<PAGE>

     As filed with the Securities and Exchange Commission on May 19, 2000

                                                     REGISTRATION NO. 333-66845

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                              POWER TECHNOLOGY, INC.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

              NEVADA                                    88-0395816
--------------------------------------------------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

                1000 WEST BONANZA ROAD, LAS VEGAS, NEVADA 89106
--------------------------------------------------------------------------------
                   (Address of principal executive offices)

                            STOCK COMPENSATION PLAN
--------------------------------------------------------------------------------
                              (Full title of Plan)

                              LEE A. BALAK, PRESIDENT
                              POWER TECHNOLOGY, INC.
                              1000 WEST BONANZA ROAD
                              LAS VEGAS, NEVADA 89106
                                  (702) 382-3385
--------------------------------------------------------------------------------
                   (Name and address of agent for service)

                                (405) 235-2111
--------------------------------------------------------------------------------
        (Telephone number, including area code, of agent for service)

                                     Copies to:

                          STEPHEN A. ZRENDA, JR., ESQ.
                          STEPHEN A. ZRENDA, JR., P.C.
                               100 NORTH BROADWAY
                                    SUITE 2100
                      OKLAHOMA CITY, OKLAHOMA 73102-8601

                              -----------------------
<TABLE>
<CAPTION>
================================================================================================================================
                                              CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------------
    Title of Each Class of     Amount to be       Proposed Maximum Offering       Proposed Maximum              Amount of
  Securities to be registered  Registered(1)         Price per share(2)       Aggregate Offering Price       Registration Fee
--------------------------------------------------------------------------------------------------------------------------------
  <S>                          <C>                <C>                         <C>                            <C>
         Common Stock,         1,500,000 shares(3)          $0.937                   $1,405,500                   $391
        $.001 par value
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
     as amended (the "Securities Act"), this Registration Statement also
     covers an indeterminate number of additional shares that may be issued in
     connection with share splits, share dividends or similar transactions
     relating to the plans/consulting agreements described herein.
(2)  Estimated pursuant to Rule 457(c) under the Securities Act, solely for
     the purpose of calculating the registration fee, based on the average
     of the bid and asked prices of the Company's common stock as reported
     within five business days prior to the date of this filing.
<PAGE>

                                   PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.   PLAN INFORMATION.

          *

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

          *

     * The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933 (the "Securities Act"). Such documents(s)
are not being filed with the Commission, but constitute (along with the
documents incorporated by reference into the Registration Statement pursuant
to Item 3 of Part II hereof) a prospectus that meets the requirements of
Section 10(a) of the Securities Act.


                                       2
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents previously or concurrently filed by the Company
with the Commission are hereby incorporated by reference into this Registration
Statement:

     (a)  The Company's Form 10-KSB filed by the Company (SEC File No. 0-24857)
          under the Securities Exchange Act of 1934, as amended (the "Exchange
          Act"), for its fiscal year ended January 31, 2000.

     (b)  All reports to be filed pursuant to Section 13(a) or 15(d) of the
          Exchange Act after the filing of the Form 10-SB Registration
          Statement referred to in (a) above.

     All of the above documents and documents subsequently filed by the
Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed
incorporated by reference into this Form S-8 Registration Statement and to be
a part thereof from the date of the filing of such documents. Any statement
contained in the documents incorporated, or deemed to be incorporated, by
reference herein or therein shall be deemed to be modified or superseded for
purposes of this Form S-8 Registration Statement and the prospectus which is
a part hereof (the "Prospectus") to the extent that a statement contained
herein or therein or in any other subsequently filed document which also is,
or is deemed to be, incorporated by reference herein or therein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Form S-8 Registration Statement and the Prospectus.

     All documents incorporated by reference herein will be made available to
all participants without charge, upon written or oral request. Other
documents required to be delivered to participants pursuant to Rule 428(b)(1)
under the Securities Act of 1933 are also available without charge, upon
written or oral request. All requests for documents shall be directed to:

                            Lee A. Balak, President
                            Power Technology, Inc.
                            1000 West Bonanza Road
                            Las Vegas, Nevada 89106
                                (702) 382-3385


                                       3
<PAGE>

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 Company is a Nevada corporation. Section 78.751 of the General
Corporation Law of Nevada (the "GCL") provides authority for broad
indemnification of officers, directors, employees and agents of a corporation,
with certain specified exceptions.

          The Twelfth Article of the Company's Articles of Incorporation
provides that the Company shall have the power to indemnify its directors,
officers, employees and agents to the fullest extent allowed by the GCL.

          At the present time, the Company does not have any officer-director
liability insurance although permitted by Section 78.752 of the GCL, nor does
the Company have indemnification agreements with any of its directors,
officers, employees or agents.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8.   EXHIBITS

          See the Exhibit Index following the signature page in this
Registration Statement, which Exhibit Index is incorporated herein by
reference.

