<PAGE>   1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 16, 2001
                                                  REGISTRATION NO. 333-_________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

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

                             ----------------------

                                ELECTROGLAS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                                            77-0336101
(State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                           Identification Number)

                          6024 SILVER CREEK VALLEY ROAD
                               SAN JOSE, CA 95138
                                 (408) 528-3000
    (Address, Including Zip Code, and Telephone Number, Including Area Code,
                  of Registrant's Principal Executive Offices)

        ELECTROGLAS, INC. 2001 NON-OFFICER EMPLOYEE STOCK INCENTIVE PLAN
                              (Full Title of Plans)

                                THOMAS E. BRUNTON
    VICE PRESIDENT-FINANCE, CHIEF FINANCIAL OFFICER, TREASURER AND SECRETARY
                                ELECTROGLAS, INC.
                          6024 SILVER CREEK VALLEY ROAD
                               SAN JOSE, CA 95138
                                 (408) 528-3000
 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                              of Agent for Service)

                                 ---------------

                                    Copy to:

                            WILLIAM D. SHERMAN, ESQ.
                             MORRISON & FOERSTER LLP
                               755 PAGE MILL ROAD
                            PALO ALTO, CA 94304-1018
                                 (415) 813-5600

                                 ---------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
  ===================================================================================================================
                                                              MAXIMUM           PROPOSED MAXIMUM        AMOUNT OF
         TITLE OF SECURITIES             AMOUNT TO        OFFERING PRICE       AGGREGATE OFFERING      REGISTRATION
          TO BE REGISTERED             BE REGISTERED       PER SHARE(1)             PRICE(1)               FEE
  ---------------------------------- ------------------ -------------------- ------------------------ ---------------
<S>                                    <C>                    <C>                <C>                        <C>
  Common Stock, $.01
  par value per share..........        1,300,000              $15.99             $20,787,000                $5,197
  ===================================================================================================================
</TABLE>

  (1)    Estimated solely for the purpose of calculating the registration fee in
         accordance with Rules 457(h) and 457(c) under the Securities Act of
         1933 and based upon the average of the high and low prices reported on
         the Nasdaq National Market on August 13, 2001.

         In addition, pursuant to Rule 416(c) under the Securities Act, this
         Registration Statement also covers an indeterminate amount of interests
         to be offered or sold pursuant to the employee benefit plans described
         herein.

================================================================================


<PAGE>   2



                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part 1 of Form
S-8 (plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby incorporated by reference in this Registration
Statement the following documents and information previously filed with the
Securities and Exchange Commission (the "Commission"):

         1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000, filed pursuant to Section 13 of the Securities Exchange
Act of 1934 (the "Exchange Act").

         2. The Company's Quarterly Reports on Form 10-Q for the periods ended
March 31, 2001 and June 30, 2001.

         3. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission on April
23, 1993.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement, and 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 to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not Applicable.


<PAGE>   3

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Reference is made to Section 145 of the General Corporation Law of the
State of Delaware (the "GCL"), which provides for indemnification of directors,
officers and other employees in certain circumstances, and to Section 102(b)(7)
of the GCL, which provides for the elimination or limitation of the personal
liability for monetary damages of directors under certain circumstances. Article
IX of the Certificate of Incorporation of the Company eliminates the personal
liability for monetary damages of directors under certain circumstances and
provides indemnification to directors and officers of the Company to the fullest
extent permitted by the GCL. Among other things, these provisions provide
indemnification for officer and directors against liabilities for judgements in
and settlements of lawsuits and other proceedings and for the advance and
payment of fees and expenses reasonably incurred by the director or officer in
defense of any such lawsuit or proceeding.

         In addition, the Company has entered, or intends to enter, into
indemnification agreements with its directors and certain of its officers. In
general, these indemnification agreements require the Company to indemnify such
persons against certain liabilities, expenses, judgements, fines, settlements
and other amounts actually and reasonably incurred (including expenses of a
derivative action) in connection with any proceeding, whether actual or
threatened, to which any such person may be made a party by reason of the fact
that such person is or was a director and/or an officer of the Company or any of
its affiliated enterprises. Such indemnification agreements also set forth
certain procedures, including the advancement of expenses, that apply in the
event of a claim for indemnification.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8. EXHIBITS.

          5.1     Opinion of Morrison & Foerster LLP

         23.1     Consent of Morrison & Foerster LLP (contained in Exhibit 5.1)

         23.2     Consent of Ernst & Young LLP, Independent Auditors

         24.1     Power of Attorney (see Signature Page)


ITEM 9. UNDERTAKINGS.

