 77098
                                 (713) 526-5611
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
 
                                With copies to:
 
                               T. WILLIAM PORTER
                            PORTER & HEDGES, L.L.P.
                           700 LOUISIANA, SUITE 3500
                              HOUSTON, TEXAS 77002
                                 (713) 226-0600
                             ---------------------
                        CALCULATION OF REGISTRATION FEE

<TABLE>
================================================================================================
                                                 PROPOSED MAXIMUM PROPOSED MAXIMUM    AMOUNT OF
TITLE OF SECURITIES                AMOUNT TO BE   OFFERING PRICE      AGGREGATE     REGISTRATION
TO BE REGISTERED                   REGISTERED(1)   PER SHARE(2)   OFFERING PRICE(2)       FEE
- ------------------------------------------------------------------------------------------------
<S>                                <C>           <C>              <C>               <C>
Common Stock, par value $.01 per
  share...........................    1,358,333      $12.1875      $16,554, 683.43    $5,708.51
================================================================================================

</TABLE>
 
(1) Pursuant to Rule 416(a), also registered hereunder is an indeterminate
    number of shares of Common Stock issuable as a result of the anti-dilution
    provisions of the Plans.
 
(2) Pursuant to Rule 457(c), the registration fee is calculated on the basis of
    the average of the high and low sale prices for the Common Stock on the
    American Stock Exchange on August 1, 1996, which was $12.1875. Pursuant to
    Rule 457(h), the registration fee is calculated with respect to the maximum
    number of the registrant's securities issuable under the Plans.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   2
 
                                    PART II
 
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
 
     The contents of the following documents filed by Digicon Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") are incorporated into this registration statement (this
"Registration Statement") by reference:
 
          (a) the Company's Annual Report on Form 10-K for the year ended July
     31, 1995, as amended by Form 10-K/A filed July 14, 1996, and as amended by
     Form 10-K/A2 filed July 19, 1996;
 
          (b) the Company's Quarterly Reports on Form 10-Q for the quarters
     ended October 31, 1995, January 31, 1996, and April 30, 1996;
 
          (c) the Company's Current Reports on Form 8-K dated March 19, 1996,
     and May 17, 1996; and
 
          (d) the description of the Company's common stock, par value $.01 per
     share (the "Common Stock"), set forth under the caption "Registrant's
     Securities to be Registered" in the Company's registration statement on
     Form 8-A, dated June 26, 1991, and all amendments and reports filed
     thereafter 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 Securities Exchange Act of 1934, as amended
(the "Exchange Act") subsequent to the filing date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents. The Company will provide, without
charge, each participant in the Company's Amended and Restated 1992 Employee
Nonqualified Stock Option Plan and 1992 Stock Option Plan for Non-Employee
Directors, on written or oral request of such person, a copy (without exhibits,
unless such exhibits are specifically incorporated by reference) of any or all
of the documents incorporated by reference pursuant to this Item 3.
 
ITEM 4. DESCRIPTION OF SECURITIES.
 
     The Company has only one class of stock outstanding, Common Stock, par
value $.01 per share. At July 18, 1996, of the 20,000,000 authorized shares of
Common Stock, there were 11,332,352 shares outstanding. Each share of Common
Stock has one vote on all matters presented to the stockholders. Subject to the
rights and preferences of any preferred stock, par value $.01 per share, which
may be designated and issued, the holders of Common Stock are entitled to
receive dividends, if and when declared by the board of directors, and are
entitled on liquidation to all assets remaining after the payment of
liabilities. The Common Stock has no preemptive or other subscription rights.
Outstanding shares of Common Stock are, and the shares of Common Stock offered
hereby when issued and paid for will be, fully paid and nonassessable. Since the
Common Stock does not have cumulative voting rights, and holders of more than
50% of the shares may, if they choose to do so, elect all of the directors and,
in that event, the holders of the remaining shares will not be able to elect any
directors. ChaseMellon Shareholder Services, L.L.C., Dallas, Texas, is the
transfer agent and registrar for the Common Stock.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
     Not applicable.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     Section 145 of the General Corporation Law of the State of Delaware permits
a corporation to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed
 
                                      II-1
<PAGE>   3
 
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he 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 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.
 