ITEM 9.   UNDERTAKINGS

     (a)  The undersigned Company hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to the Registration Statement
               to: (i) include any prospectus required by Section 10(a)(3) of
               the Securities Act; (ii) reflect in the prospectus any facts
               or events arising after the effective date of the Registration
               Statement which, individually or in the aggregate, represent
               a fundamental change in the information set forth in the
               Registration Statement; and 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
               end of the estimated maximum offering range may be selected in
               the form of a prospectus filed with the Commission pursuant to
               Rule 424(b) if, in the aggregate, the changes in volume and
               price represent no more than a 20 percent change in the
               maximum aggregate offering price set forth in the "Calculation
               of Registration" table in the


                                       4
<PAGE>

               effective registration statement; and (iii) 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 provisions (i) and (ii) of
               this undertaking are inapplicable if the information to be
               filed thereunder is contained in periodic reports filed by the
               Company pursuant to the Exchange Act that are incorporated by
               reference into 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; and

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

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

     (c)  The Company hereby undertakes that, for purposes of determining any
          liability under the Securities Act, each filing of the Company's
          annual report pursuant to Section 13(a) or 15(d) of the Exchange
          Act (and, where applicable, each filing of an employee benefit
          plan's annual report pursuant to Section 15(d) of the Exchange Act)
          that is incorporated by reference in 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.


                                       5
<PAGE>

                                  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 Las Vegas, State of Nevada, on May 19, 2000.

                                       POWER TECHNOLOGY, INC.

                                       By: /s/ Lee A. Balak, President
                                          ------------------------------------
                                           Lee A. Balak, President

<TABLE>
<CAPTION>
<S>                                                  <C>
/s/ Lee A. Balak                                     /s/ Alvin A. Snaper
-----------------------------------------------      --------------------------------------
Lee A. Balak                                         Alvin A. Snaper
Director, President and Chief Financial Officer      Secretary, Vice President and Director
(Principal Financial and Accounting Officer)

/s/ Hugo P. Pomrehn                                  /s/ William E. McNerney
-----------------------------------------------      --------------------------------------
Hugo P. Pomrehn                                      William E. McNerney
Director                                             Director and Executive Vice President
</TABLE>


                                       6
<PAGE>

                             POWER TECHNOLOGY, INC.

                                  EXHIBIT INDEX
                                       TO
                        FORM S-8 REGISTRATION STATEMENT

<TABLE>
<CAPTION>
<S>            <C>
EXHIBIT NO.    DESCRIPTION
-----------    -----------
    5.1        Opinion of Stephen A. Zrenda, Jr., P.C.

   23.1        Consent of Stephen A. Zrenda, Jr., P.C.

   23.2        Consent of Brad Beckstead, C.P.A.
</TABLE>



                                       7
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 15368}]
{"company-data": {"conformed-name": "POWER TECHNOLOGY INC/CN", "cik": "0001066978", "assigned-sic": "3714", "irs-number": "880395816", "state-of-incorporation": "NV", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37432", "film-number": "640247"}, "business-address": {"street1": "1000 W BONANZA RD", "street2": "604-925-0716", "city": "LAS VEGAS", "state": "NV", "zip": "89106", "phone": "7023823385"}, "mail-address": {"street1": "1000 W BONANZA RD", "city": "LAS VEGAS", "state": "NV", "zip": "89106"}}
As filed with the Securities and Exchange Commission on May 19, 2000

                                                     REGISTRATION NO. 333-66845

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                              POWER TECHNOLOGY, INC.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

              NEVADA                                    88-0395816
--------------------------------------------------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

                1000 WEST BONANZA ROAD, LAS VEGAS, NEVADA 89106
--------------------------------------------------------------------------------
                   (Address of principal executive offices)

                            STOCK COMPENSATION PLAN
--------------------------------------------------------------------------------
                              (Full title of Plan)

                              LEE A. BALAK, PRESIDENT
                              POWER TECHNOLOGY, INC.
                              1000 WEST BONANZA ROAD
                              LAS VEGAS, NEVADA 89106
                                  (702) 382-3385
--------------------------------------------------------------------------------
                   (Name and address of agent for service)

                                (405) 235-2111
--------------------------------------------------------------------------------
        (Telephone number, including area code, of agent for service)

                                     Copies to:

                          STEPHEN A. ZRENDA, JR., ESQ.
                          STEPHEN A. ZRENDA, JR., P.C.
                               100 NORTH BROADWAY
                                    SUITE 2100
                      OKLAHOMA CITY, OKLAHOMA 73102-8601

                              -----------------------
================================================================================================================================
                                              CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------------
    Title of Each Class of     Amount to be       Proposed Maximum Offering       Proposed Maximum              Amount of
  Securities to be registered  Registered(1)         Price per share(2)       Aggregate Offering Price       Registration Fee
--------------------------------------------------------------------------------------------------------------------------------
Common Stock,         1,500,000 shares(3)          $0.937                   $1,405,500                   $391
        $.001 par value
--------------------------------------------------------------------------------------------------------------------------------
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
     as amended (the "Securities Act"), this Registration Statement also
     covers an indeterminate number of additional shares that may be issued in
     connection with share splits, share dividends or similar transactions
     relating to the plans/consulting agreements described herein.
(2)  Estimated pursuant to Rule 457(c) under the Securities Act, solely for
     the purpose of calculating the registration fee, based on the average
     of the bid and asked prices of the Company's common stock as reported
     within five business days prior to the date of this filing.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.   PLAN INFORMATION.

