<PAGE>   1


     As filed with the Securities and Exchange Commission on June 11, 1999
                         Registration No. 333-
                                              -------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                              ELTRAX SYSTEMS, INC.
       (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS GOVERNING INSTRUMENT)
            MINNESOTA                                   41-1484525
 (State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
  Incorporation or Organization)

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

                                2000 TOWN CENTER
                                    SUITE 690
                           SOUTHFIELD, MICHIGAN 48075
                    (Address of Principal Executive Offices)


                            1998 STOCK INCENTIVE PLAN
                            (Full title of the plan)


                               WILLIAM P. O'REILLY
                              CHAIRMAN OF THE BOARD
                              ELTRAX SYSTEMS, INC.
                                2000 TOWN CENTER
                                    SUITE 690
                           SOUTHFIELD, MICHIGAN 48075
                                 (248) 358-1699
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)

                        Copies of all correspondence to:

                             JEFFREY L. FORMAN, ESQ.
                        JAFFE, RAITT, HEUER & WEISS, P.C.
                               ONE WOODWARD AVENUE
                                   SUITE 2400
                             DETROIT, MICHIGAN 48226

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================


TITLE OF SECURITIES                   AMOUNT TO BE       PROPOSED MAXIMUM               PROPOSED MAXIMUM               AMOUNT OF
TO BE REGISTERED                       REGISTERED   OFFERING PRICE PER SHARE (1)   AGGREGATE OFFERING PRICE (1)    REGISTRATION FEE
----------------                       ----------   ----------------------------   ----------------------------    ----------------

<S>                                   <C>             <C>                          <C>                             <C>
Common Stock, par value $.01 per       2,500,000             $4.12                      $10,300,000                     $2,863.40
share

====================================================================================================================================
</TABLE>


 (1) Computed in accordance with Rules 457(h) under the Securities Act of 1933.
     Such computation is based on the weighted average exercise price of $4.12
     per share covering 2,500,000 outstanding options.


<PAGE>   2


                                     PART I

ITEM 1.  PLAN INFORMATION

         The documents containing the information specified in this Item 1 will
be sent or given to employees, officers, directors or others as specified by
Rule 428(b)(1). In accordance with the rules and regulations of the Securities
and Exchange Commission (the "Commission") and the instructions to Form S-8,
such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

ITEM 2.  REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         The documents containing the information specified in this Item 2 will
be sent or given to employees, officers, directors or others as specified by
Rule 428(b)(1). In accordance with the rules and regulations of the Commission
and the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed with the Commission are incorporated
herein by reference:

         1. Eltrax's Annual Report on Form 10-K for the year ended December 31,
            1998, filed with the Commission on March 27, 1999, as amended by
            Form 10-K/A filed April 30, 1999.

         2. The description of the Common Stock contained in Eltrax's
            Registration Statement on Form 8-A (File No. 0-22190).

         3. Eltrax's Current Report on Form 8-K dated March 25, 1999 and filed
            with the Commission on March 30, 1999.

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

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

ITEM 4.   DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the shares of Eltrax common stock to be issued pursuant
to this registration statement will be passed upon by Jaffe, Raitt, Heuer &
Weiss, P.C. As of June 10, 1999, certain shareholders of Jaffe, Raitt, Heuer &
Weiss, P.C. beneficially owned 88,695 shares of Eltrax common stock.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Article V of Eltrax's Amended and Restated Articles of Incorporation
limits the liability of its directors to the fullest extent permitted by the
Minnesota Business Corporation Act (the "MBCA"). Specifically, directors of
Eltrax will not be personally liable for monetary damages for breach of

                                      -2-
<PAGE>   3

fiduciary duty as directors, except liability for (1) any breach of the duty of
loyalty to Eltrax or its shareholders, (2) acts or omissions not in good faith
or that involve intentional misconduct or a knowing violation of law, (3)
dividends or other distributions of corporate assets that are in contravention
of certain statutory or contractual restrictions, (4) violations of certain
Minnesota securities laws, or (5) any transaction from which the director
derives an improper personal benefit.

