<PAGE>   1




  As filed with the Securities and Exchange Commission on February 26, 1998

                                                    Registration No. 33-80700
  ===========================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                           -----------------------
                             Amendment No. 1 to
                                  FORM S-8
                           Registration Statement
                      Under The Securities Act of 1933

                           HALLMARK CAPITAL CORP.
           (Exact name of Registrant as Specified in its Charter)

WISCONSIN                               6711                   39-1762467 
-------------------------------     -------------------------  ----------------
(State or other jurisdiction of     (Primary Standard          (I.R.S. Employer
incorporation or organization)      Industrial Classification  Identification 
                                    Code Number)               No.)

                         7401 WEST GREENFIELD AVENUE
                         WEST ALLIS, WISCONSIN 53214
                               (414) 317-7100
             (Address, including Zip Code, and Telephone Number,
      including Area Code, of Registrant's Principal Executive Offices)


                           HALLMARK CAPITAL CORP.
                           1993 STOCK OPTION PLAN
                      FOR OUTSIDE DIRECTORS, AS AMENDED

                                     AND

                           HALLMARK CAPITAL CORP.
                         1993 INCENTIVE STOCK OPTION
                              PLAN, AS AMENDED
                          (Full title of the plans)

                             JAMES D. SMESSAERT
                    PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           HALLMARK CAPITAL CORP.
                          7401 W. GREENFIELD AVENUE
                         WEST ALLIS, WISCONSIN 53214
                               (414) 317-7100
(Name, Address, including Zip Code, and Telephone Number, including Area Code,
                            of Agent for Service)


                                 Copies to:

                            TERESA M. LEVY, ESQ.
                        MICHAEL BEST & FRIEDRICH LLP
                          100 EAST WISCONSIN AVENUE
                                 SUITE 3300
                         MILWAUKEE, WISCONSIN 53202


         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box.  [x]

<PAGE>   2


<TABLE>
<CAPTION>
                                                 CALCULATION OF REGISTRATION FEE
 ----------------------------------------------------------------------------------------------------------------------------
     <S>                        <C>                      <C>                         <C>                     <C>
         TITLE OF                                           PROPOSED                 PROPOSED
        SECURITIES                                          MAXIMUM                   MAXIMUM                 AMOUNT OF
          TO BE                 AMOUNT TO BE             OFFERING PRICE              AGGREGATE               REGISTRATION
        REGISTERED              REGISTERED(1)              PER SHARE                 OFFERING                    FEE
-----------------------------------------------------------------------------------------------------------------------------
       Common Stock             144,400(2)                 $14.83(3)                 $2,141,452                $648.93
     $1.00 par value
        per share
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Together with an indeterminate number of additional shares which may
         be necessary to adjust the number of shares reserved for issuance
         pursuant to the Hallmark Capital Corp. 1993 Stock Option Plan for
         Outside Directors, as amended (the "Directors' Option Plan") and the
         Hallmark Capital Corp. 1993 Incentive Stock Option Plan, as amended
         (the "Incentive Option Plan"), as the result of a stock split, stock
         dividend or similar adjustment of the outstanding shares of Common
         Stock of Hallmark Capital Corp. pursuant to Rule 416(a).

(2)      Represents 43,300 shares reserved for issuance under the Directors'
         Option Plan and 101,100 shares reserved for issuance under the
         Incentive Option Plan.

(3)      Estimated solely for the purpose of determining the registration fee
         pursuant to Rule 457(h)(1).  The proposed maximum offering price per
         share is based upon the average of the high and low prices for the
         shares of Common Stock as reported on the NASDAQ National Market
         System on February 23, 1998.

                ________________________________________________


         This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act of
1933, as amended, and 17 C.F.R. Section  230.462.












                           Total Number of Pages:  3
                           Exhibit Index on Page:  3
<PAGE>   3

                    REGISTRATION OF ADDITIONAL SECURITIES



         This Amendment No. 1 to the Form S-8 Registration Statement is being
filed to register the additional 144,400 shares of Common Stock authorized for
issuance under the Directors' Option Plan and the Incentive Option Plan as a
result of amendments to such plans approved by shareholders of the Company on
October 30, 1997.  Additional securities of the same class authorized for
issuance under the Directors' Option Plan and the Incentive Option Plan are the
subject of a Registration Statement on Form S-8 filed with the Commission on
June 24, 1994 (File No.  33-80700) (the "1994 Form S-8").  The contents of the
1994 Form S-8 are incorporated by reference herein pursuant to Instruction E of
Form S-8.









                                      -1-
<PAGE>   4

                                  SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has caused
this Amendment No. 1 to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of West Allis, State
of Wisconsin on February 20, 1998.

                                        HALLMARK CAPITAL CORP.



