<PAGE>
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 13, 2003.
                                                       REGISTRATION NO. 333-____
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------

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

                                   ----------

                            TUFCO TECHNOLOGIES, INC.
             (Exact name of Registrant as specified in its charter)
<Table>
<S>                             <C>                                                       <C>
                                                   P.O. BOX 23500                              39-1723477
        DELAWARE                             GREEN BAY, WISCONSIN 54305                     (I.R.S. Employer
(State of Incorporation)        (Address of principal executive offices) (Zip Code)        Identification No.)
</Table>

                            TUFCO TECHNOLOGIES, INC.
                      2003 NON-QUALIFIED STOCK OPTION PLAN
                            (Full Title of the Plan)

                               Michael B. Wheeler
                             Chief Financial Officer
                                 P. O. Box 23500
                           Green Bay, Wisconsin 54305
                                 (920) 338-2741
(Name, address, and telephone number, including area code, of agent for service)

                                 With a Copy to:

                                Carl A. de Brito
                                   Dechert LLP
                              30 Rockefeller Plaza
                            New York, New York 10112
                                 (212) 698-3543

                         CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
---------------------------- ------------------- --------------------- -------------------------- ----------------------
         Title Of                                      Proposed                Proposed
        Securities                 Amount              Maximum                  Maximum                 Amount Of
           To Be                   To Be               Offering                Aggregate              Registration
        Registered               Registered      Price Per Share(1)        Offering Price(1)               Fee
---------------------------- ------------------- --------------------- -------------------------- ----------------------
<S>                          <C>                 <C>                   <C>                        <C>
Common Stock of Tufco
Technologies, Inc., par
value $.01 per share to be
issued under the Plan          300,000 shares          $6.90 (1)             $2,070,000 (1)               $167.46
---------------------------- ------------------- --------------------- -------------------------- ----------------------
</Table>

(1)      The registration fee for the shares of Common Stock to be issued
         pursuant to options reserved but not yet granted under the Tufco
         Technologies, Inc. 2003 Non-Qualified Stock Option Plan (the "Plan")
         was calculated in accordance with Rule 457(c) of the Securities Act of
         1933, as amended (the "Securities Act"), on the basis of $6.90 per
         share, the average high and low prices of Common Stock par value $0.01
         per share ("Common Stock") of the Registrant as reported on the Nasdaq
         National Market on May 8, 2003. Pursuant to Rule 416(a), this
         registration statement (the "Registration Statement") shall also cover
         any additional shares of Common Stock which become issuable under the
         Plan by reason of any stock dividend, stock split, recapitalization or
         other similar transaction effected without the receipt of consideration
         which results in an increase in the number of the outstanding shares of
         the Registrant.
================================================================================


<PAGE>





                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

                  Information required in Part I of Form S-8 to be contained in
a prospectus meeting the requirements of Section 10(a) of the Securities Act is
not required to be filed with the Securities and Exchange Commission (the
"Commission") and is omitted from this Registration Statement in accordance with
the explanatory note to Part I of Form S-8 and Rule 428 under the Securities
Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents of Tufco Technologies, Inc. (the
"Registrant") and the Tufco Technologies, Inc. 2003 Non-Qualified Stock Option
Plan (the "Plan"), filed or to be filed with the Commission, are incorporated by
reference in this Registration Statement as of their respective dates:

                  (a) the Registrant's annual report for the fiscal year ended
September 30, 2002, filed on Form 10-K on December 30, 2002;

                  (b) the Registrant's quarterly report on Form 10-Q for the
fiscal quarter ended December 31, 2002 filed on February 14, 2003, and all other
reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") since September 30, 2002;

                  (c) the description of the Registrant's Common Stock contained
in the registration statement on Form 8-A, filed on December 16, 1992, including
any amendment or report filed for the purpose of updating such description;

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

ITEM 4. DESCRIPTION OF SECURITIES.

                  Not applicable.



