Registration No. 333-
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 24, 1999
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   LABTEC INC.
                     -------------------------------------
             (Exact name of registrant as specified in its charter)

                    MASSACHUSETTS                               04-3116697
                    -------------                               ----------
         (State or other jurisdiction of                     (I.R.S. Employer
         incorporation or organization)                     Identification No.)

         1499 S.E. TECH CENTER PLACE, SUITE 350
                VANCOUVER, WASHINGTON                              98683
                ---------------------                              -----
          (Address of Principal Executive Offices)              (Zip Code)
              1997 AMENDED AND RESTATED EMPLOYEE STOCK OPTION PLAN
              ----------------------------------------------------
                            (Full title of the plan)

                            ROBERT G. WICK, PRESIDENT
                                   LABTEC INC.
                     1499 S.E. TECH CENTER PLACE, SUITE 350
                               VANCOUVER, WA 98683
                     (Name and address of agent for service)

                                  360-896-2000
          (Telephone number, including area code, of agent for service)

   WITH A COPY TO:             MARK S. HIRSCH, ESQ.
                       PARKER CHAPIN FLATTAU & KLIMPL, LLP
                           1211 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10036
                                 (212) 704-6105

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================
                                          Proposed Maximum     Proposed Maximum     Amount Of
Title Of Securities     Amount To Be     Offering Price Per   Aggregate Offering  Registration
To Be Registered        Registered(1)         Share(2)             Price(2)           Fee(2)
-----------------------------------------------------------------------------------------------
<S>                     <C>              <C>                  <C>                 <C>
Common Stock, par       182,830 shares        $1.524             $278,633           $ 77.46
value $.01 per share     92,477 shares        $4.572             $422,805           $117.54
                        133,000 shares        $5.375             $714,875           $198.74
                        165,000 shares        $5.000             $825,000           $229.35
                        134,650 shares        $3.875             $521,769           $145.05
                        176,994 shares        $3.875             $685,852           $190.67
-----------------------------------------------------------------------------------------------
       TOTAL            884,951 shares                                              $958.81
===============================================================================================
</TABLE>
(1)      Pursuant to Rule 416(b), there shall also be deemed covered hereby such
         additional  securities  as may result  from  anti-dilution  adjustments
         under the 1997 Amended and Restated Employee Stock Option Plan.
(2)      Estimated solely for the purpose of calculating the registration fee on
         the basis of, pursuant to Rule 457(h):  (i) with respect to outstanding
         options to purchase  182,830 shares under the 1997 Amended and Restated
         Employee  Stock  Option  Plan (the "1997  Plan"),  the  exercise  price
         thereof of $1.524 per share;  (ii) with respect to outstanding  options
         to purchase  92,477  shares  under the 1997 Plan,  the  exercise  price
         thereof of $4.572 per share; (iii) with respect to outstanding  options
         to purchase  133,000  shares under the 1997 Plan,  the  exercise  price
         thereof of $5.375 per share;  (iv) with respect to outstanding  options
         to purchase  165,000  shares under the 1997 Plan,  the  exercise  price
         thereof of $5.00 per share; (v) with respect to outstanding  options to
         purchase 134,650 shares under the 1997 Plan, the exercise price thereof
         of $3.875 per share;  and (vi) the average of the bid and asked  prices
         per  share of the  registrant's  Common  Stock on the  Nasdaq  National
         Market on  November  22,  1999 with  respect to the  remaining  176,994
         shares subject to future grant under the 1997 Plan.
<PAGE>

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following  documents  heretofore  filed  by the  Company  with the
Securities and Exchange  Commission (File No. 0-27302) pursuant to Section 13(a)
of the  Securities  Exchange  Act of 1934,  as  amended  (the "1934  Act"),  are
incorporated  herein by reference:  the Company's (a) Annual Report on Form 10-K
for the fiscal year ended March 31, 1999,  as amended on Amendment No. 1 on Form
10-K/A  filed  July 29,  1999;  (b) the  Quarterly  Reports on Form 10-Q for the
fiscal  quarters  ended June 30, 1999 and September 30, 1999;  (c) the Company's
Current  Reports on Form 8-K dated  August  20,  1999  (date of  earliest  event
reported)  and  November  1, 1999  (date of  earliest  event  reported)  and the
Company's  Current  Report on Form 8-K/A dated August 20, 1999 (date of earliest
event reported); and (c) the description of the Company's Common Stock contained
in the Company's  Registration  Statement on Form 8-A filed on November 29, 1995
under the 1934 Act,  including  any amendment or report filed for the purpose of
updating such description.

