<PAGE>




                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

             ------------------------------------------------------
                             REGISTRATION STATEMENT
                                   ON FORM S-8
                                      Under
                           THE SECURITIES ACT OF 1933

                             FASHION DYNAMICS CORP.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         NEVADA                                               88-0378451
(State or other jurisdiction                                 (IRS Employer
 of incorporation or organization)                           Identification No.)


                        2500 - 1177 WEST HASTINGS STREET
                           VANCOUVER, BRITISH COLUMBIA
                                 CANADA V6E 2K3
                                 (604) 608-1610
--------------------------------------------------------------------------------
              (Address of registrant's Principal Executive Offices)

                            2000 Stock Option Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)

                            Yiu Joe Cheung, President
                        2500 - 1177 West Hastings Street
                           Vancouver, British Columbia
                                 Canada V6E 2K3
                                 (604) 608-1610
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                        Copies of all communications to:
                                 Gary J. Kocher
                                 Kevin L. Gruben
                            Preston Gates & Ellis LLP
                          701 Fifth Avenue, Suite 5000
                                Seattle, WA 98104
                                 (206) 623-7580

<PAGE>


<TABLE>
<CAPTION>

Title of each class of                           Proposed maximum           Proposed
   securities to be         Amount to be        offering price per           maximum                 Amount of
      registered           registered (1)            share (2)          aggregate offering      registration fee (2)
--------------------    ------------------    -------------------            price (2)        -----------------------
                                                                        ----------------

<S>                           <C>                    <C>                  <C>                     <C>
 common stock, $0.001
       par value              3,900,000              $12.1875             $475,311,250.           $12,548.25
</TABLE>



         (1) Includes an indeterminate number of additional shares that may be
issued to adjust the number of shares issued pursuant to the stock option plan
described herein as the result of any future stock split, stock dividend or
similar adjustment of Fashion Dynamics' outstanding common stock.

         (2) Estimated pursuant to Rule 457(c) solely for purposes of
calculating amount of registration fee, based upon the average of the high and
low prices reported on March 13, 2000 as reported on the OTC Bulletin Board.

                The Exhibit Index appears on the Signature Page of this
registration statement.

                                       1
<PAGE>




PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are hereby incorporated by reference into this
registration statement:

         (a) Annual Report on Form 10-K filed with the Securities and
Exchange Commission on March 14, 2000.

         (b) The description of Fashion Dynamics' common stock, which is
contained in the Registration Statement on Form 10-SB filed on May 25, 1999
(Commission File No. 000-24757) in the section entitled "Item 11: Description of
Securities."

         In addition, all documents subsequently filed 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 into this registration statement and to be a
part hereof from the date of filing of such documents.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Nevada Revised Statutes provide for indemnification of the
Company's Officers, Directors and controlling persons against liabilities which
they may incur in such capacities. In general, any Officer, Director, employee
or agent may be indemnified against expenses, fines, settlements or judgments
arising in connection with a legal proceeding to which such person is a party,
if that person's actions were in good faith, were believed to be in the
Company's best interest, and were not unlawful. Unless such person is successful
upon the merits in such an action, indemnification may be awarded only after a
determination by independent decision of the Board of Directors, by legal
counsel, or by a vote of the shareholders, that the applicable standard of
conduct was met by the person to be indemnified.

            The circumstances under which indemnification is granted in
connection with an action brought on behalf of the Company is generally the same
as those set forth above; however, with respect to such actions, indemnification
is granted only with respect to expenses actually incurred in connection with
the defense or settlement of the action. In such actions, the person to be
indemnified must have acted in good faith and in a manner believed to have been
in the Company's best interest, and have not been adjudged liable for negligence
or misconduct. Indemnification may also be granted pursuant to the terms of
agreements which may be entered in the future or pursuant to a vote of
shareholders or Directors.

                                       2

<PAGE>



         The statutory provision cited above also grants the power to the
Company to purchase and maintain insurance which protects its Officers and
Directors against any liabilities incurred in connection with their service in
such a position, and such a policy may be obtained by the Company.

         Fashion Dynamics maintains directors' and officers' liability insurance
under which Fashion Dynamics' directors and officers are insured against loss
(as defined in the policy) as a result of claims brought against them for their
wrongful acts in such capacities.

ITEM 8.  EXHIBITS.

         The Exhibits to this registration statement are listed in the Index to
Exhibits on the signature page.

ITEM 9.  UNDERTAKINGS.

         (a)  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 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.

         (b) 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 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) 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
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.

                                       3
<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 Vancouver, British Columbia on this 14th day of
March, 2000.

                                             FASHION DYNAMICS CORP.

                                             /s/ YIU JOE CHEUNG
                                             ---------------------------------
                                                 Yiu Joe Cheung
                                                 President

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities on March 14, 2000.