     In a suit brought to obtain a judgment in the corporation's favor, whether
by the corporation itself or derivatively by a stockholder, the corporation may
only indemnify for expenses (including attorneys' fees), actually and reasonably
incurred in connection with the defense or settlement of the case, and the
corporation may not indemnify for amounts paid in satisfaction of a judgment or
in settlement of the claim. In any such action, no indemnification may be paid
in respect of any claim, issue or matter as to which such persons shall have
been adjudged liable to the corporation except as otherwise approved by the
Delaware Court of Chancery or the court in which the claim was brought. In any
other type of proceeding, the indemnification may extend to judgments, fines and
amounts paid in settlement, actually and reasonably incurred in connection with
such other proceeding, as well as to expenses (including attorneys' fees).
 
     The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. There are additional limitations applicable to
criminal actions and to actions brought by or in the name of the corporation.
The determination as to whether a person seeking indemnification has met the
required standard of conduct is to be made (i) by a majority vote of a quorum of
disinterested members of the board of directors, or (ii) by independent legal
counsel in a written opinion, if such a quorum does not exist or if the
disinterested directors so direct, or (iii) by the stockholders.
 
     The certificate of incorporation and bylaws of the Company require the
Company to indemnify the Company's directors and officers to the fullest extent
permitted under Delaware law, and to implement provisions pursuant to
contractual indemnity agreements the Company has entered into with its directors
and executive officers. The Company's Certificate of Incorporation limits the
personal liability of a director to the corporation or its stockholders to
damages for breach of the director's fiduciary duty.
 
     The Company has purchased insurance on behalf of its directors and officers
against certain liabilities that may be asserted against, or incurred by, such
persons in their capacities as directors or officers of the registrant, or that
may arise out of their status as directors or officers of the registrant,
including liabilities under the federal and state securities laws.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
 
     Not applicable.
 
ITEM 8. EXHIBITS.
 
<TABLE>
<CAPTION>
      EXHIBIT                                      DESCRIPTION
- -------------------- ------------------------------------------------------------------------
<S>                  <C>
        *4.1         -- Specimen certificate for shares of the Company's common stock, par
                        value $.01 per share.
        *4.2         -- Digicon Inc. Amended and Restated 1992 Employee Nonqualified Stock
                        Option Plan.
        *4.3         -- Digicon Inc. 1992 Non-Employee Director Stock Option Plan.
        *5.1         -- Opinion of Porter & Hedges, L.L.P.
       *23.1         -- Consent of Deloitte & Touche LLP
       *23.2         -- Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1 opinion).
       *24.1         -- Power of Attorney (included on the signature page hereto).
</TABLE>
 
- ---------------
 
* Filed herewith
 
                                      II-2
<PAGE>   4
 
ITEM 9. UNDERTAKINGS.
 
  A. Undertaking to Update
 
     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, as amended (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 by the registrant
     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. Undertaking With Respect to Documents Incorporated by Reference
 
     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 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. Undertaking with Respect to Delivery of Documents
 
     (1) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the documents constituting the prospectus, to each participant to
whom such prospectus is sent or given, a copy of the registrant's annual report
to stockholders for its last fiscal year, unless such participant otherwise has
received a copy of such report in which case the registrant shall state in such
prospectus that it will promptly furnish, without charge, a copy of such report
on written request of the participant.
 
     (2) The undersigned registrant hereby undertakes to transmit or cause to be
transmitted to all participants who do not otherwise receive such material as
stockholders of the registrant, at the time and in the manner such material is
sent to its stockholders, copies of all reports, proxy statements and other
communications distributed to its stockholders generally.
 
  D. Undertaking With Respect to Indemnification
 
     Insofar as indemnification for liabilities arising under the Securities Act
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 Commission such indemnification is
against public policy
 
                                      II-3
<PAGE>   5
 
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 registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
 
                                      II-4
<PAGE>   6
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Stephen J. Ludlow and Richard W. McNairy, and
each of them, either of whom may act without joinder of the other, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, 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, and each of them, or the substitute or substitutes
of either of them, may lawfully do or cause to be done by virtue hereof.
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act, 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 Houston, State of Texas, on August 6, 1996.
 
                                            DIGICON INC.
 
                                            By:   /s/  STEPHEN J. LUDLOW
                                             ----------------------------------
                                              Stephen J. Ludlow, President and
                                                  Chief Executive Officer
 
     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the indicated capacities
and on the 6th day of August, 1996.
 