         All  documents  filed  subsequent  to the  date  of  this  Registration
Statement pursuant to Sections 13(a),  13(c), 14 or 15(d) of the 1934 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 a part hereof from the date of the filing of such documents.
Any statement contained in a document  incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes of
this Registration  Statement to the extent that a statement  contained herein or
in any  other  subsequently  filed  document  which  also is or is  deemed to be
incorporated by reference herein modifies or supersedes such 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.

         Section 67 of chapter 156B of the  Massachusetts  Business  Corporation
Law grants the Registrant the power to indemnify any director, officer, employee
or agent to whatever extent permitted by the Registrant's  Restated  Articles of
Organization,  as amended, Amended and Restated By-laws or a vote adopted by the
holders of a majority of the shares of stock entitled to vote on the election of
directors, unless the proposed indemnitee has been adjudicated in any proceeding
not to have acted in good faith in the reasonable  belief that his action was in
the best  interests  of the  corporation  or, to the extent  that the matter for
which  indemnification  is sought relates to service with respect to an employee
benefit plan, in the best interests of the participants or beneficiaries of such
employee  benefit  plan.  Such   indemnification  may  include  payment  by  the
Registrant  of  expenses  incurred in  defending  a civil or criminal  action or
proceeding  in advance of the final  disposition  of such action or  proceeding,
upon receipt of an undertaking  by the person


                                      -2-
<PAGE>


indemnified  to repay such payment if he shall be adjudicated to be not entitled
to indemnification under the statute.

         Article VI of the  Registrant's  By-laws  provides that the  Registrant
shall, to the extent legally permissible, indemnify each person who may serve or
who has served at any time as a director or officer of the corporation or of any
of its  subsidiaries,  or who at the request of the  corporation may serve or at
any time has  served  as a  director,  officer  or  trustee  of, or in a similar
capacity with,  another  organization or an employee  benefit plan,  against all
expenses and  liabilities  (including  counsel fees,  judgments,  fines,  excise
taxes,  penalties and amounts payable in settlements)  reasonably incurred by or
imposed upon such person in connection with any threatened, pending or completed
action,  suit or other proceeding,  whether civil,  criminal,  administrative or
investigative,  in which he may  become  involved  by reason of his  serving  or
having served in such capacity (other than a proceeding voluntarily initiated by
such person unless he is successful on the merits, the proceeding was authorized
by the corporation or the proceeding seeks a declaratory  judgment regarding his
own conduct);  provided that no  indemnification  shall be provided for any such
person  with  respect  to any  matter  as to which he shall  have  been  finally
adjudicated  in any proceeding not to have acted in good faith in the reasonable
belief that his action was in the best interests of the  corporation  or, to the
extent such matter relates to service with respect to any employee benefit plan,
in the best  interests of the  participants  or  beneficiaries  of such employee
benefit plan;  and  provided,  further,  that as to any matter  disposed of by a
compromise  payment by such person,  pursuant to a consent  decree or otherwise,
the payment and  indemnification  thereof have been approved by the corporation,
which approval shall not  unreasonably  be withheld,  or by a court of competent
jurisdiction.  Such indemnification  shall include payment by the corporation of
expenses  incurred  in  defending a civil or criminal  action or  proceeding  in
advance of the final  disposition of such action or proceeding,  upon receipt of
an  undertaking  by the person  indemnified to repay such payment if he shall be
adjudicated  to be not  entitled to  indemnification  under  Article  VI,  which
undertaking  may be accepted  without  regard to the  financial  ability of such
person to make repayment.

         A person  entitled to  indemnification  under  Article VI whose  duties
include service or  responsibilities as a fiduciary with respect to a subsidiary
or  other  organization  shall be  deemed  to have  acted  in good  faith in the
reasonable  belief that his action was in the best interests of the  corporation
if he acted in good faith in the  reasonable  belief  that his action was in the
best interests of such  subsidiary or  organization  or of the  participants  or
beneficiaries  of, or other  persons  with  interests  in,  such  subsidiary  or
organization to whom he had a fiduciary duty.

         The  indemnification  provided  for in Article  VI is a contract  right
inuring to the  benefit  of the  directors,  officers  and  others  entitled  to
indemnification.  In addition, the indemnification is expressly not exclusive of
any other rights to which such director, officer or other person may be entitled
by  contract  or  otherwise  under law,  and inures to the benefit of the heirs,
executors and administrators of such a person.