         (a)  The undersigned Registrant hereby undertakes;
<PAGE>   4

         (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 Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

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

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

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


<PAGE>   5


         SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Electroglas, Inc., 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 San Jose, State of
California, on August 16, 2001.

                                     ELECTROGLAS, INC

                                     By:  /s/ Curtis S. Wozniak
                                        ---------------------------------
                                        Curtis S. Wozniak
                                        Chief Executive Officer

                                POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints
Curtis S. Wozniak and Thomas E. Brunton, and each of them, as attorneys-in-fact,
each with the power of substitution, for him in any and all capacities, to sign
any amendment to this Registration Statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting to said attorneys-in-fact, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming the said
attorney-in-fact or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof

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

<TABLE>
<CAPTION>
Signature                                      Capacity                       Date
---------                                      --------                       ----
<S>                                            <C>                            <C>
/s/ Curtis S. Wozniak                          Chief Executive Officer and    August 16, 2001
--------------------------------------         Director and Chairman
    Curtis S. Wozniak                          (Principal Executive
                                               Officer)
</TABLE>


<PAGE>   6
<TABLE>
<CAPTION>
Signature                                      Capacity                       Date
---------                                      --------                       ----
<S>                                            <C>                            <C>
/s/ Thomas E. Brunton                          Vice President, Finance,       August 16, 2001
--------------------------------------         Chief Financial Officer,
Thomas E. Brunton                              Treasurer and Secretary
                                               (Principal Financial and
                                               Accounting Officer)

/s/ Neil R. Bonke                              Director                       August 16, 2001
--------------------------------------
    Neil R. Bonke

/s/ Roger D. Emerik                            Director                       August 16, 2001
--------------------------------------
    Roger D. Emerick

/s/ Robert J. Frankenberg                      Director                       August 16, 2001
--------------------------------------
    Robert J. Frankenberg

/s/ Mel Friedman                               Director                       August 16, 2001
----------------------------------------
    Mel Friedman
</TABLE>


<PAGE>   7



                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                              DOCUMENT
-------                             --------
<S>               <C>
    5.1           Opinion of Morrison & Foerster LLP

   23.1           Consent of Counsel (included in Exhibit 5.1)

   23.2           Consent of Ernst & Young LLP, Independent
                  Auditors

   24.1           Power of Attorney (see Signature Page)
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "f75184s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 15280}]
{"company-data": {"conformed-name": "ELECTROGLAS INC", "cik": "0000902281", "assigned-sic": "3559", "irs-number": "770336101", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67712", "film-number": "1717144"}, "business-address": {"street1": "2901 CORONADO DRIVE", "city": "SANTA CLARA", "state": "CA", "zip": "95054", "phone": "4087276500"}, "mail-address": {"street1": "2901 CORONADO DRIVE", "city": "SASSANTA CL", "state": "CA", "zip": "95054"}}
1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 16, 2001
                                                  REGISTRATION NO. 333-_________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

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

                             ----------------------

                                ELECTROGLAS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                                            77-0336101
(State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                           Identification Number)

                          6024 SILVER CREEK VALLEY ROAD
                               SAN JOSE, CA 95138
                                 (408) 528-3000
    (Address, Including Zip Code, and Telephone Number, Including Area Code,
                  of Registrant's Principal Executive Offices)

        ELECTROGLAS, INC. 2001 NON-OFFICER EMPLOYEE STOCK INCENTIVE PLAN
                              (Full Title of Plans)

                                THOMAS E. BRUNTON
    VICE PRESIDENT-FINANCE, CHIEF FINANCIAL OFFICER, TREASURER AND SECRETARY
                                ELECTROGLAS, INC.
                          6024 SILVER CREEK VALLEY ROAD
                               SAN JOSE, CA 95138
                                 (408) 528-3000
 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                              of Agent for Service)

                                 ---------------

                                    Copy to:

                            WILLIAM D. SHERMAN, ESQ.
                             MORRISON & FOERSTER LLP
                               755 PAGE MILL ROAD
                            PALO ALTO, CA 94304-1018
                                 (415) 813-5600

                                 ---------------

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================
                                                              MAXIMUM           PROPOSED MAXIMUM        AMOUNT OF
         TITLE OF SECURITIES             AMOUNT TO        OFFERING PRICE       AGGREGATE OFFERING      REGISTRATION
          TO BE REGISTERED             BE REGISTERED       PER SHARE(1)             PRICE(1)               FEE
  ---------------------------------- ------------------ -------------------- ------------------------ ---------------
Common Stock, $.01
  par value per share..........        1,300,000              $15.99             $20,787,000                $5,197
  ===================================================================================================================
(1)    Estimated solely for the purpose of calculating the registration fee in
         accordance with Rules 457(h) and 457(c) under the Securities Act of
         1933 and based upon the average of the high and low prices reported on
         the Nasdaq National Market on August 13, 2001.