          *

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

          *

     * The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933 (the "Securities Act"). Such documents(s)
are not being filed with the Commission, but constitute (along with the
documents incorporated by reference into the Registration Statement pursuant
to Item 3 of Part II hereof) a prospectus that meets the requirements of
Section 10(a) of the Securities Act.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents previously or concurrently filed by the Company
with the Commission are hereby incorporated by reference into this Registration
Statement:

     (a)  The Company's Form 10-KSB filed by the Company (SEC File No. 0-24857)
          under the Securities Exchange Act of 1934, as amended (the "Exchange
          Act"), for its fiscal year ended January 31, 2000.

     (b)  All reports to be filed pursuant to Section 13(a) or 15(d) of the
          Exchange Act after the filing of the Form 10-SB Registration
          Statement referred to in (a) above.

     All of the above documents and documents subsequently filed by the
Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed
incorporated by reference into this Form S-8 Registration Statement and to be
a part thereof from the date of the filing of such documents. Any statement
contained in the documents incorporated, or deemed to be incorporated, by
reference herein or therein shall be deemed to be modified or superseded for
purposes of this Form S-8 Registration Statement and the prospectus which is
a part hereof (the "Prospectus") to the extent that a statement contained
herein or therein or in any other subsequently filed document which also is,
or is deemed to be, incorporated by reference herein or therein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Form S-8 Registration Statement and the Prospectus.

     All documents incorporated by reference herein will be made available to
all participants without charge, upon written or oral request. Other
documents required to be delivered to participants pursuant to Rule 428(b)(1)
under the Securities Act of 1933 are also available without charge, upon
written or oral request. All requests for documents shall be directed to:

                            Lee A. Balak, President
                            Power Technology, Inc.
                            1000 West Bonanza Road
                            Las Vegas, Nevada 89106
                                (702) 382-3385

                                       3
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 Company is a Nevada corporation. Section 78.751 of the General
Corporation Law of Nevada (the "GCL") provides authority for broad
indemnification of officers, directors, employees and agents of a corporation,
with certain specified exceptions.

          The Twelfth Article of the Company's Articles of Incorporation
provides that the Company shall have the power to indemnify its directors,
officers, employees and agents to the fullest extent allowed by the GCL.

          At the present time, the Company does not have any officer-director
liability insurance although permitted by Section 78.752 of the GCL, nor does
the Company have indemnification agreements with any of its directors,
officers, employees or agents.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8.   EXHIBITS

          See the Exhibit Index following the signature page in this
Registration Statement, which Exhibit Index is incorporated herein by
reference.

ITEM 9.   UNDERTAKINGS

     (a)  The undersigned Company hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to the Registration Statement
               to: (i) include any prospectus required by Section 10(a)(3) of
               the Securities Act; (ii) reflect in the prospectus any facts
               or events arising after the effective date of the Registration
               Statement which, individually or in the aggregate, represent
               a fundamental change in the information set forth in the
               Registration Statement; and 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
               end of the estimated maximum offering range may be selected in
               the form of a prospectus filed with the Commission pursuant to
               Rule 424(b) if, in the aggregate, the changes in volume and
               price represent no more than a 20 percent change in the
               maximum aggregate offering price set forth in the "Calculation
               of Registration" table in the

                                       4
effective registration statement; and (iii) 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 provisions (i) and (ii) of
               this undertaking are inapplicable if the information to be
               filed thereunder is contained in periodic reports filed by the
               Company pursuant to the Exchange Act that are incorporated by
               reference into 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; and

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

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

     (c)  The Company hereby undertakes that, for purposes of determining any
          liability under the Securities Act, each filing of the Company's
          annual report pursuant to Section 13(a) or 15(d) of the Exchange
          Act (and, where applicable, each filing of an employee benefit
          plan's annual report pursuant to Section 15(d) of the Exchange Act)
          that is incorporated by reference in 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.

                                       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 Las Vegas, State of Nevada, on May 19, 2000.

                                       POWER TECHNOLOGY, INC.

                                       By: /s/ Lee A. Balak, President
                                          ------------------------------------
                                           Lee A. Balak, President
/s/ Lee A. Balak                                     /s/ Alvin A. Snaper
-----------------------------------------------      --------------------------------------
Lee A. Balak                                         Alvin A. Snaper
Director, President and Chief Financial Officer      Secretary, Vice President and Director
(Principal Financial and Accounting Officer)

/s/ Hugo P. Pomrehn                                  /s/ William E. McNerney
-----------------------------------------------      --------------------------------------
Hugo P. Pomrehn                                      William E. McNerney
Director                                             Director and Executive Vice President
6
POWER TECHNOLOGY, INC.

                                  EXHIBIT INDEX
                                       TO
                        FORM S-8 REGISTRATION STATEMENT
EXHIBIT NO.    DESCRIPTION
-----------    -----------
    5.1        Opinion of Stephen A. Zrenda, Jr., P.C.

   23.1        Consent of Stephen A. Zrenda, Jr., P.C.

   23.2        Consent of Brad Beckstead, C.P.A.
7