<PAGE>   1
     As filed with the Securities and Exchange Commission on June 12, 2001
                                                   Registration No. 333-________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

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

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

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

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

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

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

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

                                   Copies to:
                            A. MICHAEL HAINSFURTHER
                         MUNSCH HARDT KOPF & HARR, P.C.
                               4000 FOUNTAIN PLACE
                                1445 ROSS AVENUE
                               DALLAS, TEXAS 75202
                                 (214) 855-7500

<TABLE>
<CAPTION>
                                                  CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                                                                   PROPOSED
                                                                        PROPOSED MAXIMUM           MAXIMUM
                                                  AMOUNT TO BE         OFFERING PRICE PER     AGGREGATE OFFERING       AMOUNT OF
   TITLE OF SECURITIES TO BE REGISTERED           REGISTERED(1)              SHARE                  PRICE          REGISTRATION FEE
-------------------------------------------      --------------        ------------------     ------------------   ----------------
<S>                                              <C>                   <C>                    <C>                  <C>
Common Stock, par value $.01 per
share subject to outstanding options
under the Daisytek International
Corporation Non-Qualified Stock
Option Agreements with:
         Michael Esposito .................        5,000 shares        $   6.2500(2)            $    31,250(2)
         Nancy Fagan ......................        3,500 shares        $   6.2500(2)            $    21,875(2)
         George Feiker ....................        3,500 shares        $   6.2500(2)            $    21,875(2)
         Bob Goldman ......................        5,000 shares        $   6.2500(2)            $    31,250(2)
         Tylan Hannan .....................        3,500 shares        $   6.2500(2)            $    21,875(2)
         Allan Morrison ...................        3,500 shares        $   6.2500(2)            $    21,875(2)
         Daniel Trasatt ...................        5,000 shares        $   6.2500(2)            $    31,250(2)
         Bill Pardee ......................        5,000 shares        $   4.8800(2)            $    24,400(2)
         George Maney .....................       15,000 shares        $   6.5000(2)            $    97,500(2)
         Robert Braceland .................       30,000 shares        $   7.0000(2)            $   210,000(2)
         Chico Ford .......................        5,000 shares        $   7.0000(2)            $    35,000(2)
         Bill Greenwald ...................       30,000 shares        $   7.0000(2)            $   210,000(2)
         Nelson Roman .....................       40,000 shares        $   7.0000(2)            $   280,000(2)
         Andy Rod .........................       25,000 shares        $   8.8800(2)            $   222,000(2)
         Mike Bishoff .....................       30,000 shares        $   7.5000(2)            $   225,000(2)
         Terry Vera .......................       30,000 shares        $   7.4400(2)            $   223,200(2)
         Ziad Alrahami ....................       65,000 shares        $   7.3800(2)            $   479,700(2)
         Clayce Rodamer ...................       65,000 shares        $   7.3800(2)            $   479,700(2)
         Barbara Benson ...................        1,000 shares        $   7.2200(2)            $     7,220(2)

                TOTAL: ....................      370,000 SHARES                                 $ 2,674,970        $ 669

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

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

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

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

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


                                       I


<PAGE>   3


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

         (i)     The Company's Annual Report on Form 10-K for the fiscal year
                 ended March 31, 2000, filed with the Commission June 29, 2000;
                 and

         (ii)    The Company's Quarterly Report on Form 10-Q for the quarter
                 ended June 30, 2000 filed with the Commission on August 14,
                 2000.

         (iii)   The Company's Quarterly Report on Form 10-Q for the quarter
                 ended September 30, 2000 filed with the Commission on November
                 14, 2000;

         (iv)    The Company's Quarterly Report on Form 10-Q for the quarter
                 ended December 31, 2000, filed with the Commission on February
                 14, 2001;

         (v)     The Company's Current Reports on Form 8-K filed with the
                 Commission on June 14, 2000, June 22, 2000, July 21, 2000,
                 November 21, 2000, December 22, 2000, December 27, 2000,
                 January 9, 2001, April 6, 2001 and June 1, 2001; and

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

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

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

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.