         Section  13(b) (1 1/2) of chapter  156B of the  Massachusetts  Business
Corporation   Law  provides  that  a   corporation   may,  in  its  articles  of
organization,  eliminate  or  limit  a  director's  personal  liability  to  the
corporation or its  stockholders  for monetary damages for breaches of fiduciary
duty,  except in circumstances  involving (i) a breach of the director's duty of
loyalty to the  corporation or its  stockholders,  (ii) acts or omissions not in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law,  (iii)   unauthorized   distributions   and  loans  to  insiders  and  (iv)
transactions  from which the  director  derived an  improper  personal  benefit.
Section  VI.C.5.  of the  Registrant's  Restated  Articles of  Organization,  as
amended, provides that no director shall be


                                      -3-
<PAGE>


personally  liable to the corporation or its  stockholders  for monetary damages
for any breach of  fiduciary  duty as a director,  except to the extent that the
elimination or limitation of liability is not permitted under the  Massachusetts
Business Corporation Law as in effect when such liability is determined.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

         Exhibit
         Number
         ------

           4.1      Restated   Articles   of   Organization   of   the   Company
                    (Incorporated  by reference to Exhibit 3.1 to the  Company's
                    Annual  Report on Form 10-K for the fiscal  year ended March
                    31, 1999 (the "1999 Form 10-K")).

           4.2      Articles  of   Amendment   to  the   Restated   Articles  of
                    Organization  of the Company  (Incorporated  by reference to
                    Exhibit 3.2 to the 1999 Form 10-K).

           4.3      Articles  of   Amendment   to  the   Restated   Articles  of
                    Organization,  as amended,  of the Company  (Incorporated by
                    reference to Exhibit 3.3 to the Company's  Quarterly  Report
                    on Form 10-Q for the quarter ended September 30, 1999).

           5.1      Opinion and consent of Parker Chapin Flattau & Klimpl,  LLP,
                    counsel to the Company, as to the legality of the securities
                    being offered.

           23.1     Consent of PricewaterhouseCoopers LLP.

           23.2     Consent of Parker Chapin Flattau & Klimpl, LLP (Contained in
                    Exhibit 5.1).

           24.1     Power of  Attorney (Contained in  the signature page to this
                    registration statement).

           99.1     Amended  and  Restated  1997  Employee   Stock  Option  Plan
                    (Incorporated  by reference to Exhibit 10.1 to the 1999 Form
                    10-K).


                                      -4-
<PAGE>

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 end 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.

         (4)  If  the  registrant  is  a  foreign  private  issuer,  to  file  a
post-effective  amendment to the registration statement to include any financial
statements  required  by Rule 3-19 of this  chapter at the start of any  delayed
offering  or  throughout  a  continuous   offering.   Financial  statements  and
information  otherwise  required  by  Section  10(a)(3)  of the Act  need not be
furnished, provided, that the registrant includes in the prospectus, by means of
a  post-effective  amendment,  financial  statements  required  pursuant to this
paragraph  (a)(4)  and other  information  necessary  to  ensure  that all other
information  in the  prospectus  is at  least  as  current  as the date of those
financial   statements.   Notwithstanding   the   foregoing,   with  respect  to
registration  statements  on Form F-3, a  post-effective  amendment  need not be
filed to  include  financial  statements  and  information  required  by Section
10(a)(3) of the Act or Rule 3-19 of this  chapter if such  financial  statements
and information are contained in periodic reports filed with or furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange Act of 1934 that are  incorporated by reference in the Form
F-3.

         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  (and,  where  applicable,  each


                                      -5-
<PAGE>


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 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.


                                      -6-
<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,  State of Washington,  on the 22nd day of
November, 1999.

                                   LABTEC INC.


                                   By:  /s/ Robert G. Wick
                                        ________________________________________
                                        Robert G. Wick
                                        Chief Executive Officer and President

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints Robert G. Wick, Marc J. Leder and Rodger
R. Krouse, and each of them, his true and lawful  attorneys-in-fact  and agents,
each acting alone, with full powers of substitution and resubstitution,  for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments (including,  without limitation,  post-effective  amendments) to this
Registration  Statement,  and to file the same, with all exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and purposes as he might or could do in person,  and hereby ratifies and
confirms all that his said  attorneys-in-fact  and agents, each acting alone, or
his  substitute  or  substitutes,  may lawfully do or cause to be done by virtue
thereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated.

<TABLE>
<CAPTION>
Signature                              Title
---------                              -----
<S>                                    <C>                                      <C>
/s/ Robert G. Wick                     Chief Executive Officer, President and   November 22, 1999
----------------------------------     Director
Robert G. Wick

/s/ Marc J. Leder                      Co-Chairman, Senior Vice President,      November 22, 1999
----------------------------------     Finance, Chief Financial Officer,
Marc J. Leder                          Treasurer and Director


/s/ Rodger R. Krouse                   Co-Chairman, Clerk and Director          November 22, 1999
----------------------------------
Rodger R. Krouse

/s/ Bradley A. Krouse                  Director                                 November 22, 1999
----------------------------------
Bradley A. Krouse

