<PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 1998
                                                  REGISTRATION NO. 333-
                                                                       ---------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                              RAINFOREST CAFE, INC.
             (Exact name of Registrant as specified in its charter)

                                    MINNESOTA
                 (State or other jurisdiction of incorporation)

                                   41-1779527
                        (IRS Employer Identification No.)

                             720 SOUTH FIFTH STREET
                            HOPKINS, MINNESOTA 55343
                    (Address of principal executive offices)

                      1998 NON-EXECUTIVE STOCK OPTION PLAN
                              (Full title of Plan)

                               KENNETH W. BRIMMER
                              RAINFOREST CAFE, INC.
                             720 SOUTH FIFTH STREET
                            HOPKINS, MINNESOTA 55343
                                 (612) 945-5400
            (Name, address and telephone number of agent for service)

                                   Copies to:

                             DOUGLAS T. HOLOD, ESQ.
                       MASLON EDELMAN BORMAN & BRAND, LLP
                               3300 NORWEST CENTER
                           MINNEAPOLIS, MN 55402-4140
                                 (612) 672-8200

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================================
TITLE OF                                                           PROPOSED MAXIMUM       PROPOSED MAXIMUM
SECURITIES TO BE                                AMOUNT TO BE       OFFERING PRICE         AGGREGATE            AMOUNT OF
REGISTERED                                      REGISTERED         PER SHARE(1)           OFFERING PRICE(1)    REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------------
                                                                                 
<S>                                             <C>                <C>                    <C>                  <C>      
Common Stock (no                                1,000,000 shares   $       15.844         $   15,844,000.00    $      5,370.85
par value per share)                                                             
===============================================================================================================================
</TABLE>

(1)  Estimated solely for purposes of computing the registration fee in
     accordance with Rule 457(h) and based upon the average of the high and low
     prices of the Common Stock on the NASDAQ National Market System on May 19,
     1998.









                                   Page 1 of 9

<PAGE>   2



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference.

     The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:

     (a) The contents of the Registrant's Form 10-K for the fiscal year ended
December 28, 1997.

     (b) The contents of the Registrant's Form 10-Q for the first quarter ended
April 5, 1998.

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

Item 6.       Indemnification of Directors and Officers.

     The Registrant is governed by Minnesota Statutes Chapter 302A. Minnesota
Statutes Section 302A.521 provides that a corporation shall indemnify any person
made or threatened to be made a party to any proceeding by reason of the former
or present official capacity of such person against judgments, penalties, fines,
including, without limitation, excise taxes assessed against such person with
respect to an employee benefit plan, settlements, and reasonable expenses,
including attorney's fees and disbursements, incurred by such person in
connection with the proceeding, if, with respect to the acts or omissions of
such person complained of in the proceeding, such person has not been
indemnified by another organization or employee benefit plan for the same
expenses with respect to the same acts or omissions; acted in good faith;
received no improper personal benefit and Section 302A.255, if applicable, has
been satisfied; in the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful; and in the case of acts or omissions by
persons in their official capacity for the corporation, reasonably believed that
the conduct was in the best interests of the corporation, or in the case of acts
or omissions by persons in their capacity for other organizations, reasonably
believed that the conduct was not opposed to the best interests of the
corporation.

Item 8.  Exhibits.

     5.       Opinion of Maslon Edelman Borman & Brand, LLP
     23(1).   Consent of Arthur Andersen LLP
     23(2).   Consent of Maslon Edelman Borman & Brand, LLP (contained in 
              Exhibit 5).
     24.      Power of Attorney (included on Page 5).



                                   Page 2 of 9

<PAGE>   3



Item 9.       Undertakings.

     The undersigned Registrant hereby undertakes:

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

         (i)  To include any prospectus required by Section 10(a)(3) of the 
     Securities Act of 1933;

         (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. Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high and 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 20 percent change in the maximum aggregate
     offering price set forth in the "Calculation of Registration Fee" table in
     the effective 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.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities and

                                   Page 3 of 9

<PAGE>   4



Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.


























                                   Page 4 of 9

<PAGE>   5



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 Minneapolis, State of Minnesota, on May 19, 1998.