                                      II-1

<PAGE>   4


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

         "1. To the extent not prohibited by law, the Corporation shall
         indemnify any person who is or was made, or threatened to be made, a
         party to any threatened, pending or completed action, suit or
         proceeding (a "Proceeding"), whether civil, criminal, administrative or
         investigative, including, without limitation, an action by or in the
         right of the Corporation to procure a judgment in its favor, by reason
         of the fact that such person, or a person of whom such person is the
         legal representative, is or was a director or officer of the
         Corporation, or is or was serving in any



                                      II-2
<PAGE>   5


         capacity at the request of the Corporation for any other corporation,
         partnership, joint venture, trust, employee benefit plan or other
         enterprise (an "Other Entity"), against judgments, fines, penalties,
         excise taxes, amounts paid in settlement and costs, charges and
         expenses (including attorneys' fees and disbursements). Persons who are
         not directors or officers of the Corporation may be similarly
         indemnified in respect of service to the Corporation or to an Other
         Entity at the request of the Corporation to the extent the Board of
         Directors at any time specifies that such persons are entitled to the
         benefits of this Article.

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

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

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

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

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



                                      II-3
<PAGE>   6


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

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

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

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

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



                                      II-4
<PAGE>   7


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

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

----------

     EXHIBIT
     NUMBER      DOCUMENT DESCRIPTION

      4.1        Amended and Restated Certificate of Incorporation of Daisytek
                 International Corporation (incorporated by reference to Exhibit
                 3.1 to the Company's Annual Report on Form 10-K for the Fiscal
                 Year Ended March 31, 1996 dated June 26, 1996 (Commission File
                 No. 000-25400)).

      4.1.1      Certificate of Amendment of Amended and Restated Certificate of
                 Incorporation of Daisytek International Corporation
                 (incorporated by reference to Exhibit 3.1.1 to the Company's
                 Annual Report on Form 10-K for the Fiscal Year Ended March 31,
                 1996 dated June 26, 1996 (Commission File No. 000-25400)).

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

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

      4.2*       Amended and Restated By-laws of Daisytek International
                 Corporation, as amended.

      4.3*       Form of Non-Qualified Stock Option Agreement.

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

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

      23.2*      Consent of Arthur Andersen LLP, independent public accountants.

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

----------

*Filed herewith.



                                      II-5
<PAGE>   8


ITEM 9.  UNDERTAKINGS.

         (a)  The Company hereby undertakes:

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

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

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of this Registration
                  Statement (or the most recent post-effective amendment hereof)
                  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 the volume of the securities offered
                  (if the total dollar value of the securities offered would not
                  exceed that which was registered) and any deviation from the
                  low or high end of the estimated maximum offering range may be
                  reflected in the form of prospectus filed with the Commission
                  pursuant to Rule 424(b) if, in the aggregate, the changes in
                  volume and price represent no more than a 20% change in the
                  maximum aggregate offering price set forth in the "Calculation
                  of Registration Fee" table in 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 in the
                  information set forth in this Registration Statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed with or furnished to the Commission by the Company
         pursuant to Section 13 or Section 15(d) of the Exchange Act that are
         incorporated by reference in this Registration Statement.

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

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

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



                                      II-6
<PAGE>   9


         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.




                                      II-7
<PAGE>   10


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Allen, State of Texas, on June 11, 2001.

                                        DAISYTEK INTERNATIONAL CORPORATION



                                        By:  /s/  RALPH MITCHELL
                                           ------------------------------------
                                             Ralph Mitchell
                                             Executive Vice President - Finance


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

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

<TABLE>
<CAPTION>

       Signature                               Title                                 Date
       ---------                               -----                                 ----
<S>                                 <C>                                          <C>
 /s/ JAMES R. POWELL                President, Chief Executive                   June 11, 2001
--------------------------          Officer, and Director (Principal
     James R. Powell                Executive Officer)


 /s/ RALPH MITCHELL                 Executive Vice President -                   June 11, 2001
--------------------------          Finance, Chief Financial Officer,
     Ralph Mitchell                 and Chief Accounting Officer
                                    (Principal Financial Officer and
                                    Principal Accounting Officer)