/s/ Joseph Pretlow
----------------------------------     Director                                 November 19, 1999
Joseph Pretlow
</TABLE>

                                      -7-
<PAGE>


<TABLE>
<CAPTION>
<S>                                    <C>                                      <C>
 /s/ George R. Rea                     Director                                 November 17, 1999
----------------------------------
George R. Rea

 /s/ Geoffrey Rehnert                  Director                                 November 22, 1999
----------------------------------
Geoffrey Rehnert

 /s/ Julian Rubinstein                 Director                                 November 22, 1999
----------------------------------
Julian Rubinstein

----------------------------------     Director                                 November __, 1999
Patrick J. Sullivan

/s/ Marc Wolpow                        Director                                 November 22, 1999
----------------------------------
Marc Wolpow
</TABLE>


<PAGE>

                                  EXHIBIT INDEX
                                  -------------
<TABLE>
<CAPTION>
    Exhibit
    Number                                                                        Page No.
    ------                                                                        --------
<S>            <C>                                                                <C>
      4.1      Restated Articles of Organization of the Company (Incorporated by
               reference to Exhibit 3.1 to the  Company's  Annual Report on Form
               10-K for the  fiscal  year ended  March 31,  1999 (the "1999 Form
               10-K")).

      4.2      Articles of Amendment to the Restated Articles of Organization of
               the Company (Incorporated by reference to Exhibit 3.2 to the 1999
               Form 10-K).

      4.3      Articles of Amendment to the Restated  Articles of  Organization,
               as amended, of the Company  (Incorporated by reference to Exhibit
               3.3 to the  Company's  Quarterly  Report  on  Form  10-Q  for the
               quarter ended September 30, 1999).

      5.1      Opinion  and  consent  of Parker  Chapin  Flattau & Klimpl,  LLP,
               counsel to the  Company,  as to the  legality  of the  securities
               being offered.

     23.1      Consent of PricewaterhouseCoopers LLP.

     23.2      Consent  of  Parker  Chapin  Flattau  & Klimpl, LLP (Contained in
               Exhibit 5.1).

     24.1      Power  of  Attorney  (Contained  in the  signature  page  to this
               registration statement).

     99.1      Amended   and   Restated   1997   Employee   Stock   Option  Plan
               (Incorporated  by  reference  to  Exhibit  10.1 to the 1999  Form
               10-K).
</TABLE>

<PAGE>
                                                                     Exhibit 5.1


                                                               November 23, 1999

Labtec Inc.
1499 S.E. Tech Center Place
Suite 350
Vancouver, Washington  98683

Ladies and Gentlemen:

         We have acted as counsel to Labtec  Inc.,  a  corporation  incorporated
under  the  laws  of the  Commonwealth  of  Massachusetts  (the  "Company"),  in
connection  with  its  filing  of a  registration  statement  on Form  S-8  (the
"Registration   Statement")   being  filed  with  the  Securities  and  Exchange
Commission  under  the  Securities  Act of 1933,  as  amended,  relating  to the
offering of stock  options to purchase up to 884,951  shares (the  "Shares")  of
Common  Stock,  par value  $.01 per  share  (the  "Common  Stock"),  granted  to
directors  of the Company  (including  directors  who are not  employees  of the
Company),  executive  officers  of the Company  and its  subsidiaries  and other
employees,  consultants  and advisors of the Company,  pursuant to the Company's
Amended and Restated 1997 Employee Stock Option Plan (the "Plan").

         In connection with the foregoing, we have examined, among other things,
the Plan, the Registration Statement,  and originals or copies,  satisfactory to
us, of all such corporate  records and of all such agreements,  certificates and
other  documents  as we have deemed  relevant  and  necessary as a basis for the
opinion  hereinafter  expressed.  In  such  examination,  we  have  assumed  the
genuineness of all signatures, the authenticity of all documents submitted to us
as  originals  and the  conformity  with the  original  documents  of  documents
submitted to us as copies. As to any facts material to such opinion, we have, to
the extent that relevant facts were not independently  established by us, relied
on certificates of public officials and certificates,  oaths and declarations of
officers or other representatives of the Registrant.

         Based upon and subject to the foregoing, we are of the opinion that the
Shares to be issued pursuant to the exercise of options granted or to be granted
under the Plan will be, when  issued  pursuant  to the  provisions  of the Plan,
validly issued, fully paid and non-assessable.

         We hereby consent to the filing of a copy of this opinion as an exhibit
to the Registration Statement.