         Article IV of Eltrax's Amended and Restated Articles of Incorporation
gives Eltrax the power and authority to provide indemnification to officers,
directors, employees and agents of Eltrax to the fullest extent permissible
under the MBCA. Section 302A.521 of the MBCA requires that a company indemnify
any director, officer or employee made or threatened to be made a party to a
proceeding, by reason of the former or present official capacity of the person,
against judgments, penalties, fines, settlements and reasonable expenses
incurred in connection with the proceeding if certain statutory standards are
met. "Proceeding" means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including a derivative
action in the name of the company. Reference is made to the detailed terms of
Section 302A.531 of the MBCA for a complete statement of such indemnification
rights.

         Article VII of Eltrax's Restated Bylaws provides that Eltrax shall
indemnify such persons, for such expenses and liabilities, in such manner, under
such circumstances, and to such extent, as permitted by the MBCA, as now enacted
or hereafter amended, provided that a determination is made in each case, in the
manner required by such statute, that the person seeking indemnification is
eligible therefor.

         Eltrax maintains directors' and officers' liability insurance,
including a reimbursement policy in favor of Eltrax.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.   EXHIBITS

         The exhibits filed herewith are set forth on the exhibit index filed as
part of this Registration Statement.

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;

                  (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. Notwithstanding the foregoing,
           any increase or decrease in volume of securities offered (if the
           total dollar value 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 set forth in this
           registration statement; and

                  (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 (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 by
         Eltrax pursuant to Section 13 or Section 15(d) of the Exchange Act that
         are incorporated by reference in this registration statement.


                                      -3-
<PAGE>   4

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

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

         (b) The 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 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Exchange Act) that is incorporated by
reference in 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 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 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.


                                      -4-
<PAGE>   5


                                   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 City of Southfield, State of Michigan, on May 24, 1999.

                             ELTRAX SYSTEMS, INC., a Minnesota corporation


                             By:   /s/ William P. O'Reilly
                                   -------------------------------------------
                                    William P. O'Reilly, Chairman of the Board


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, hereby constitutes and appoints William P. O'Reilly, Don G.
Hallacy, and Clunet R. Lewis, or any of them, his attorneys-in-fact and agents,
with full power of substitution and resubstitution for him in any and all
capacities, to sign any or all amendments or post-effective amendments to this
Registration Statement, and to file the same, with exhibits thereto and other
documents in connection therewith or in connection with the registration of the
Common Stock under the Securities Act of 1933, with the Securities and Exchange
Commission, granting unto each of such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary in connection with such matters as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that each
of such attorneys-in-fact and agents or his substitute or substitutes may 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 date indicated.

<TABLE>
<CAPTION>
               NAME                                         TITLE                                  DATE
               ----                                         -----                                  ----

<S>                                                <C>                                     <C>
   /s/ William P. O'Reilly                         Chairman of the Board of Directors      May 24, 1999
----------------------------------------------
         William P. O'Reilly

   /s/ Don G. Hallacy                              Chief Executive Officer, President      May 24, 1999
----------------------------------------------     (principal executive officer), and
         Don G. Hallacy                            Director

   /s/ Clunet R. Lewis                             Director                                May 24, 1999
----------------------------------------------
         Clunet R. Lewis

   /s/ James C. Barnard                            Director                                May 24, 1999
----------------------------------------------
         James C. Barnard

   /s/ Patrick J. Dirk                             Director                                May 24, 1999
----------------------------------------------
         Patrick J. Dirk

   /s/ Penelope A. Sellers                         Director                                May 24, 1999
----------------------------------------------
          Penelope A. Sellers

   /s/ Stephen E. Raville                          Director                                May 24, 1999
----------------------------------------------
         Stephen E. Raville

   /s/ Mack V. Traynor, III                        Director                                May 24, 1999
----------------------------------------------
         Mack V. Traynor, III

   /s/ Nicholas J. Pyett                           Chief Financial Officer (principal      May 24, 1999
----------------------------------------------     financial officer and principal
         Nicholas J. Pyett                         accounting officer)
</TABLE>


                                      -5-
<PAGE>   6


                               ELTRAX SYSTEMS INC.