 /s/ PETER P.J. VIKANIS             Director                                     June 11, 2001
--------------------------
     Peter P.J. Vikanis

 /s/ DALE A. BOOTH                  Director                                     June 11, 2001
--------------------------
     Dale A. Booth

 /s/ JOHN D. KEARNEY                Director                                     June 11, 2001
--------------------------
     John D. Kearney
</TABLE>



                                      II-8
<PAGE>   11


<TABLE>
<CAPTION>

       Signature                               Title                                 Date
       ---------                               -----                                 ----
<S>                                 <C>                                          <C>

 /s/ DANIEL T. OWEN                 Director                                     June 11, 2001
--------------------------
     Daniel T. Owen

 /s/ PETER WHARF                    Director                                     June 11, 2001
--------------------------
     Peter Wharf

 /s/ NICHOLAS GIORDANO              Director                                     June 11, 2001
--------------------------
     Nicholas Giordano
</TABLE>



                                      II-9
<PAGE>   12


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

     EXHIBIT
     NUMBER      DESCRIPTION
     -------     -----------
<S>              <C>
      4.1        Amended and Restated Certificate of Incorporation of Daisytek
                 International Corporation (incorporated by reference to Exhibit
                 3.1 to the Company's Annual Report on Form 10-K for the Fiscal
                 Year Ended March 31, 1996 dated June 26, 1996 (Commission File
                 No. 000-25400)).

      4.1.1      Certificate of Amendment of Amended and Restated Certificate of
                 Incorporation of Daisytek International Corporation
                 (incorporated by reference to Exhibit 3.1.1 to the Company's
                 Annual Report on Form 10-K for the Fiscal Year Ended March 31,
                 1996 dated June 26, 1996 (Commission File No. 000-25400)).

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

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

      4.2*       Amended and Restated By-laws of Daisytek International
                 Corporation, as amended.

      4.3*       Form of Non-Qualified Stock Option Agreement.

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

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

      23.2*      Consent of Arthur Andersen LLP, independent public accountants.

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

----------

*Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "d88180s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 38095}]
{"company-data": {"conformed-name": "DAISYTEK INTERNATIONAL CORPORATION /DE/", "cik": "0000887403", "assigned-sic": "5110", "irs-number": "752421746", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62840", "film-number": "1659520"}, "business-address": {"street1": "1025 CENTRAL EXPRESSWAY SOUTH STE 200", "city": "ALLEN", "state": "TX", "zip": "75074", "phone": "9728814700"}, "mail-address": {"street1": "1025 CENTRAL EXPRESSWAY SOUTH STE 200", "city": "ALLEN", "state": "TX", "zip": "75074"}}
1
     As filed with the Securities and Exchange Commission on June 12, 2001
                                                   Registration No. 333-________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