                                      Very truly yours,

                                      /s/ Parker Chapin Flattau & Klimpl, LLP
                                      PARKER CHAPIN FLATTAU & KLIMPL, LLP
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 29040}]
{"company-data": {"conformed-name": "LABTEC INC /MA", "cik": "0001002175", "assigned-sic": "3577", "irs-number": "043116697", "state-of-incorporation": "MA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91653", "film-number": "99764312"}, "business-address": {"street1": "1499 SOUTHEAST TECH CENTER PLACE", "street2": "SUITE 350", "city": "VANCOUVER", "state": "WA", "zip": "98683", "phone": "3608962000"}, "mail-address": {"street1": "1499 SOUTHEAST TECH CENTER PLACE", "street2": "SUITE 350", "city": "VANCOUVER", "state": "WA", "zip": "98683"}, "former-company": {"former-conformed-name": "SPACETEC IMC CORP", "date-changed": "19951013"}}
Registration No. 333-
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 24, 1999
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   LABTEC INC.
                     -------------------------------------
             (Exact name of registrant as specified in its charter)

                    MASSACHUSETTS                               04-3116697
                    -------------                               ----------
         (State or other jurisdiction of                     (I.R.S. Employer
         incorporation or organization)                     Identification No.)

         1499 S.E. TECH CENTER PLACE, SUITE 350
                VANCOUVER, WASHINGTON                              98683
                ---------------------                              -----
          (Address of Principal Executive Offices)              (Zip Code)
              1997 AMENDED AND RESTATED EMPLOYEE STOCK OPTION PLAN
              ----------------------------------------------------
                            (Full title of the plan)

                            ROBERT G. WICK, PRESIDENT
                                   LABTEC INC.
                     1499 S.E. TECH CENTER PLACE, SUITE 350
                               VANCOUVER, WA 98683
                     (Name and address of agent for service)

                                  360-896-2000
          (Telephone number, including area code, of agent for service)

   WITH A COPY TO:             MARK S. HIRSCH, ESQ.
                       PARKER CHAPIN FLATTAU & KLIMPL, LLP
                           1211 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10036
                                 (212) 704-6105

                         CALCULATION OF REGISTRATION FEE
===============================================================================================
                                          Proposed Maximum     Proposed Maximum     Amount Of
Title Of Securities     Amount To Be     Offering Price Per   Aggregate Offering  Registration
To Be Registered        Registered(1)         Share(2)             Price(2)           Fee(2)
-----------------------------------------------------------------------------------------------
Common Stock, par       182,830 shares        $1.524             $278,633           $ 77.46
value $.01 per share     92,477 shares        $4.572             $422,805           $117.54
                        133,000 shares        $5.375             $714,875           $198.74
                        165,000 shares        $5.000             $825,000           $229.35
                        134,650 shares        $3.875             $521,769           $145.05
                        176,994 shares        $3.875             $685,852           $190.67
-----------------------------------------------------------------------------------------------
       TOTAL            884,951 shares                                              $958.81
===============================================================================================
(1)      Pursuant to Rule 416(b), there shall also be deemed covered hereby such
         additional  securities  as may result  from  anti-dilution  adjustments
         under the 1997 Amended and Restated Employee Stock Option Plan.
(2)      Estimated solely for the purpose of calculating the registration fee on
         the basis of, pursuant to Rule 457(h):  (i) with respect to outstanding
         options to purchase  182,830 shares under the 1997 Amended and Restated
         Employee  Stock  Option  Plan (the "1997  Plan"),  the  exercise  price
         thereof of $1.524 per share;  (ii) with respect to outstanding  options
         to purchase  92,477  shares  under the 1997 Plan,  the  exercise  price
         thereof of $4.572 per share; (iii) with respect to outstanding  options
         to purchase  133,000  shares under the 1997 Plan,  the  exercise  price
         thereof of $5.375 per share;  (iv) with respect to outstanding  options
         to purchase  165,000  shares under the 1997 Plan,  the  exercise  price
         thereof of $5.00 per share; (v) with respect to outstanding  options to
         purchase 134,650 shares under the 1997 Plan, the exercise price thereof
         of $3.875 per share;  and (vi) the average of the bid and asked  prices
         per  share of the  registrant's  Common  Stock on the  Nasdaq  National
         Market on  November  22,  1999 with  respect to the  remaining  176,994
         shares subject to future grant under the 1997 Plan.
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following  documents  heretofore  filed  by the  Company  with the
Securities and Exchange  Commission (File No. 0-27302) pursuant to Section 13(a)
of the  Securities  Exchange  Act of 1934,  as  amended  (the "1934  Act"),  are
incorporated  herein by reference:  the Company's (a) Annual Report on Form 10-K
for the fiscal year ended March 31, 1999,  as amended on Amendment No. 1 on Form
10-K/A  filed  July 29,  1999;  (b) the  Quarterly  Reports on Form 10-Q for the
fiscal  quarters  ended June 30, 1999 and September 30, 1999;  (c) the Company's
Current  Reports on Form 8-K dated  August  20,  1999  (date of  earliest  event
reported)  and  November  1, 1999  (date of  earliest  event  reported)  and the
Company's  Current  Report on Form 8-K/A dated August 20, 1999 (date of earliest
event reported); and (c) the description of the Company's Common Stock contained
in the Company's  Registration  Statement on Form 8-A filed on November 29, 1995
under the 1934 Act,  including  any amendment or report filed for the purpose of
updating such description.