                                  EXHIBIT INDEX
                                  -------------


<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER                       DESCRIPTION                                    METHOD OF FILING
       ------                       -----------                                    ----------------
<S>                    <C>                                                <C>
       4.1             Specimen Form of Eltrax's Common Stock             Incorporated by reference to Exhibit 4.1 to
                       Certificate                                        Eltrax's Registration Statement on Form S-18
                                                                          (File No. 33-51456)

       4.2             Amended and Restated Eltrax Articles of            Incorporated by reference to Exhibit 3.1 to
                       Incorporation, as amended                          Eltrax's Registration Statement on Form S-18
                                                                          (File No. 33-51456)

       4.3             Eltrax Bylaws, as amended                          Incorporated by reference to Exhibit 3.2 to
                                                                          Eltrax's Quarterly Report on Form 10-QSB for
                                                                          the quarter ended September 30, 1996

       4.4             Eltrax 1998 Stock Incentive Plan                   Filed herewith.

       5.1             Opinion of Jaffe, Raitt, Heuer & Weiss, P.C.       Filed herewith.
                       with respect to the validity of the shares of
                       Common Stock being registered

       23.1            Consent of Jaffe, Raitt, Heuer & Weiss, P.C.       Filed herewith.
                       (included as part of Exhibit 5.1)

       23.2            Consent of PricewaterhouseCoopers LLP,             Filed herewith.
                       independent accountants

       23.3            Consent of Crowe, Chizek and Company LLP,          Filed herewith.
                       independent accountants

       24.1            Power of Attorney (included on the signature       Filed herewith.
                       page of this Registration Statement)
</TABLE>



                                       -6-
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{"company-data": {"conformed-name": "ELTRAX SYSTEMS INC", "cik": "0000797448", "assigned-sic": "7373", "irs-number": "411484525", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-80501", "film-number": "99644982"}, "business-address": {"street1": "2000 TOWN CENTER STE 690", "city": "SOUTHFIELD", "state": "MI", "zip": "48075", "phone": "2483581699"}, "mail-address": {"street1": "2000 TOWN CENTER", "street2": "STE 690", "city": "SOUTHFIELD", "state": "MI", "zip": "48075"}}
1

     As filed with the Securities and Exchange Commission on June 11, 1999
                         Registration No. 333-
                                              -------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                              ELTRAX SYSTEMS, INC.
       (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS GOVERNING INSTRUMENT)
            MINNESOTA                                   41-1484525
 (State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
  Incorporation or Organization)

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

                                2000 TOWN CENTER
                                    SUITE 690
                           SOUTHFIELD, MICHIGAN 48075
                    (Address of Principal Executive Offices)

                            1998 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                               WILLIAM P. O'REILLY
                              CHAIRMAN OF THE BOARD
                              ELTRAX SYSTEMS, INC.
                                2000 TOWN CENTER
                                    SUITE 690
                           SOUTHFIELD, MICHIGAN 48075
                                 (248) 358-1699
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)

                        Copies of all correspondence to:

                             JEFFREY L. FORMAN, ESQ.
                        JAFFE, RAITT, HEUER & WEISS, P.C.
                               ONE WOODWARD AVENUE
                                   SUITE 2400
                             DETROIT, MICHIGAN 48226

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================

TITLE OF SECURITIES                   AMOUNT TO BE       PROPOSED MAXIMUM               PROPOSED MAXIMUM               AMOUNT OF
TO BE REGISTERED                       REGISTERED   OFFERING PRICE PER SHARE (1)   AGGREGATE OFFERING PRICE (1)    REGISTRATION FEE
----------------                       ----------   ----------------------------   ----------------------------    ----------------
Common Stock, par value $.01 per       2,500,000             $4.12                      $10,300,000                     $2,863.40
share