                                           RAINFOREST CAFE, INC.
                                            Registrant


                                           By s/ Kenneth W. Brimmer
                                              ----------------------------------
                                                   President
























                                   Page 5 of 9

<PAGE>   6



                                POWER OF ATTORNEY

      We, the undersigned officers and directors of Rainforest Cafe, Inc.,
hereby severally constitute Mark S. Robinow, our true and lawful attorney with
full power to him, to sign for us and in our names, in the capacities indicated
below the registration statement filed herewith and any amendments to said
registration statement, and generally to do all such things in our name and
behalf in our capacities as officers and directors to enable Rainforest Cafe,
Inc. to comply with the provisions of the Securities Act of 1933 as amended, and
all requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said registration statement and any and all amendments thereto.

      Pursuant to the requirements of the Securities Exchange Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.


<TABLE>
<CAPTION>
NAME                                        TITLE                                           DATE

<S>                                         <C>                                         <C>
s/ Lyle Berman                              Chairman of the Board, Chief                May 19, 1998
------------------------------------        Executive Officer (principal executive
Lyle Berman                                 officer)
                                            


s/ Kenneth W. Brimmer                       President, Secretary and Director           May 19, 1998
------------------------------------
Kenneth W. Brimmer


s/ David L. Rogers                          Director                                    May 19, 1998
------------------------------------
David L. Rogers


s/ Joel N. Waller                           Director                                    May 19, 1998
------------------------------------
Joel N. Waller


s/ Steven W. Schussler                      Director                                    May 19, 1998
------------------------------------
Steven W. Schussler

s/ Ercu Ucan                                Director                                    May 19, 1998
------------------------------------
Ercu Ucan


s/ Mark S. Robinow                          Chief Financial Officer                     May 19, 1998
------------------------------------        (principal accounting officer)  
Mark S. Robinow                             
</TABLE>



                                   Page 6 of 9

<PAGE>   7



                                    EXHIBITS



Exhibit Number           Description of Exhibit                         Page No.
--------------   ----------------------------------                     --------

5.               Opinion of Maslon Edelman Borman & Brand, LLP             8
23.1             Consent of Arthur Andersen LLP                            9
23.2             Consent of Maslon Edelman Borman & Brand, LLP
                  (contained in Exhibit 5).                                8
24.              Power of Attorney (included on Page 6).                   6



























                                   Page 7 of 9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 14086}]
{"company-data": {"conformed-name": "RAINFOREST CAFE INC", "cik": "0000924919", "assigned-sic": "5812", "irs-number": "411779527", "state-of-incorporation": "MN", "fiscal-year-end": "1229"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53135", "film-number": "98628923"}, "business-address": {"street1": "720 S FIFTH ST", "city": "HOPKINS", "state": "MN", "zip": "55343", "phone": "6129455400"}, "mail-address": {"street1": "720 SOUTH FIFTH STREET", "city": "HOPKINS", "state": "MN", "zip": "55343"}}
1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 1998
                                                  REGISTRATION NO. 333-
                                                                       ---------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                              RAINFOREST CAFE, INC.
             (Exact name of Registrant as specified in its charter)

                                    MINNESOTA
                 (State or other jurisdiction of incorporation)

                                   41-1779527
                        (IRS Employer Identification No.)

                             720 SOUTH FIFTH STREET
                            HOPKINS, MINNESOTA 55343
                    (Address of principal executive offices)

                      1998 NON-EXECUTIVE STOCK OPTION PLAN
                              (Full title of Plan)

                               KENNETH W. BRIMMER
                              RAINFOREST CAFE, INC.
                             720 SOUTH FIFTH STREET
                            HOPKINS, MINNESOTA 55343
                                 (612) 945-5400
            (Name, address and telephone number of agent for service)

                                   Copies to:

                             DOUGLAS T. HOLOD, ESQ.
                       MASLON EDELMAN BORMAN & BRAND, LLP
                               3300 NORWEST CENTER
                           MINNEAPOLIS, MN 55402-4140
                                 (612) 672-8200

                         CALCULATION OF REGISTRATION FEE
===============================================================================================================================
TITLE OF                                                           PROPOSED MAXIMUM       PROPOSED MAXIMUM
SECURITIES TO BE                                AMOUNT TO BE       OFFERING PRICE         AGGREGATE            AMOUNT OF
REGISTERED                                      REGISTERED         PER SHARE(1)           OFFERING PRICE(1)    REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------------
Common Stock (no                                1,000,000 shares   $       15.844         $   15,844,000.00    $      5,370.85
par value per share)                                                             
===============================================================================================================================
(1)  Estimated solely for purposes of computing the registration fee in
     accordance with Rule 457(h) and based upon the average of the high and low
     prices of the Common Stock on the NASDAQ National Market System on May 19,
     1998.