         All  documents  filed  subsequent  to the  date  of  this  Registration
Statement pursuant to Sections 13(a),  13(c), 14 or 15(d) of the 1934 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 a part hereof from the date of the filing of such documents.
Any statement contained in a document  incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes of
this Registration  Statement to the extent that a statement  contained herein or
in any  other  subsequently  filed  document  which  also is or is  deemed to be
incorporated by reference herein modifies or supersedes such 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.

         Section 67 of chapter 156B of the  Massachusetts  Business  Corporation
Law grants the Registrant the power to indemnify any director, officer, employee
or agent to whatever extent permitted by the Registrant's  Restated  Articles of
Organization,  as amended, Amended and Restated By-laws or a vote adopted by the
holders of a majority of the shares of stock entitled to vote on the election of
directors, unless the proposed indemnitee has been adjudicated in any proceeding
not to have acted in good faith in the reasonable  belief that his action was in
the best  interests  of the  corporation  or, to the extent  that the matter for
which  indemnification  is sought relates to service with respect to an employee
benefit plan, in the best interests of the participants or beneficiaries of such
employee  benefit  plan.  Such   indemnification  may  include  payment  by  the
Registrant  of  expenses  incurred in  defending  a civil or criminal  action or
proceeding  in advance of the final  disposition  of such action or  proceeding,
upon receipt of an undertaking  by the person

                                      -2-
indemnified  to repay such payment if he shall be adjudicated to be not entitled
to indemnification under the statute.

         Article VI of the  Registrant's  By-laws  provides that the  Registrant
shall, to the extent legally permissible, indemnify each person who may serve or
who has served at any time as a director or officer of the corporation or of any
of its  subsidiaries,  or who at the request of the  corporation may serve or at
any time has  served  as a  director,  officer  or  trustee  of, or in a similar
capacity with,  another  organization or an employee  benefit plan,  against all
expenses and  liabilities  (including  counsel fees,  judgments,  fines,  excise
taxes,  penalties and amounts payable in settlements)  reasonably incurred by or
imposed upon such person in connection with any threatened, pending or completed
action,  suit or other proceeding,  whether civil,  criminal,  administrative or
investigative,  in which he may  become  involved  by reason of his  serving  or
having served in such capacity (other than a proceeding voluntarily initiated by
such person unless he is successful on the merits, the proceeding was authorized
by the corporation or the proceeding seeks a declaratory  judgment regarding his
own conduct);  provided that no  indemnification  shall be provided for any such
person  with  respect  to any  matter  as to which he shall  have  been  finally
adjudicated  in any proceeding not to have acted in good faith in the reasonable
belief that his action was in the best interests of the  corporation  or, to the
extent such matter relates to service with respect to any employee benefit plan,
in the best  interests of the  participants  or  beneficiaries  of such employee
benefit plan;  and  provided,  further,  that as to any matter  disposed of by a
compromise  payment by such person,  pursuant to a consent  decree or otherwise,
the payment and  indemnification  thereof have been approved by the corporation,
which approval shall not  unreasonably  be withheld,  or by a court of competent
jurisdiction.  Such indemnification  shall include payment by the corporation of
expenses  incurred  in  defending a civil or criminal  action or  proceeding  in
advance of the final  disposition of such action or proceeding,  upon receipt of
an  undertaking  by the person  indemnified to repay such payment if he shall be
adjudicated  to be not  entitled to  indemnification  under  Article  VI,  which
undertaking  may be accepted  without  regard to the  financial  ability of such
person to make repayment.

         A person  entitled to  indemnification  under  Article VI whose  duties
include service or  responsibilities as a fiduciary with respect to a subsidiary
or  other  organization  shall be  deemed  to have  acted  in good  faith in the
reasonable  belief that his action was in the best interests of the  corporation
if he acted in good faith in the  reasonable  belief  that his action was in the
best interests of such  subsidiary or  organization  or of the  participants  or
beneficiaries  of, or other  persons  with  interests  in,  such  subsidiary  or
organization to whom he had a fiduciary duty.

         The  indemnification  provided  for in Article  VI is a contract  right
inuring to the  benefit  of the  directors,  officers  and  others  entitled  to
indemnification.  In addition, the indemnification is expressly not exclusive of
any other rights to which such director, officer or other person may be entitled
by  contract  or  otherwise  under law,  and inures to the benefit of the heirs,
executors and administrators of such a person.