                                        By: /s/ James D. Smessaert 
                                            -------------------------------
                                            James D. Smessaert, President and
                                                 Chief Executive Officer

                              POWER OF ATTORNEY

           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James D. Smessaert and Arthur E.
Thompson, and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including pre-effective and post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them acting singly, full
power and authority to do and perform each and every act and thing necessary
and requisite to be done, as fully and to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them may lawfully do or cause to be done
by virtue hereof.

      PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED.

<TABLE>
<CAPTION>
SIGNATURE                                          TITLE                                                     DATE
---------                                          -----                                                     ----
<S>                                                <C>                                                       <C>
/s/ James D. Smessaert                             President, Chief Executive Officer
----------------------------------                 and Director (Principal Executive Officer)                                  
James D. Smessaert                                   

/s/ Arthur E. Thompson                             Chief Financial Officer and Treasurer
----------------------------------                 (Principal Financial and Accounting                                     
Arthur E. Thompson                                 Officer)
                                                   

/s/ Peter A. Gilbert                               Director
----------------------------------                         
Peter A. Gilbert

/s/ Reginald M. Hislop, III                        Director                                                  February 20, 1998
----------------------------------                                                                           
Reginald M. Hislop, III

/s/ Charles E. Rickhem                             Director
----------------------------------                         
Charles E. Rickhem

                                                   Director
----------------------------------                         
Floyd D. Brink

/s/ Donald M. Zellmer                              Director
----------------------------------                         
Donald M. Zellmer
</TABLE>





                                      -2-
<PAGE>   5

                                EXHIBIT INDEX
<TABLE>
<CAPTION>

REGULATION S-K
 EXHIBIT NO.                      DESCRIPTION OF DOCUMENT
--------------                    -----------------------
<S>                       <C>
Exhibit 4.1               Hallmark Capital Corp. 1993 Stock Option Plan for Outside Directors, as amended

Exhibit 4.2               Hallmark Capital Corp. 1993 Incentive Stock Option Plan, as amended

Exhibit 5                 Opinion of Michael Best & Friedrich LLP

Exhibit 23.1              Consent of KPMG Peat Marwick LLP

Exhibit 23.2              Consent of Michael Best & Friedrich LLP (included in Exhibit 5)

Exhibit 24                Power of Attorney (included as part of signature page)
</TABLE>





                                      -2-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 11047}]
{"company-data": {"conformed-name": "HALLMARK CAPITAL CORP", "cik": "0000910522", "assigned-sic": "6036", "irs-number": "391762467", "state-of-incorporation": "WI", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46917", "film-number": "98549709"}, "business-address": {"street1": "7401 W GREENFIELD AVE", "city": "WEST ALLIS", "state": "WI", "zip": "53214", "phone": "4147784600"}, "mail-address": {"street1": "7401 W GREENFIELD AVENUE", "city": "WEST ALLIS", "state": "WI", "zip": "53214"}}
1

  As filed with the Securities and Exchange Commission on February 26, 1998

                                                    Registration No. 33-80700
  ===========================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                           -----------------------
                             Amendment No. 1 to
                                  FORM S-8
                           Registration Statement
                      Under The Securities Act of 1933

                           HALLMARK CAPITAL CORP.
           (Exact name of Registrant as Specified in its Charter)

WISCONSIN                               6711                   39-1762467 
-------------------------------     -------------------------  ----------------
(State or other jurisdiction of     (Primary Standard          (I.R.S. Employer
incorporation or organization)      Industrial Classification  Identification 
                                    Code Number)               No.)

                         7401 WEST GREENFIELD AVENUE
                         WEST ALLIS, WISCONSIN 53214
                               (414) 317-7100
             (Address, including Zip Code, and Telephone Number,
      including Area Code, of Registrant's Principal Executive Offices)

                           HALLMARK CAPITAL CORP.
                           1993 STOCK OPTION PLAN
                      FOR OUTSIDE DIRECTORS, AS AMENDED

                                     AND

                           HALLMARK CAPITAL CORP.
                         1993 INCENTIVE STOCK OPTION
                              PLAN, AS AMENDED
                          (Full title of the plans)

                             JAMES D. SMESSAERT
                    PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           HALLMARK CAPITAL CORP.
                          7401 W. GREENFIELD AVENUE
                         WEST ALLIS, WISCONSIN 53214
                               (414) 317-7100
(Name, Address, including Zip Code, and Telephone Number, including Area Code,
                            of Agent for Service)

                                 Copies to:

                            TERESA M. LEVY, ESQ.
                        MICHAEL BEST & FRIEDRICH LLP
                          100 EAST WISCONSIN AVENUE
                                 SUITE 3300
                         MILWAUKEE, WISCONSIN 53202