         In addition, pursuant to Rule 416(c) under the Securities Act, this
         Registration Statement also covers an indeterminate amount of interests
         to be offered or sold pursuant to the employee benefit plans described
         herein.

================================================================================
2

                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part 1 of Form
S-8 (plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby incorporated by reference in this Registration
Statement the following documents and information previously filed with the
Securities and Exchange Commission (the "Commission"):

         1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000, filed pursuant to Section 13 of the Securities Exchange
Act of 1934 (the "Exchange Act").

         2. The Company's Quarterly Reports on Form 10-Q for the periods ended
March 31, 2001 and June 30, 2001.

         3. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission on April
23, 1993.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement, and 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 to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not Applicable.
3

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Reference is made to Section 145 of the General Corporation Law of the
State of Delaware (the "GCL"), which provides for indemnification of directors,
officers and other employees in certain circumstances, and to Section 102(b)(7)
of the GCL, which provides for the elimination or limitation of the personal
liability for monetary damages of directors under certain circumstances. Article
IX of the Certificate of Incorporation of the Company eliminates the personal
liability for monetary damages of directors under certain circumstances and
provides indemnification to directors and officers of the Company to the fullest
extent permitted by the GCL. Among other things, these provisions provide
indemnification for officer and directors against liabilities for judgements in
and settlements of lawsuits and other proceedings and for the advance and
payment of fees and expenses reasonably incurred by the director or officer in
defense of any such lawsuit or proceeding.

         In addition, the Company has entered, or intends to enter, into
indemnification agreements with its directors and certain of its officers. In
general, these indemnification agreements require the Company to indemnify such
persons against certain liabilities, expenses, judgements, fines, settlements
and other amounts actually and reasonably incurred (including expenses of a
derivative action) in connection with any proceeding, whether actual or
threatened, to which any such person may be made a party by reason of the fact
that such person is or was a director and/or an officer of the Company or any of
its affiliated enterprises. Such indemnification agreements also set forth
certain procedures, including the advancement of expenses, that apply in the
event of a claim for indemnification.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8. EXHIBITS.

          5.1     Opinion of Morrison & Foerster LLP

         23.1     Consent of Morrison & Foerster LLP (contained in Exhibit 5.1)

         23.2     Consent of Ernst & Young LLP, Independent Auditors

         24.1     Power of Attorney (see Signature Page)

ITEM 9. UNDERTAKINGS.

         (a)  The undersigned Registrant hereby undertakes;
4

         (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 Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

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

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

         (c) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of the 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.
5

         SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Electroglas, Inc., 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 San Jose, State of
California, on August 16, 2001.

                                     ELECTROGLAS, INC

                                     By:  /s/ Curtis S. Wozniak
                                        ---------------------------------
                                        Curtis S. Wozniak
                                        Chief Executive Officer

                                POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints
Curtis S. Wozniak and Thomas E. Brunton, and each of them, as attorneys-in-fact,
each with the power of substitution, for him in any and all capacities, to sign
any amendment to this Registration Statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting to said attorneys-in-fact, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming the said
attorney-in-fact or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                                      Capacity                       Date
---------                                      --------                       ----
/s/ Curtis S. Wozniak                          Chief Executive Officer and    August 16, 2001
--------------------------------------         Director and Chairman
    Curtis S. Wozniak                          (Principal Executive
                                               Officer)
6
Signature                                      Capacity                       Date
---------                                      --------                       ----
/s/ Thomas E. Brunton                          Vice President, Finance,       August 16, 2001
--------------------------------------         Chief Financial Officer,
Thomas E. Brunton                              Treasurer and Secretary
                                               (Principal Financial and
                                               Accounting Officer)

/s/ Neil R. Bonke                              Director                       August 16, 2001
--------------------------------------
    Neil R. Bonke

/s/ Roger D. Emerik                            Director                       August 16, 2001
--------------------------------------
    Roger D. Emerick

/s/ Robert J. Frankenberg                      Director                       August 16, 2001
--------------------------------------
    Robert J. Frankenberg

/s/ Mel Friedman                               Director                       August 16, 2001
----------------------------------------
    Mel Friedman
7

                                INDEX TO EXHIBITS
EXHIBIT
NUMBER                              DOCUMENT
-------                             --------
5.1           Opinion of Morrison & Foerster LLP

   23.1           Consent of Counsel (included in Exhibit 5.1)

   23.2           Consent of Ernst & Young LLP, Independent
                  Auditors

   24.1           Power of Attorney (see Signature Page)