         Section  13(b) (1 1/2) of chapter  156B of the  Massachusetts  Business
Corporation   Law  provides  that  a   corporation   may,  in  its  articles  of
organization,  eliminate  or  limit  a  director's  personal  liability  to  the
corporation or its  stockholders  for monetary damages for breaches of fiduciary
duty,  except in circumstances  involving (i) a breach of the director's duty of
loyalty to the  corporation or its  stockholders,  (ii) acts or omissions not in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law,  (iii)   unauthorized   distributions   and  loans  to  insiders  and  (iv)
transactions  from which the  director  derived an  improper  personal  benefit.
Section  VI.C.5.  of the  Registrant's  Restated  Articles of  Organization,  as
amended, provides that no director shall be

                                      -3-
personally  liable to the corporation or its  stockholders  for monetary damages
for any breach of  fiduciary  duty as a director,  except to the extent that the
elimination or limitation of liability is not permitted under the  Massachusetts
Business Corporation Law as in effect when such liability is determined.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

         Exhibit
         Number
         ------

           4.1      Restated   Articles   of   Organization   of   the   Company
                    (Incorporated  by reference to Exhibit 3.1 to the  Company's
                    Annual  Report on Form 10-K for the fiscal  year ended March
                    31, 1999 (the "1999 Form 10-K")).

           4.2      Articles  of   Amendment   to  the   Restated   Articles  of
                    Organization  of the Company  (Incorporated  by reference to
                    Exhibit 3.2 to the 1999 Form 10-K).

           4.3      Articles  of   Amendment   to  the   Restated   Articles  of
                    Organization,  as amended,  of the Company  (Incorporated by
                    reference to Exhibit 3.3 to the Company's  Quarterly  Report
                    on Form 10-Q for the quarter ended September 30, 1999).

           5.1      Opinion and consent of Parker Chapin Flattau & Klimpl,  LLP,
                    counsel to the Company, as to the legality of the securities
                    being offered.

           23.1     Consent of PricewaterhouseCoopers LLP.

           23.2     Consent of Parker Chapin Flattau & Klimpl, LLP (Contained in
                    Exhibit 5.1).

           24.1     Power of  Attorney (Contained in  the signature page to this
                    registration statement).

           99.1     Amended  and  Restated  1997  Employee   Stock  Option  Plan
                    (Incorporated  by reference to Exhibit 10.1 to the 1999 Form
                    10-K).

                                      -4-
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 end 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.

         (4)  If  the  registrant  is  a  foreign  private  issuer,  to  file  a
post-effective  amendment to the registration statement to include any financial
statements  required  by Rule 3-19 of this  chapter at the start of any  delayed
offering  or  throughout  a  continuous   offering.   Financial  statements  and
information  otherwise  required  by  Section  10(a)(3)  of the Act  need not be
furnished, provided, that the registrant includes in the prospectus, by means of
a  post-effective  amendment,  financial  statements  required  pursuant to this
paragraph  (a)(4)  and other  information  necessary  to  ensure  that all other
information  in the  prospectus  is at  least  as  current  as the date of those
financial   statements.   Notwithstanding   the   foregoing,   with  respect  to
registration  statements  on Form F-3, a  post-effective  amendment  need not be
filed to  include  financial  statements  and  information  required  by Section
10(a)(3) of the Act or Rule 3-19 of this  chapter if such  financial  statements
and information are contained in periodic reports filed with or furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange Act of 1934 that are  incorporated by reference in the Form
F-3.

         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  (and,  where  applicable,  each

                                      -5-
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 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.

                                      -6-
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,  State of Washington,  on the 22nd day of
November, 1999.

                                   LABTEC INC.

                                   By:  /s/ Robert G. Wick
                                        ________________________________________
                                        Robert G. Wick
                                        Chief Executive Officer and President

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints Robert G. Wick, Marc J. Leder and Rodger
R. Krouse, and each of them, his true and lawful  attorneys-in-fact  and agents,
each acting alone, with full powers of substitution and resubstitution,  for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments (including,  without limitation,  post-effective  amendments) to this
Registration  Statement,  and to file the same, with all exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and purposes as he might or could do in person,  and hereby ratifies and
confirms all that his said  attorneys-in-fact  and agents, each acting alone, or
his  substitute  or  substitutes,  may lawfully do or cause to be done by virtue
thereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated.
Signature                              Title
---------                              -----
/s/ Robert G. Wick                     Chief Executive Officer, President and   November 22, 1999
----------------------------------     Director
Robert G. Wick