<PAGE>

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The Registrant is incorporated under the laws of the State of
Delaware. Section 145 ("Section 145") of the Delaware General Corporation Law,
as amended (the "DGCL"), permits indemnification of directors, officers, agents
and controlling persons of a corporation under certain conditions and subject to
certain limitations. Article Sixth of the Registrant's Restated Certificate of
Incorporation and Article VII of the Registrant's Bylaws provide for the
indemnification of directors, officers and other authorized representatives of
the Registrant to the maximum extent permitted by the DGCL. Section 145 empowers
a corporation to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director, officer or agent of the corporation or
another enterprise if serving at the request of the corporation. Depending on
the character of the proceeding, a corporation may indemnify against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action, suit or
proceeding if the person indemnified acted in good faith and in a manner he
reasonably believed to be in or not opposed to, the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. In the case of an action
by or in the right of the corporation, no indemnification may be made with
respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine that despite the adjudication of liability such person is fairly
and reasonably entitled to indemnity for such expenses which the court shall
deem proper. Section 145 further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to above or in the defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.

                  The Registrant's Bylaws permit it to purchase insurance on
behalf of any such person 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 Registrant would have the power to indemnify him against such
liability under the foregoing provision of the Bylaws.

                  The Registrant has entered into certain indemnification
agreements with each of its directors (the "Indemnification Agreements"), which
were ratified by the Registrant's stockholders. Each Indemnification Agreement
provides that the Registrant indemnify the indemnitee to the fullest extent
permitted under applicable law against all expenses and liabilities incurred in
connection with any threatened, pending or completed legal action or proceeding
resulting from the indemnitee's status as a director, officer, agent or employee
of the Registrant or its subsidiaries. No amounts will be paid to the extent
that such expenses are covered by directors' and officers' liability insurance
purchased by the Registrant. Additionally, no amounts may be paid on account of
conduct by the indemnitee as to which it is established by a judgment or other
final adjudication adverse to the indemnitee (i) that the indemnitee acted in
bad faith and





<PAGE>
in a manner he did not reasonably believe to be in or not opposed to the best
interests of the Registrant and (ii) with respect to any criminal proceedings,
that the indemnitee had no reasonable cause to believe his conduct was unlawful.

                  Insofar as indemnification for liabilities arising under the
Securities Act, may be permitted to directors, officers or persons controlling
the Registrant as disclosed above, the Registrant has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8. EXHIBITS.

                  Reference is made to the Exhibit Index, which appears on
page 7 of this Registration Statement, and is incorporated herein by reference
as a detailed list of the exhibits filed as a part hereof.

ITEM 9. UNDERTAKINGS.

         Undertakings required by Item 512(a) of Regulation S-K:

                  (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 the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement;

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the Registration Statement or any material change to such
                  information in the Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and 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 Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act, 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.



<PAGE>

                  (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.

         Undertakings required by Item 512(b) of Regulation S-K:

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

         Undertakings required by Item 512(h) of Regulation S-K:

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



<PAGE>


                                   SIGNATURES

                  The Registrant. Pursuant to the requirements of the Securities
Act, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Green Bay, State of Wisconsin, on this 13th day
of May, 2003.

                                       TUFCO TECHNOLOGIES, INC.



                                       By: /s/  Louis LeCalsey, III
                                           -------------------------------
                                           Louis LeCalsey, III
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

                  KNOW TO ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Michael B. Wheeler his
attorney-in-fact, with full power of substitution and resubstitution, for him in
any and all capacities, to sign any or all amendments or post-effective
amendments to this Registration Statement and to file the same with the
Securities and Exchange Commission, granting unto him full power and authority
to do and perform each and every act and thing requisite and necessary in
connection with such matters and hereby ratifying and confirming all that he, or
his agent or substitutes, may do or cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act, this
Registration Statement and the foregoing Power of Attorney have been signed by
the following persons in the capacities and on the date indicated.