<TABLE>
<CAPTION>
                  SIGNATURE                                         TITLE
- ---------------------------------------------    --------------------------------------------
<S>                                              <C>
          /s/  DOUGLAS B. THOMPSON                    Director and Chairman of the Board
- ---------------------------------------------
             Douglas B. Thompson

           /s/  STEPHEN J. LUDLOW                  Director, President and Chief Executive
- ---------------------------------------------                      Officer
              Stephen J. Ludlow

           /s/  RICHARD W. McNAIRY                         Chief Financial Officer
- ---------------------------------------------
             Richard W. McNairy

          /s/  CHARLES H. ACKERMAN                       Principal Accounting Officer
- ---------------------------------------------
             Charles H. Ackerman

            /s/  GEORGE F. BAKER                                   Director
- ---------------------------------------------
               George F. Baker

           /s/  CLAYTON P. CORMIER                                 Director
- ---------------------------------------------
             Clayton P. Cormier

           /s/  STEVEN J. GILBERT                                  Director
- ---------------------------------------------
              Steven J. Gilbert

             /s/  JACK C. THREET                                   Director
- ---------------------------------------------
               Jack C. Threet
</TABLE>
 
                                      II-5
<PAGE>   7
 
                               INDEX TO EXHIBITS
 
<TABLE>
<CAPTION>
      EXHIBIT                                      DESCRIPTION
- -------------------- ------------------------------------------------------------------------
<C>                  <S>
        *4.1         -- Specimen certificate for shares of the Company's common stock, par
                        value $.01 per share.

        *4.2         -- Digicon Inc. Amended and Restated 1992 Employee Nonqualified Stock
                        Option Plan.

        *4.3         -- Digicon Inc. 1992 Stock Option Plan for Non-Employee Directors.

        *5.1         -- Opinion of Porter & Hedges, L.L.P.

       *23.1         -- Consent of Deloitte & Touche LLP

       *23.2         -- Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1 opinion).

       *24.1         -- Power of Attorney (included on the signature page hereto).
</TABLE>
 
- ---------------
 
* Filed herewith
[{"type": "S-8", "sequence": "1", "description": "DIGICON INC.", "secsgml_size_bytes": 21551}]
{"company-data": {"conformed-name": "DIGICON INC", "cik": "0000028866", "assigned-sic": "1382", "irs-number": "760343152", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09679", "film-number": "96604642"}, "business-address": {"street1": "3701 KIRBY DR", "street2": "STE 112", "city": "HOUSTON", "state": "TX", "zip": "77098", "phone": "7135265611"}, "mail-address": {"street1": "3701 KIRBY DRIVE SUITE 112", "city": "HOUSTON", "state": "TX", "zip": "77098"}}
1
 
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 6, 1996.
 
                                                 REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ---------------------
                                    FORM S-8
 
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
                                  DIGICON INC.
             (Exact name of registrant as specified in its charter)
DELAWARE                                     76-0343152
         (State or other jurisdiction                        (I.R.S. Employer
      of incorporation or organization)                   Identification Number)
3701 KIRBY DRIVE, SUITE 112
                              HOUSTON, TEXAS 77098
                                 (713) 526-5611
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)
                             ---------------------
          DIGICON INC. 1992 AMENDED AND RESTATED EMPLOYEE NONQUALIFIED
                               STOCK OPTION PLAN
 
                               DIGICON INC. 1992
                    NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                             (Full Title of Plans)
                             ---------------------
                               RICHARD W. MCNAIRY
                          3701 KIRBY DRIVE, SUITE 112
                              HOUSTON, TEXAS 77098
                                 (713) 526-5611
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
 
                                With copies to:
 
                               T. WILLIAM PORTER
                            PORTER & HEDGES, L.L.P.
                           700 LOUISIANA, SUITE 3500
                              HOUSTON, TEXAS 77002
                                 (713) 226-0600
                             ---------------------
                        CALCULATION OF REGISTRATION FEE

================================================================================================
                                                 PROPOSED MAXIMUM PROPOSED MAXIMUM    AMOUNT OF
TITLE OF SECURITIES                AMOUNT TO BE   OFFERING PRICE      AGGREGATE     REGISTRATION
TO BE REGISTERED                   REGISTERED(1)   PER SHARE(2)   OFFERING PRICE(2)       FEE
- ------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per
  share...........................    1,358,333      $12.1875      $16,554, 683.43    $5,708.51
================================================================================================
(1) Pursuant to Rule 416(a), also registered hereunder is an indeterminate
    number of shares of Common Stock issuable as a result of the anti-dilution
    provisions of the Plans.
 