/s/ Marc J. Leder                      Co-Chairman, Senior Vice President,      November 22, 1999
----------------------------------     Finance, Chief Financial Officer,
Marc J. Leder                          Treasurer and Director

/s/ Rodger R. Krouse                   Co-Chairman, Clerk and Director          November 22, 1999
----------------------------------
Rodger R. Krouse

/s/ Bradley A. Krouse                  Director                                 November 22, 1999
----------------------------------
Bradley A. Krouse

/s/ Joseph Pretlow
----------------------------------     Director                                 November 19, 1999
Joseph Pretlow
-7-
/s/ George R. Rea                     Director                                 November 17, 1999
----------------------------------
George R. Rea

 /s/ Geoffrey Rehnert                  Director                                 November 22, 1999
----------------------------------
Geoffrey Rehnert

 /s/ Julian Rubinstein                 Director                                 November 22, 1999
----------------------------------
Julian Rubinstein

----------------------------------     Director                                 November __, 1999
Patrick J. Sullivan

/s/ Marc Wolpow                        Director                                 November 22, 1999
----------------------------------
Marc Wolpow
EXHIBIT INDEX
                                  -------------
Exhibit
    Number                                                                        Page No.
    ------                                                                        --------
4.1      Restated Articles of Organization of the Company (Incorporated by
               reference to Exhibit 3.1 to the  Company's  Annual Report on Form
               10-K for the  fiscal  year ended  March 31,  1999 (the "1999 Form
               10-K")).

      4.2      Articles of Amendment to the Restated Articles of Organization of
               the Company (Incorporated by reference to Exhibit 3.2 to the 1999
               Form 10-K).

      4.3      Articles of Amendment to the Restated  Articles of  Organization,
               as amended, of the Company  (Incorporated by reference to Exhibit
               3.3 to the  Company's  Quarterly  Report  on  Form  10-Q  for the
               quarter ended September 30, 1999).

      5.1      Opinion  and  consent  of Parker  Chapin  Flattau & Klimpl,  LLP,
               counsel to the  Company,  as to the  legality  of the  securities
               being offered.

     23.1      Consent of PricewaterhouseCoopers LLP.

     23.2      Consent  of  Parker  Chapin  Flattau  & Klimpl, LLP (Contained in
               Exhibit 5.1).

     24.1      Power  of  Attorney  (Contained  in the  signature  page  to this
               registration statement).

     99.1      Amended   and   Restated   1997   Employee   Stock   Option  Plan
               (Incorporated  by  reference  to  Exhibit  10.1 to the 1999  Form
               10-K).
Exhibit 5.1

                                                               November 23, 1999

Labtec Inc.
1499 S.E. Tech Center Place
Suite 350
Vancouver, Washington  98683

Ladies and Gentlemen:

         We have acted as counsel to Labtec  Inc.,  a  corporation  incorporated
under  the  laws  of the  Commonwealth  of  Massachusetts  (the  "Company"),  in
connection  with  its  filing  of a  registration  statement  on Form  S-8  (the
"Registration   Statement")   being  filed  with  the  Securities  and  Exchange
Commission  under  the  Securities  Act of 1933,  as  amended,  relating  to the
offering of stock  options to purchase up to 884,951  shares (the  "Shares")  of
Common  Stock,  par value  $.01 per  share  (the  "Common  Stock"),  granted  to
directors  of the Company  (including  directors  who are not  employees  of the
Company),  executive  officers  of the Company  and its  subsidiaries  and other
employees,  consultants  and advisors of the Company,  pursuant to the Company's
Amended and Restated 1997 Employee Stock Option Plan (the "Plan").

         In connection with the foregoing, we have examined, among other things,
the Plan, the Registration Statement,  and originals or copies,  satisfactory to
us, of all such corporate  records and of all such agreements,  certificates and
other  documents  as we have deemed  relevant  and  necessary as a basis for the
opinion  hereinafter  expressed.  In  such  examination,  we  have  assumed  the
genuineness of all signatures, the authenticity of all documents submitted to us
as  originals  and the  conformity  with the  original  documents  of  documents
submitted to us as copies. As to any facts material to such opinion, we have, to
the extent that relevant facts were not independently  established by us, relied
on certificates of public officials and certificates,  oaths and declarations of
officers or other representatives of the Registrant.

         Based upon and subject to the foregoing, we are of the opinion that the
Shares to be issued pursuant to the exercise of options granted or to be granted
under the Plan will be, when  issued  pursuant  to the  provisions  of the Plan,
validly issued, fully paid and non-assessable.

         We hereby consent to the filing of a copy of this opinion as an exhibit
to the Registration Statement.

                                      Very truly yours,

                                      /s/ Parker Chapin Flattau & Klimpl, LLP
                                      PARKER CHAPIN FLATTAU & KLIMPL, LLP