<Table>
<S>                                                  <C>                              <C>
/s/  Louis LeCalsey, III                                                              May 13, 2003
----------------------------------------------------                                  ------------------------------
Louis LeCalsey, III                                  President, Chief Executive       Date
                                                     Officer and Director
                                                     (Principal Executive Officer)

/s/  Robert J. Simon                                                                  May 13, 2003
----------------------------------------------------                                  ------------------------------
Robert J. Simon                                      Chairman of the Board            Date


/s/  Michael B. Wheeler                                                               May 13, 2003
----------------------------------------------------                                  ------------------------------
Michael B. Wheeler                                   Vice President, Chief            Date
                                                     Financial Officer and Director
                                                     (Principal Financial Officer),
                                                     Chief Accounting Officer
</Table>



<PAGE>

<Table>
<S>                                                  <C>                              <C>
/s/  Samuel J. Bero                                                                   May 13, 2003
----------------------------------------------------                                  ------------------------------
Samuel J. Bero                                       Director                         Date

/s/  C. Hamilton Davison, Jr.                                                         May 13, 2003
----------------------------------------------------                                  ------------------------------
C. Hamilton Davison, Jr.                             Director                         Date

/s/  William J. Malooly                                                               May 13, 2003
----------------------------------------------------                                  ------------------------------
William J. Malooly                                   Director                         Date

/s/  Seymour S. Preston, III                                                          May 13, 2003
----------------------------------------------------                                  ------------------------------
Seymour S. Preston, III                              Director                         Date
</Table>



<PAGE>


                                  EXHIBIT INDEX

<Table>
<Caption>
        EXHIBIT
        NUMBER                          DESCRIPTION
        -------                         -----------

<S>               <C>
         4.1      Registrant's Restated Certificate of Incorporation
                  (incorporated by reference to Exhibit 3.1 to Amendment No. 1
                  to the Registrant's Statement on Form S-1 filed with the
                  Commission on November 23, 1993 (Registration No. 33-55828) as
                  most recently amended).

         4.2      Bylaws of the Registrant (incorporated by reference to Exhibit
                  3.2 of the Registrant's Registration Statement on Form S-1
                  filed with the Commission on December 16, 1992 (Registration
                  No. 33-55828) as most recently amended).

         5.1      Opinion of Dechert LLP (counsel to the Registrant).

         23.1     Consent of Deloitte & Touche LLP.

         24.1     Power of Attorney (included on signature page).
</Table>
[{"type": "S-8", "sequence": "1", "filename": "d05815sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 21220}]
{"company-data": {"conformed-name": "TUFCO TECHNOLOGIES INC", "cik": "0000895329", "assigned-sic": "2670", "irs-number": "391723477", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105189", "film-number": "03694670"}, "business-address": {"street1": "4800 SIMONTON ROAD", "street2": "P O BOX 23500", "city": "DALLAS", "state": "TX", "zip": "75244", "phone": "9727891079"}, "mail-address": {"street1": "4800 SIMONTON RD", "city": "DALLAS", "state": "TX", "zip": "75244"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 13, 2003.
                                                       REGISTRATION NO. 333-____
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------

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

                                   ----------

                            TUFCO TECHNOLOGIES, INC.
             (Exact name of Registrant as specified in its charter)
P.O. BOX 23500                              39-1723477
        DELAWARE                             GREEN BAY, WISCONSIN 54305                     (I.R.S. Employer
(State of Incorporation)        (Address of principal executive offices) (Zip Code)        Identification No.)
TUFCO TECHNOLOGIES, INC.
                      2003 NON-QUALIFIED STOCK OPTION PLAN
                            (Full Title of the Plan)

                               Michael B. Wheeler
                             Chief Financial Officer
                                 P. O. Box 23500
                           Green Bay, Wisconsin 54305
                                 (920) 338-2741
(Name, address, and telephone number, including area code, of agent for service)

                                 With a Copy to:

                                Carl A. de Brito
                                   Dechert LLP
                              30 Rockefeller Plaza
                            New York, New York 10112
                                 (212) 698-3543