====================================================================================================================================
(1) Computed in accordance with Rules 457(h) under the Securities Act of 1933.
     Such computation is based on the weighted average exercise price of $4.12
     per share covering 2,500,000 outstanding options.
2

                                     PART I

ITEM 1.  PLAN INFORMATION

         The documents containing the information specified in this Item 1 will
be sent or given to employees, officers, directors or others as specified by
Rule 428(b)(1). In accordance with the rules and regulations of the Securities
and Exchange Commission (the "Commission") and the instructions to Form S-8,
such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

ITEM 2.  REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         The documents containing the information specified in this Item 2 will
be sent or given to employees, officers, directors or others as specified by
Rule 428(b)(1). In accordance with the rules and regulations of the Commission
and the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed with the Commission are incorporated
herein by reference:

         1. Eltrax's Annual Report on Form 10-K for the year ended December 31,
            1998, filed with the Commission on March 27, 1999, as amended by
            Form 10-K/A filed April 30, 1999.

         2. The description of the Common Stock contained in Eltrax's
            Registration Statement on Form 8-A (File No. 0-22190).

         3. Eltrax's Current Report on Form 8-K dated March 25, 1999 and filed
            with the Commission on March 30, 1999.

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

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

ITEM 4.   DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the shares of Eltrax common stock to be issued pursuant
to this registration statement will be passed upon by Jaffe, Raitt, Heuer &
Weiss, P.C. As of June 10, 1999, certain shareholders of Jaffe, Raitt, Heuer &
Weiss, P.C. beneficially owned 88,695 shares of Eltrax common stock.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Article V of Eltrax's Amended and Restated Articles of Incorporation
limits the liability of its directors to the fullest extent permitted by the
Minnesota Business Corporation Act (the "MBCA"). Specifically, directors of
Eltrax will not be personally liable for monetary damages for breach of

                                      -2-
3

fiduciary duty as directors, except liability for (1) any breach of the duty of
loyalty to Eltrax or its shareholders, (2) acts or omissions not in good faith
or that involve intentional misconduct or a knowing violation of law, (3)
dividends or other distributions of corporate assets that are in contravention
of certain statutory or contractual restrictions, (4) violations of certain
Minnesota securities laws, or (5) any transaction from which the director
derives an improper personal benefit.

         Article IV of Eltrax's Amended and Restated Articles of Incorporation
gives Eltrax the power and authority to provide indemnification to officers,
directors, employees and agents of Eltrax to the fullest extent permissible
under the MBCA. Section 302A.521 of the MBCA requires that a company indemnify
any director, officer or employee made or threatened to be made a party to a
proceeding, by reason of the former or present official capacity of the person,
against judgments, penalties, fines, settlements and reasonable expenses
incurred in connection with the proceeding if certain statutory standards are
met. "Proceeding" means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including a derivative
action in the name of the company. Reference is made to the detailed terms of
Section 302A.531 of the MBCA for a complete statement of such indemnification
rights.

         Article VII of Eltrax's Restated Bylaws provides that Eltrax shall
indemnify such persons, for such expenses and liabilities, in such manner, under
such circumstances, and to such extent, as permitted by the MBCA, as now enacted
or hereafter amended, provided that a determination is made in each case, in the
manner required by such statute, that the person seeking indemnification is
eligible therefor.

         Eltrax maintains directors' and officers' liability insurance,
including a reimbursement policy in favor of Eltrax.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.   EXHIBITS

         The exhibits filed herewith are set forth on the exhibit index filed as
part of this Registration Statement.

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;

                  (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. Notwithstanding the foregoing,
           any increase or decrease in volume of securities offered (if the
           total dollar value 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 set forth in this
           registration statement; and

                  (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 (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 by
         Eltrax pursuant to Section 13 or Section 15(d) of the Exchange Act that
         are incorporated by reference in this registration statement.