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

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

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

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

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

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

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

                                   Copies to:
                            A. MICHAEL HAINSFURTHER
                         MUNSCH HARDT KOPF & HARR, P.C.
                               4000 FOUNTAIN PLACE
                                1445 ROSS AVENUE
                               DALLAS, TEXAS 75202
                                 (214) 855-7500
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                                                                   PROPOSED
                                                                        PROPOSED MAXIMUM           MAXIMUM
                                                  AMOUNT TO BE         OFFERING PRICE PER     AGGREGATE OFFERING       AMOUNT OF
   TITLE OF SECURITIES TO BE REGISTERED           REGISTERED(1)              SHARE                  PRICE          REGISTRATION FEE
-------------------------------------------      --------------        ------------------     ------------------   ----------------
Common Stock, par value $.01 per
share subject to outstanding options
under the Daisytek International
Corporation Non-Qualified Stock
Option Agreements with:
         Michael Esposito .................        5,000 shares        $   6.2500(2)            $    31,250(2)
         Nancy Fagan ......................        3,500 shares        $   6.2500(2)            $    21,875(2)
         George Feiker ....................        3,500 shares        $   6.2500(2)            $    21,875(2)
         Bob Goldman ......................        5,000 shares        $   6.2500(2)            $    31,250(2)
         Tylan Hannan .....................        3,500 shares        $   6.2500(2)            $    21,875(2)
         Allan Morrison ...................        3,500 shares        $   6.2500(2)            $    21,875(2)
         Daniel Trasatt ...................        5,000 shares        $   6.2500(2)            $    31,250(2)
         Bill Pardee ......................        5,000 shares        $   4.8800(2)            $    24,400(2)
         George Maney .....................       15,000 shares        $   6.5000(2)            $    97,500(2)
         Robert Braceland .................       30,000 shares        $   7.0000(2)            $   210,000(2)
         Chico Ford .......................        5,000 shares        $   7.0000(2)            $    35,000(2)
         Bill Greenwald ...................       30,000 shares        $   7.0000(2)            $   210,000(2)
         Nelson Roman .....................       40,000 shares        $   7.0000(2)            $   280,000(2)
         Andy Rod .........................       25,000 shares        $   8.8800(2)            $   222,000(2)
         Mike Bishoff .....................       30,000 shares        $   7.5000(2)            $   225,000(2)
         Terry Vera .......................       30,000 shares        $   7.4400(2)            $   223,200(2)
         Ziad Alrahami ....................       65,000 shares        $   7.3800(2)            $   479,700(2)
         Clayce Rodamer ...................       65,000 shares        $   7.3800(2)            $   479,700(2)
         Barbara Benson ...................        1,000 shares        $   7.2200(2)            $     7,220(2)

                TOTAL: ....................      370,000 SHARES                                 $ 2,674,970        $ 669

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

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

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

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

                                       I
3

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

         (i)     The Company's Annual Report on Form 10-K for the fiscal year
                 ended March 31, 2000, filed with the Commission June 29, 2000;
                 and

         (ii)    The Company's Quarterly Report on Form 10-Q for the quarter
                 ended June 30, 2000 filed with the Commission on August 14,
                 2000.

         (iii)   The Company's Quarterly Report on Form 10-Q for the quarter
                 ended September 30, 2000 filed with the Commission on November
                 14, 2000;

         (iv)    The Company's Quarterly Report on Form 10-Q for the quarter
                 ended December 31, 2000, filed with the Commission on February
                 14, 2001;

         (v)     The Company's Current Reports on Form 8-K filed with the
                 Commission on June 14, 2000, June 22, 2000, July 21, 2000,
                 November 21, 2000, December 22, 2000, December 27, 2000,
                 January 9, 2001, April 6, 2001 and June 1, 2001; and

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

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

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

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

                                      II-1
4

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

         "1. To the extent not prohibited by law, the Corporation shall
         indemnify any person who is or was made, or threatened to be made, a
         party to any threatened, pending or completed action, suit or
         proceeding (a "Proceeding"), whether civil, criminal, administrative or
         investigative, including, without limitation, an action by or in the
         right of the Corporation to procure a judgment in its favor, by reason
         of the fact that such person, or a person of whom such person is the
         legal representative, is or was a director or officer of the
         Corporation, or is or was serving in any

                                      II-2
5

         capacity at the request of the Corporation for any other corporation,
         partnership, joint venture, trust, employee benefit plan or other
         enterprise (an "Other Entity"), against judgments, fines, penalties,
         excise taxes, amounts paid in settlement and costs, charges and
         expenses (including attorneys' fees and disbursements). Persons who are
         not directors or officers of the Corporation may be similarly
         indemnified in respect of service to the Corporation or to an Other
         Entity at the request of the Corporation to the extent the Board of
         Directors at any time specifies that such persons are entitled to the
         benefits of this Article.

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

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

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

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

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

                                      II-3
6

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

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

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

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

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

                                      II-4
7

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

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

----------

     EXHIBIT
     NUMBER      DOCUMENT DESCRIPTION

      4.1        Amended and Restated Certificate of Incorporation of Daisytek
                 International Corporation (incorporated by reference to Exhibit
                 3.1 to the Company's Annual Report on Form 10-K for the Fiscal
                 Year Ended March 31, 1996 dated June 26, 1996 (Commission File
                 No. 000-25400)).