(2) Pursuant to Rule 457(c), the registration fee is calculated on the basis of
    the average of the high and low sale prices for the Common Stock on the
    American Stock Exchange on August 1, 1996, which was $12.1875. Pursuant to
    Rule 457(h), the registration fee is calculated with respect to the maximum
    number of the registrant's securities issuable under the Plans.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2
 
                                    PART II
 
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
 
     The contents of the following documents filed by Digicon Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") are incorporated into this registration statement (this
"Registration Statement") by reference:
 
          (a) the Company's Annual Report on Form 10-K for the year ended July
     31, 1995, as amended by Form 10-K/A filed July 14, 1996, and as amended by
     Form 10-K/A2 filed July 19, 1996;
 
          (b) the Company's Quarterly Reports on Form 10-Q for the quarters
     ended October 31, 1995, January 31, 1996, and April 30, 1996;
 
          (c) the Company's Current Reports on Form 8-K dated March 19, 1996,
     and May 17, 1996; and
 
          (d) the description of the Company's common stock, par value $.01 per
     share (the "Common Stock"), set forth under the caption "Registrant's
     Securities to be Registered" in the Company's registration statement on
     Form 8-A, dated June 26, 1991, and all amendments and reports filed
     thereafter 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 Securities Exchange Act of 1934, as amended
(the "Exchange Act") subsequent to the filing date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents. The Company will provide, without
charge, each participant in the Company's Amended and Restated 1992 Employee
Nonqualified Stock Option Plan and 1992 Stock Option Plan for Non-Employee
Directors, on written or oral request of such person, a copy (without exhibits,
unless such exhibits are specifically incorporated by reference) of any or all
of the documents incorporated by reference pursuant to this Item 3.
 
ITEM 4. DESCRIPTION OF SECURITIES.
 
     The Company has only one class of stock outstanding, Common Stock, par
value $.01 per share. At July 18, 1996, of the 20,000,000 authorized shares of
Common Stock, there were 11,332,352 shares outstanding. Each share of Common
Stock has one vote on all matters presented to the stockholders. Subject to the
rights and preferences of any preferred stock, par value $.01 per share, which
may be designated and issued, the holders of Common Stock are entitled to
receive dividends, if and when declared by the board of directors, and are
entitled on liquidation to all assets remaining after the payment of
liabilities. The Common Stock has no preemptive or other subscription rights.
Outstanding shares of Common Stock are, and the shares of Common Stock offered
hereby when issued and paid for will be, fully paid and nonassessable. Since the
Common Stock does not have cumulative voting rights, and holders of more than
50% of the shares may, if they choose to do so, elect all of the directors and,
in that event, the holders of the remaining shares will not be able to elect any
directors. ChaseMellon Shareholder Services, L.L.C., Dallas, Texas, is the
transfer agent and registrar for the Common Stock.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
     Not applicable.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     Section 145 of the General Corporation Law of the State of Delaware permits
a corporation to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed
 
                                      II-1
3
 
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he 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 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.
 
     In a suit brought to obtain a judgment in the corporation's favor, whether
by the corporation itself or derivatively by a stockholder, the corporation may
only indemnify for expenses (including attorneys' fees), actually and reasonably
incurred in connection with the defense or settlement of the case, and the
corporation may not indemnify for amounts paid in satisfaction of a judgment or
in settlement of the claim. In any such action, no indemnification may be paid
in respect of any claim, issue or matter as to which such persons shall have
been adjudged liable to the corporation except as otherwise approved by the
Delaware Court of Chancery or the court in which the claim was brought. In any
other type of proceeding, the indemnification may extend to judgments, fines and
amounts paid in settlement, actually and reasonably incurred in connection with
such other proceeding, as well as to expenses (including attorneys' fees).
 
     The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. There are additional limitations applicable to
criminal actions and to actions brought by or in the name of the corporation.
The determination as to whether a person seeking indemnification has met the
required standard of conduct is to be made (i) by a majority vote of a quorum of
disinterested members of the board of directors, or (ii) by independent legal
counsel in a written opinion, if such a quorum does not exist or if the
disinterested directors so direct, or (iii) by the stockholders.
 
     The certificate of incorporation and bylaws of the Company require the
Company to indemnify the Company's directors and officers to the fullest extent
permitted under Delaware law, and to implement provisions pursuant to
contractual indemnity agreements the Company has entered into with its directors
and executive officers. The Company's Certificate of Incorporation limits the
personal liability of a director to the corporation or its stockholders to
damages for breach of the director's fiduciary duty.
 