                         CALCULATION OF REGISTRATION FEE
---------------------------- ------------------- --------------------- -------------------------- ----------------------
         Title Of                                      Proposed                Proposed
        Securities                 Amount              Maximum                  Maximum                 Amount Of
           To Be                   To Be               Offering                Aggregate              Registration
        Registered               Registered      Price Per Share(1)        Offering Price(1)               Fee
---------------------------- ------------------- --------------------- -------------------------- ----------------------
Common Stock of Tufco
Technologies, Inc., par
value $.01 per share to be
issued under the Plan          300,000 shares          $6.90 (1)             $2,070,000 (1)               $167.46
---------------------------- ------------------- --------------------- -------------------------- ----------------------
(1)      The registration fee for the shares of Common Stock to be issued
         pursuant to options reserved but not yet granted under the Tufco
         Technologies, Inc. 2003 Non-Qualified Stock Option Plan (the "Plan")
         was calculated in accordance with Rule 457(c) of the Securities Act of
         1933, as amended (the "Securities Act"), on the basis of $6.90 per
         share, the average high and low prices of Common Stock par value $0.01
         per share ("Common Stock") of the Registrant as reported on the Nasdaq
         National Market on May 8, 2003. Pursuant to Rule 416(a), this
         registration statement (the "Registration Statement") shall also cover
         any additional shares of Common Stock which become issuable under the
         Plan by reason of any stock dividend, stock split, recapitalization or
         other similar transaction effected without the receipt of consideration
         which results in an increase in the number of the outstanding shares of
         the Registrant.
================================================================================
PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

                  Information required in Part I of Form S-8 to be contained in
a prospectus meeting the requirements of Section 10(a) of the Securities Act is
not required to be filed with the Securities and Exchange Commission (the
"Commission") and is omitted from this Registration Statement in accordance with
the explanatory note to Part I of Form S-8 and Rule 428 under the Securities
Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents of Tufco Technologies, Inc. (the
"Registrant") and the Tufco Technologies, Inc. 2003 Non-Qualified Stock Option
Plan (the "Plan"), filed or to be filed with the Commission, are incorporated by
reference in this Registration Statement as of their respective dates:

                  (a) the Registrant's annual report for the fiscal year ended
September 30, 2002, filed on Form 10-K on December 30, 2002;

                  (b) the Registrant's quarterly report on Form 10-Q for the
fiscal quarter ended December 31, 2002 filed on February 14, 2003, and all other
reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") since September 30, 2002;

                  (c) the description of the Registrant's Common Stock contained
in the registration statement on Form 8-A, filed on December 16, 1992, including
any amendment or report filed for the purpose of updating such description;

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

ITEM 4. DESCRIPTION OF SECURITIES.

                  Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The Registrant is incorporated under the laws of the State of
Delaware. Section 145 ("Section 145") of the Delaware General Corporation Law,
as amended (the "DGCL"), permits indemnification of directors, officers, agents
and controlling persons of a corporation under certain conditions and subject to
certain limitations. Article Sixth of the Registrant's Restated Certificate of
Incorporation and Article VII of the Registrant's Bylaws provide for the
indemnification of directors, officers and other authorized representatives of
the Registrant to the maximum extent permitted by the DGCL. Section 145 empowers
a corporation to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director, officer or agent of the corporation or
another enterprise if serving at the request of the corporation. Depending on
the character of the proceeding, a corporation may indemnify against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action, suit or
proceeding if the person indemnified acted in good faith and in a manner he
reasonably believed to be in or not opposed to, the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. In the case of an action
by or in the right of the corporation, no indemnification may be made with
respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine that despite the adjudication of liability such person is fairly
and reasonably entitled to indemnity for such expenses which the court shall
deem proper. Section 145 further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to above or in the defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.

                  The Registrant's Bylaws permit it to purchase insurance on
behalf of any such person 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 Registrant would have the power to indemnify him against such
liability under the foregoing provision of the Bylaws.

                  The Registrant has entered into certain indemnification
agreements with each of its directors (the "Indemnification Agreements"), which
were ratified by the Registrant's stockholders. Each Indemnification Agreement
provides that the Registrant indemnify the indemnitee to the fullest extent
permitted under applicable law against all expenses and liabilities incurred in
connection with any threatened, pending or completed legal action or proceeding
resulting from the indemnitee's status as a director, officer, agent or employee
of the Registrant or its subsidiaries. No amounts will be paid to the extent
that such expenses are covered by directors' and officers' liability insurance
purchased by the Registrant. Additionally, no amounts may be paid on account of
conduct by the indemnitee as to which it is established by a judgment or other
final adjudication adverse to the indemnitee (i) that the indemnitee acted in
bad faith and
in a manner he did not reasonably believe to be in or not opposed to the best
interests of the Registrant and (ii) with respect to any criminal proceedings,
that the indemnitee had no reasonable cause to believe his conduct was unlawful.