                                      -3-
4

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

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

         (b) The 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 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Exchange Act) that is incorporated by
reference in 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 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 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.

                                      -4-
5

                                   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 City of Southfield, State of Michigan, on May 24, 1999.

                             ELTRAX SYSTEMS, INC., a Minnesota corporation

                             By:   /s/ William P. O'Reilly
                                   -------------------------------------------
                                    William P. O'Reilly, Chairman of the Board

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, hereby constitutes and appoints William P. O'Reilly, Don G.
Hallacy, and Clunet R. Lewis, or any of them, his attorneys-in-fact and agents,
with full power of substitution and resubstitution for him in any and all
capacities, to sign any or all amendments or post-effective amendments to this
Registration Statement, and to file the same, with exhibits thereto and other
documents in connection therewith or in connection with the registration of the
Common Stock under the Securities Act of 1933, with the Securities and Exchange
Commission, granting unto each of such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary in connection with such matters as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that each
of such attorneys-in-fact and agents or his substitute or substitutes may 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 date indicated.
NAME                                         TITLE                                  DATE
               ----                                         -----                                  ----
/s/ William P. O'Reilly                         Chairman of the Board of Directors      May 24, 1999
----------------------------------------------
         William P. O'Reilly

   /s/ Don G. Hallacy                              Chief Executive Officer, President      May 24, 1999
----------------------------------------------     (principal executive officer), and
         Don G. Hallacy                            Director

   /s/ Clunet R. Lewis                             Director                                May 24, 1999
----------------------------------------------
         Clunet R. Lewis

   /s/ James C. Barnard                            Director                                May 24, 1999
----------------------------------------------
         James C. Barnard

   /s/ Patrick J. Dirk                             Director                                May 24, 1999
----------------------------------------------
         Patrick J. Dirk

   /s/ Penelope A. Sellers                         Director                                May 24, 1999
----------------------------------------------
          Penelope A. Sellers

   /s/ Stephen E. Raville                          Director                                May 24, 1999
----------------------------------------------
         Stephen E. Raville

   /s/ Mack V. Traynor, III                        Director                                May 24, 1999
----------------------------------------------
         Mack V. Traynor, III

   /s/ Nicholas J. Pyett                           Chief Financial Officer (principal      May 24, 1999
----------------------------------------------     financial officer and principal
         Nicholas J. Pyett                         accounting officer)
-5-
6

                               ELTRAX SYSTEMS INC.

                                  EXHIBIT INDEX
                                  -------------
EXHIBIT
       NUMBER                       DESCRIPTION                                    METHOD OF FILING
       ------                       -----------                                    ----------------
4.1             Specimen Form of Eltrax's Common Stock             Incorporated by reference to Exhibit 4.1 to
                       Certificate                                        Eltrax's Registration Statement on Form S-18
                                                                          (File No. 33-51456)

       4.2             Amended and Restated Eltrax Articles of            Incorporated by reference to Exhibit 3.1 to
                       Incorporation, as amended                          Eltrax's Registration Statement on Form S-18
                                                                          (File No. 33-51456)

       4.3             Eltrax Bylaws, as amended                          Incorporated by reference to Exhibit 3.2 to
                                                                          Eltrax's Quarterly Report on Form 10-QSB for
                                                                          the quarter ended September 30, 1996

       4.4             Eltrax 1998 Stock Incentive Plan                   Filed herewith.

       5.1             Opinion of Jaffe, Raitt, Heuer & Weiss, P.C.       Filed herewith.
                       with respect to the validity of the shares of
                       Common Stock being registered

       23.1            Consent of Jaffe, Raitt, Heuer & Weiss, P.C.       Filed herewith.
                       (included as part of Exhibit 5.1)

       23.2            Consent of PricewaterhouseCoopers LLP,             Filed herewith.
                       independent accountants

       23.3            Consent of Crowe, Chizek and Company LLP,          Filed herewith.
                       independent accountants

       24.1            Power of Attorney (included on the signature       Filed herewith.
                       page of this Registration Statement)
-6-