     The Company has purchased insurance on behalf of its directors and officers
against certain liabilities that may be asserted against, or incurred by, such
persons in their capacities as directors or officers of the registrant, or that
may arise out of their status as directors or officers of the registrant,
including liabilities under the federal and state securities laws.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
 
     Not applicable.
 
ITEM 8. EXHIBITS.
EXHIBIT                                      DESCRIPTION
- -------------------- ------------------------------------------------------------------------
*4.1         -- Specimen certificate for shares of the Company's common stock, par
                        value $.01 per share.
        *4.2         -- Digicon Inc. Amended and Restated 1992 Employee Nonqualified Stock
                        Option Plan.
        *4.3         -- Digicon Inc. 1992 Non-Employee Director Stock Option Plan.
        *5.1         -- Opinion of Porter & Hedges, L.L.P.
       *23.1         -- Consent of Deloitte & Touche LLP
       *23.2         -- Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1 opinion).
       *24.1         -- Power of Attorney (included on the signature page hereto).
- ---------------
 
* Filed herewith
 
                                      II-2
4
 
ITEM 9. UNDERTAKINGS.
 
  A. Undertaking to Update
 
     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, as amended (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 by the registrant
     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. Undertaking With Respect to Documents Incorporated by Reference
 
     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 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. Undertaking with Respect to Delivery of Documents
 
     (1) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the documents constituting the prospectus, to each participant to
whom such prospectus is sent or given, a copy of the registrant's annual report
to stockholders for its last fiscal year, unless such participant otherwise has
received a copy of such report in which case the registrant shall state in such
prospectus that it will promptly furnish, without charge, a copy of such report
on written request of the participant.
 
     (2) The undersigned registrant hereby undertakes to transmit or cause to be
transmitted to all participants who do not otherwise receive such material as
stockholders of the registrant, at the time and in the manner such material is
sent to its stockholders, copies of all reports, proxy statements and other
communications distributed to its stockholders generally.
 
  D. Undertaking With Respect to Indemnification
 
     Insofar as indemnification for liabilities arising under the Securities Act
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 Commission such indemnification is
against public policy
 
                                      II-3
5
 
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 registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
 
                                      II-4
6
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Stephen J. Ludlow and Richard W. McNairy, and
each of them, either of whom may act without joinder of the other, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, 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, and each of them, or the substitute or substitutes
of either of them, may lawfully do or cause to be done by virtue hereof.
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act, 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 Houston, State of Texas, on August 6, 1996.
 
                                            DIGICON INC.
 
                                            By:   /s/  STEPHEN J. LUDLOW
                                             ----------------------------------
                                              Stephen J. Ludlow, President and
                                                  Chief Executive Officer
 
     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the indicated capacities
and on the 6th day of August, 1996.
SIGNATURE                                         TITLE
- ---------------------------------------------    --------------------------------------------
/s/  DOUGLAS B. THOMPSON                    Director and Chairman of the Board
- ---------------------------------------------
             Douglas B. Thompson

           /s/  STEPHEN J. LUDLOW                  Director, President and Chief Executive
- ---------------------------------------------                      Officer
              Stephen J. Ludlow

           /s/  RICHARD W. McNAIRY                         Chief Financial Officer
- ---------------------------------------------
             Richard W. McNairy

          /s/  CHARLES H. ACKERMAN                       Principal Accounting Officer
- ---------------------------------------------
             Charles H. Ackerman

            /s/  GEORGE F. BAKER                                   Director
- ---------------------------------------------
               George F. Baker

           /s/  CLAYTON P. CORMIER                                 Director
- ---------------------------------------------
             Clayton P. Cormier

           /s/  STEVEN J. GILBERT                                  Director
- ---------------------------------------------
              Steven J. Gilbert

             /s/  JACK C. THREET                                   Director
- ---------------------------------------------
               Jack C. Threet
II-5
7
 
                               INDEX TO EXHIBITS
EXHIBIT                                      DESCRIPTION
- -------------------- ------------------------------------------------------------------------
*4.1         -- Specimen certificate for shares of the Company's common stock, par
                        value $.01 per share.

        *4.2         -- Digicon Inc. Amended and Restated 1992 Employee Nonqualified Stock
                        Option Plan.

        *4.3         -- Digicon Inc. 1992 Stock Option Plan for Non-Employee Directors.

        *5.1         -- Opinion of Porter & Hedges, L.L.P.

       *23.1         -- Consent of Deloitte & Touche LLP

       *23.2         -- Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1 opinion).

       *24.1         -- Power of Attorney (included on the signature page hereto).
- ---------------
 
* Filed herewith