/s/ YIU JOE CHEUNG                    President, Secretary, Treasurer, Director
-----------------------               (principal executive officer)
    Yiu Joe Cheung


INDEX TO EXHIBITS

Exhibit Number                              Description
--------------------------------------------------------------

5.1               Opinion of Counsel regarding legality

23.1              Consent of Independent Public Accountant

23.2              Consent of Counsel (included in Exhibit 5.1)

99.1              eMagin Corporation 2000 Stock Option Plan

                                       4
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 11248}]
{"company-data": {"conformed-name": "FASHION DYNAMICS CORP", "cik": "0001046995", "assigned-sic": "7200", "irs-number": "880352465", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32474", "film-number": "569441"}, "business-address": {"street1": "1177 WEST HASTINGS STREET", "street2": "SUITE 2000 V6E 2K3", "city": "VANCOUVER B C", "phone": "7022564250"}, "mail-address": {"street1": "1177 WEST HASTINGS STREET", "street2": "SUITE 2000 V6E 2K3", "city": "VANCOUVER B C"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

             ------------------------------------------------------
                             REGISTRATION STATEMENT
                                   ON FORM S-8
                                      Under
                           THE SECURITIES ACT OF 1933

                             FASHION DYNAMICS CORP.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         NEVADA                                               88-0378451
(State or other jurisdiction                                 (IRS Employer
 of incorporation or organization)                           Identification No.)

                        2500 - 1177 WEST HASTINGS STREET
                           VANCOUVER, BRITISH COLUMBIA
                                 CANADA V6E 2K3
                                 (604) 608-1610
--------------------------------------------------------------------------------
              (Address of registrant's Principal Executive Offices)

                            2000 Stock Option Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)

                            Yiu Joe Cheung, President
                        2500 - 1177 West Hastings Street
                           Vancouver, British Columbia
                                 Canada V6E 2K3
                                 (604) 608-1610
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                        Copies of all communications to:
                                 Gary J. Kocher
                                 Kevin L. Gruben
                            Preston Gates & Ellis LLP
                          701 Fifth Avenue, Suite 5000
                                Seattle, WA 98104
                                 (206) 623-7580
Title of each class of                           Proposed maximum           Proposed
   securities to be         Amount to be        offering price per           maximum                 Amount of
      registered           registered (1)            share (2)          aggregate offering      registration fee (2)
--------------------    ------------------    -------------------            price (2)        -----------------------
                                                                        ----------------
common stock, $0.001
       par value              3,900,000              $12.1875             $475,311,250.           $12,548.25
(1) Includes an indeterminate number of additional shares that may be
issued to adjust the number of shares issued pursuant to the stock option plan
described herein as the result of any future stock split, stock dividend or
similar adjustment of Fashion Dynamics' outstanding common stock.

         (2) Estimated pursuant to Rule 457(c) solely for purposes of
calculating amount of registration fee, based upon the average of the high and
low prices reported on March 13, 2000 as reported on the OTC Bulletin Board.

                The Exhibit Index appears on the Signature Page of this
registration statement.

                                       1
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are hereby incorporated by reference into this
registration statement:

         (a) Annual Report on Form 10-K filed with the Securities and
Exchange Commission on March 14, 2000.

         (b) The description of Fashion Dynamics' common stock, which is
contained in the Registration Statement on Form 10-SB filed on May 25, 1999
(Commission File No. 000-24757) in the section entitled "Item 11: Description of
Securities."

         In addition, all documents subsequently filed 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 into this registration statement and to be a
part hereof from the date of filing of such documents.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Nevada Revised Statutes provide for indemnification of the
Company's Officers, Directors and controlling persons against liabilities which
they may incur in such capacities. In general, any Officer, Director, employee
or agent may be indemnified against expenses, fines, settlements or judgments
arising in connection with a legal proceeding to which such person is a party,
if that person's actions were in good faith, were believed to be in the
Company's best interest, and were not unlawful. Unless such person is successful
upon the merits in such an action, indemnification may be awarded only after a
determination by independent decision of the Board of Directors, by legal
counsel, or by a vote of the shareholders, that the applicable standard of
conduct was met by the person to be indemnified.

            The circumstances under which indemnification is granted in
connection with an action brought on behalf of the Company is generally the same
as those set forth above; however, with respect to such actions, indemnification
is granted only with respect to expenses actually incurred in connection with
the defense or settlement of the action. In such actions, the person to be
indemnified must have acted in good faith and in a manner believed to have been
in the Company's best interest, and have not been adjudged liable for negligence
or misconduct. Indemnification may also be granted pursuant to the terms of
agreements which may be entered in the future or pursuant to a vote of
shareholders or Directors.

                                       2
The statutory provision cited above also grants the power to the
Company to purchase and maintain insurance which protects its Officers and
Directors against any liabilities incurred in connection with their service in
such a position, and such a policy may be obtained by the Company.

         Fashion Dynamics maintains directors' and officers' liability insurance
under which Fashion Dynamics' directors and officers are insured against loss
(as defined in the policy) as a result of claims brought against them for their
wrongful acts in such capacities.

ITEM 8.  EXHIBITS.

         The Exhibits to this registration statement are listed in the Index to
Exhibits on the signature page.

ITEM 9.  UNDERTAKINGS.

         (a)  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 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.

         (b) 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 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) 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
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.

                                       3
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 Vancouver, British Columbia on this 14th day of
March, 2000.

                                             FASHION DYNAMICS CORP.

                                             /s/ YIU JOE CHEUNG
                                             ---------------------------------
                                                 Yiu Joe Cheung
                                                 President

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities on March 14, 2000.

/s/ YIU JOE CHEUNG                    President, Secretary, Treasurer, Director
-----------------------               (principal executive officer)
    Yiu Joe Cheung

INDEX TO EXHIBITS

Exhibit Number                              Description
--------------------------------------------------------------

5.1               Opinion of Counsel regarding legality

23.1              Consent of Independent Public Accountant

23.2              Consent of Counsel (included in Exhibit 5.1)

99.1              eMagin Corporation 2000 Stock Option Plan

                                       4