      4.1.1      Certificate of Amendment of Amended and Restated Certificate of
                 Incorporation of Daisytek International Corporation
                 (incorporated by reference to Exhibit 3.1.1 to the Company's
                 Annual Report on Form 10-K for the Fiscal Year Ended March 31,
                 1996 dated June 26, 1996 (Commission File No. 000-25400)).

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

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

      4.2*       Amended and Restated By-laws of Daisytek International
                 Corporation, as amended.

      4.3*       Form of Non-Qualified Stock Option Agreement.

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

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

      23.2*      Consent of Arthur Andersen LLP, independent public accountants.

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

----------

*Filed herewith.

                                      II-5
8

ITEM 9.  UNDERTAKINGS.

         (a)  The Company hereby undertakes:

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

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

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of this Registration
                  Statement (or the most recent post-effective amendment hereof)
                  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 the volume of the securities offered
                  (if the total dollar value of the securities offered would not
                  exceed that which was registered) and any deviation from the
                  low or high end of the estimated maximum offering range may be
                  reflected in the form of prospectus filed with the Commission
                  pursuant to Rule 424(b) if, in the aggregate, the changes in
                  volume and price represent no more than a 20% change in the
                  maximum aggregate offering price set forth in the "Calculation
                  of Registration Fee" table in 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 in the
                  information set forth in this Registration Statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed with or furnished to the Commission by the Company
         pursuant to Section 13 or Section 15(d) of the Exchange Act that are
         incorporated by reference in this Registration Statement.

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

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

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

                                      II-6
9

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                      II-7
10

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Allen, State of Texas, on June 11, 2001.

                                        DAISYTEK INTERNATIONAL CORPORATION

                                        By:  /s/  RALPH MITCHELL
                                           ------------------------------------
                                             Ralph Mitchell
                                             Executive Vice President - Finance

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

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                               Title                                 Date
       ---------                               -----                                 ----
/s/ JAMES R. POWELL                President, Chief Executive                   June 11, 2001
--------------------------          Officer, and Director (Principal
     James R. Powell                Executive Officer)

 /s/ RALPH MITCHELL                 Executive Vice President -                   June 11, 2001
--------------------------          Finance, Chief Financial Officer,
     Ralph Mitchell                 and Chief Accounting Officer
                                    (Principal Financial Officer and
                                    Principal Accounting Officer)

 /s/ PETER P.J. VIKANIS             Director                                     June 11, 2001
--------------------------
     Peter P.J. Vikanis

 /s/ DALE A. BOOTH                  Director                                     June 11, 2001
--------------------------
     Dale A. Booth

 /s/ JOHN D. KEARNEY                Director                                     June 11, 2001
--------------------------
     John D. Kearney
II-8
11
Signature                               Title                                 Date
       ---------                               -----                                 ----
/s/ DANIEL T. OWEN                 Director                                     June 11, 2001
--------------------------
     Daniel T. Owen

 /s/ PETER WHARF                    Director                                     June 11, 2001
--------------------------
     Peter Wharf

 /s/ NICHOLAS GIORDANO              Director                                     June 11, 2001
--------------------------
     Nicholas Giordano
II-9
12

                                  EXHIBIT INDEX
EXHIBIT
     NUMBER      DESCRIPTION
     -------     -----------
4.1        Amended and Restated Certificate of Incorporation of Daisytek
                 International Corporation (incorporated by reference to Exhibit
                 3.1 to the Company's Annual Report on Form 10-K for the Fiscal
                 Year Ended March 31, 1996 dated June 26, 1996 (Commission File
                 No. 000-25400)).

      4.1.1      Certificate of Amendment of Amended and Restated Certificate of
                 Incorporation of Daisytek International Corporation
                 (incorporated by reference to Exhibit 3.1.1 to the Company's
                 Annual Report on Form 10-K for the Fiscal Year Ended March 31,
                 1996 dated June 26, 1996 (Commission File No. 000-25400)).

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

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

      4.2*       Amended and Restated By-laws of Daisytek International
                 Corporation, as amended.

      4.3*       Form of Non-Qualified Stock Option Agreement.

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

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

      23.2*      Consent of Arthur Andersen LLP, independent public accountants.

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

*Filed herewith.