                  Insofar as indemnification for liabilities arising under the
Securities Act, may be permitted to directors, officers or persons controlling
the Registrant as disclosed above, the Registrant has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8. EXHIBITS.

                  Reference is made to the Exhibit Index, which appears on
page 7 of this Registration Statement, and is incorporated herein by reference
as a detailed list of the exhibits filed as a part hereof.

ITEM 9. UNDERTAKINGS.

         Undertakings required by Item 512(a) of Regulation S-K:

                  (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 the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement;

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the Registration Statement or any material change to such
                  information in the Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and 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 Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act, 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.

         Undertakings required by Item 512(b) of Regulation S-K:

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

         Undertakings required by Item 512(h) of Regulation S-K:

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

                  The Registrant. Pursuant to the requirements of the Securities
Act, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Green Bay, State of Wisconsin, on this 13th day
of May, 2003.

                                       TUFCO TECHNOLOGIES, INC.

                                       By: /s/  Louis LeCalsey, III
                                           -------------------------------
                                           Louis LeCalsey, III
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

                  KNOW TO ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Michael B. Wheeler his
attorney-in-fact, with full power of substitution and resubstitution, for him in
any and all capacities, to sign any or all amendments or post-effective
amendments to this Registration Statement and to file the same with the
Securities and Exchange Commission, granting unto him full power and authority
to do and perform each and every act and thing requisite and necessary in
connection with such matters and hereby ratifying and confirming all that he, or
his agent or substitutes, may do or cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act, this
Registration Statement and the foregoing Power of Attorney have been signed by
the following persons in the capacities and on the date indicated.
/s/  Louis LeCalsey, III                                                              May 13, 2003
----------------------------------------------------                                  ------------------------------
Louis LeCalsey, III                                  President, Chief Executive       Date
                                                     Officer and Director
                                                     (Principal Executive Officer)

/s/  Robert J. Simon                                                                  May 13, 2003
----------------------------------------------------                                  ------------------------------
Robert J. Simon                                      Chairman of the Board            Date

/s/  Michael B. Wheeler                                                               May 13, 2003
----------------------------------------------------                                  ------------------------------
Michael B. Wheeler                                   Vice President, Chief            Date
                                                     Financial Officer and Director
                                                     (Principal Financial Officer),
                                                     Chief Accounting Officer
/s/  Samuel J. Bero                                                                   May 13, 2003
----------------------------------------------------                                  ------------------------------
Samuel J. Bero                                       Director                         Date

/s/  C. Hamilton Davison, Jr.                                                         May 13, 2003
----------------------------------------------------                                  ------------------------------
C. Hamilton Davison, Jr.                             Director                         Date

/s/  William J. Malooly                                                               May 13, 2003
----------------------------------------------------                                  ------------------------------
William J. Malooly                                   Director                         Date

/s/  Seymour S. Preston, III                                                          May 13, 2003
----------------------------------------------------                                  ------------------------------
Seymour S. Preston, III                              Director                         Date
EXHIBIT INDEX
EXHIBIT
        NUMBER                          DESCRIPTION
        -------                         -----------
4.1      Registrant's Restated Certificate of Incorporation
                  (incorporated by reference to Exhibit 3.1 to Amendment No. 1
                  to the Registrant's Statement on Form S-1 filed with the
                  Commission on November 23, 1993 (Registration No. 33-55828) as
                  most recently amended).

         4.2      Bylaws of the Registrant (incorporated by reference to Exhibit
                  3.2 of the Registrant's Registration Statement on Form S-1
                  filed with the Commission on December 16, 1992 (Registration
                  No. 33-55828) as most recently amended).

         5.1      Opinion of Dechert LLP (counsel to the Registrant).

         23.1     Consent of Deloitte & Touche LLP.

         24.1     Power of Attorney (included on signature page).