                                   Page 1 of 9
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:

     (a) The contents of the Registrant's Form 10-K for the fiscal year ended
December 28, 1997.

     (b) The contents of the Registrant's Form 10-Q for the first quarter ended
April 5, 1998.

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

Item 6.       Indemnification of Directors and Officers.

     The Registrant is governed by Minnesota Statutes Chapter 302A. Minnesota
Statutes Section 302A.521 provides that a corporation shall indemnify any person
made or threatened to be made a party to any proceeding by reason of the former
or present official capacity of such person against judgments, penalties, fines,
including, without limitation, excise taxes assessed against such person with
respect to an employee benefit plan, settlements, and reasonable expenses,
including attorney's fees and disbursements, incurred by such person in
connection with the proceeding, if, with respect to the acts or omissions of
such person complained of in the proceeding, such person has not been
indemnified by another organization or employee benefit plan for the same
expenses with respect to the same acts or omissions; acted in good faith;
received no improper personal benefit and Section 302A.255, if applicable, has
been satisfied; in the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful; and in the case of acts or omissions by
persons in their official capacity for the corporation, reasonably believed that
the conduct was in the best interests of the corporation, or in the case of acts
or omissions by persons in their capacity for other organizations, reasonably
believed that the conduct was not opposed to the best interests of the
corporation.

Item 8.  Exhibits.

     5.       Opinion of Maslon Edelman Borman & Brand, LLP
     23(1).   Consent of Arthur Andersen LLP
     23(2).   Consent of Maslon Edelman Borman & Brand, LLP (contained in 
              Exhibit 5).
     24.      Power of Attorney (included on Page 5).

                                   Page 2 of 9
3

Item 9.       Undertakings.

     The undersigned Registrant hereby undertakes:

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

         (i)  To include any prospectus required by Section 10(a)(3) of the 
     Securities Act of 1933;

         (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. Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high and 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 20 percent change in the maximum aggregate
     offering price set forth in the "Calculation of Registration Fee" table in
     the effective 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.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities and

                                   Page 3 of 9
4

Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.

                                   Page 4 of 9
5

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 Minneapolis, State of Minnesota, on May 19, 1998.

                                           RAINFOREST CAFE, INC.
                                            Registrant

                                           By s/ Kenneth W. Brimmer
                                              ----------------------------------
                                                   President

                                   Page 5 of 9
6

                                POWER OF ATTORNEY

      We, the undersigned officers and directors of Rainforest Cafe, Inc.,
hereby severally constitute Mark S. Robinow, our true and lawful attorney with
full power to him, to sign for us and in our names, in the capacities indicated
below the registration statement filed herewith and any amendments to said
registration statement, and generally to do all such things in our name and
behalf in our capacities as officers and directors to enable Rainforest Cafe,
Inc. to comply with the provisions of the Securities Act of 1933 as amended, and
all requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said registration statement and any and all amendments thereto.

      Pursuant to the requirements of the Securities Exchange Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
NAME                                        TITLE                                           DATE
s/ Lyle Berman                              Chairman of the Board, Chief                May 19, 1998
------------------------------------        Executive Officer (principal executive
Lyle Berman                                 officer)
                                            

s/ Kenneth W. Brimmer                       President, Secretary and Director           May 19, 1998
------------------------------------
Kenneth W. Brimmer

s/ David L. Rogers                          Director                                    May 19, 1998
------------------------------------
David L. Rogers

s/ Joel N. Waller                           Director                                    May 19, 1998
------------------------------------
Joel N. Waller

s/ Steven W. Schussler                      Director                                    May 19, 1998
------------------------------------
Steven W. Schussler

s/ Ercu Ucan                                Director                                    May 19, 1998
------------------------------------
Ercu Ucan

s/ Mark S. Robinow                          Chief Financial Officer                     May 19, 1998
------------------------------------        (principal accounting officer)  
Mark S. Robinow
Page 6 of 9
7

                                    EXHIBITS

Exhibit Number           Description of Exhibit                         Page No.
--------------   ----------------------------------                     --------

5.               Opinion of Maslon Edelman Borman & Brand, LLP             8
23.1             Consent of Arthur Andersen LLP                            9
23.2             Consent of Maslon Edelman Borman & Brand, LLP
                  (contained in Exhibit 5).                                8
24.              Power of Attorney (included on Page 6).                   6

                                   Page 7 of 9