         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box.  [x]
2
CALCULATION OF REGISTRATION FEE
 ----------------------------------------------------------------------------------------------------------------------------
TITLE OF                                           PROPOSED                 PROPOSED
        SECURITIES                                          MAXIMUM                   MAXIMUM                 AMOUNT OF
          TO BE                 AMOUNT TO BE             OFFERING PRICE              AGGREGATE               REGISTRATION
        REGISTERED              REGISTERED(1)              PER SHARE                 OFFERING                    FEE
-----------------------------------------------------------------------------------------------------------------------------
       Common Stock             144,400(2)                 $14.83(3)                 $2,141,452                $648.93
     $1.00 par value
        per share
-----------------------------------------------------------------------------------------------------------------------------
(1)      Together with an indeterminate number of additional shares which may
         be necessary to adjust the number of shares reserved for issuance
         pursuant to the Hallmark Capital Corp. 1993 Stock Option Plan for
         Outside Directors, as amended (the "Directors' Option Plan") and the
         Hallmark Capital Corp. 1993 Incentive Stock Option Plan, as amended
         (the "Incentive Option Plan"), as the result of a stock split, stock
         dividend or similar adjustment of the outstanding shares of Common
         Stock of Hallmark Capital Corp. pursuant to Rule 416(a).

(2)      Represents 43,300 shares reserved for issuance under the Directors'
         Option Plan and 101,100 shares reserved for issuance under the
         Incentive Option Plan.

(3)      Estimated solely for the purpose of determining the registration fee
         pursuant to Rule 457(h)(1).  The proposed maximum offering price per
         share is based upon the average of the high and low prices for the
         shares of Common Stock as reported on the NASDAQ National Market
         System on February 23, 1998.

                ________________________________________________

         This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act of
1933, as amended, and 17 C.F.R. Section  230.462.

                           Total Number of Pages:  3
                           Exhibit Index on Page:  3
3

                    REGISTRATION OF ADDITIONAL SECURITIES

         This Amendment No. 1 to the Form S-8 Registration Statement is being
filed to register the additional 144,400 shares of Common Stock authorized for
issuance under the Directors' Option Plan and the Incentive Option Plan as a
result of amendments to such plans approved by shareholders of the Company on
October 30, 1997.  Additional securities of the same class authorized for
issuance under the Directors' Option Plan and the Incentive Option Plan are the
subject of a Registration Statement on Form S-8 filed with the Commission on
June 24, 1994 (File No.  33-80700) (the "1994 Form S-8").  The contents of the
1994 Form S-8 are incorporated by reference herein pursuant to Instruction E of
Form S-8.

                                      -1-
4

                                  SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has caused
this Amendment No. 1 to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of West Allis, State
of Wisconsin on February 20, 1998.

                                        HALLMARK CAPITAL CORP.

                                        By: /s/ James D. Smessaert 
                                            -------------------------------
                                            James D. Smessaert, President and
                                                 Chief Executive Officer

                              POWER OF ATTORNEY

           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James D. Smessaert and Arthur E.
Thompson, and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including pre-effective and post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them acting singly, full
power and authority to do and perform each and every act and thing necessary
and requisite to be done, as fully and to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them may lawfully do or cause to be done
by virtue hereof.

      PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED.
SIGNATURE                                          TITLE                                                     DATE
---------                                          -----                                                     ----
/s/ James D. Smessaert                             President, Chief Executive Officer
----------------------------------                 and Director (Principal Executive Officer)                                  
James D. Smessaert                                   

/s/ Arthur E. Thompson                             Chief Financial Officer and Treasurer
----------------------------------                 (Principal Financial and Accounting                                     
Arthur E. Thompson                                 Officer)
                                                   

/s/ Peter A. Gilbert                               Director
----------------------------------                         
Peter A. Gilbert

/s/ Reginald M. Hislop, III                        Director                                                  February 20, 1998
----------------------------------                                                                           
Reginald M. Hislop, III

/s/ Charles E. Rickhem                             Director
----------------------------------                         
Charles E. Rickhem

                                                   Director
----------------------------------                         
Floyd D. Brink

/s/ Donald M. Zellmer                              Director
----------------------------------                         
Donald M. Zellmer
-2-
5

                                EXHIBIT INDEX
REGULATION S-K
 EXHIBIT NO.                      DESCRIPTION OF DOCUMENT
--------------                    -----------------------
Exhibit 4.1               Hallmark Capital Corp. 1993 Stock Option Plan for Outside Directors, as amended

Exhibit 4.2               Hallmark Capital Corp. 1993 Incentive Stock Option Plan, as amended

Exhibit 5                 Opinion of Michael Best & Friedrich LLP

Exhibit 23.1              Consent of KPMG Peat Marwick LLP

Exhibit 23.2              Consent of Michael Best & Friedrich LLP (included in Exhibit 5)

Exhibit 24                Power of Attorney (included as part of signature page)
-2-