<PAGE>   1
                                                                Registration No.
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act Of 1933

                            PARCPLACE-DIGITALK, INC.
             (Exact name of registrant as specified in its charter)

       Delaware                                           77-0143293
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                             999 East Arques Avenue
                           Sunnyvale, California 94086
                    (Address of principal executive offices)

                                   ----------

                                 1993 STOCK PLAN
                        1993 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plans)

                                   ----------

                                WILLIAM P. LYONS
                      President and Chief Executive Officer
                            ParcPlace-Digitalk, Inc.
                              999 E. Arques Avenue
                               Sunnyvale, CA 94086
                                 (408) 481-9090
            (Name, address and telephone number of agent for service)

                                   ----------

                                    Copy to:

                              ROBERT B. JACK, ESQ.
                       Wilson, Sonsini, Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                           Palo Alto, California 94304

                                   ----------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=================================================================================================================
                                                     PROPOSED MAXIMUM      PROPOSED MAXIMUM
     TITLE OF EACH CLASS OF     NUMBER OF SHARES    OFFERING PRICE PER    AGGREGATE OFFERING        AMOUNT OF
          SECURITIES TO         TO BE REGISTERED         SHARE(1)                PRICE             REGISTRATION
          BE REGISTERED                                                                                FEE
=================================================================================================================
<S>                             <C>                  <C>                   <C>                     <C>    
          Common Stock               875,000               $1.85              $1,618,750             $491.00
=================================================================================================================
</TABLE>

(1)      Estimated pursuant to Rule 457 solely for the purpose of calculating
         the registration fee on the basis of the average of the high and low
         prices reported on the NASDAQ National Market on January 27, 1997 as
         permitted by Rule 457(c).

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

<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby incorporated by reference the following documents and
information heretofore filed with the Securities and Exchange Commission:

         (a) The Company's Annual Report on Form 10-K for the fiscal year ended
             March 31, 1996.

         (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
             June 30, 1996, and September 30, 1996.

         (c) The description of the Company's Common Stock set forth in the
             Company's Registration Statement on Form S-1 (No. 33-73008) and
             incorporated by reference in the Company's Registration Statement
             on Form 8-A filed with the Commission pursuant to Section 12(g) of
             the Exchange Act and declared effective February 1, 1994.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Pursuant to the Delaware General Corporation Law ("Delaware Law"), the
Company has adopted provisions in its Certificate of Incorporation that
eliminate the personal liability of its directors and officers to the Company
and its stockholders for monetary damages for breach of the directors' fiduciary
duties in certain circumstances. The Company's Bylaws require the Company to
indemnify its directors, officers, employees and other agents to the fullest
extent permitted by laws.

         The Company has entered into indemnification agreements with each of
its current directors and executive officers that provide for indemnification to
the fullest extent permitted by Delaware Law, including in circumstances in
which indemnification and the advancement of expenses are discretionary under
Delaware Law. The Company believes that the limitation of liability provisions
in its Certificate of Incorporation and the indemnification agreements will
enhance the Company's ability to continue attract and retain qualified
individuals to serve as directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The exhibits to this registration statement are listed in the Exhibit
Index elsewhere herein.


                                      II-1
<PAGE>   3

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

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

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

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

         (c)      Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of Registrant pursuant to the California General Corporations Code, the Restated
Articles of Incorporation or the Bylaws of Registrant, Indemnification
Agreements entered into between Registrant and its officers and directors, or
otherwise, Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
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 hereunder, 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 Securities Act and will be
governed by the final adjudication of such issue.


                                      II-2
<PAGE>   4

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Sunnyvale, State of California.

DATE:  January 29, 1997            PARCPLACE-DIGITALK, INC.


                                   By:   /s/ WILLIAM P. LYONS
                                         William P. Lyons
                                         President and Chief Executive Officer

                                POWER OF ATTORNEY

         Each individual whose signature appears below hereby appoints William
P. Lyons and Carolyn V. Aver, and each of them acting individually, his or her
attorneys-in-fact with full power of substitution, for him or her in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming signatures as they may be signed by said attorneys to any and all
amendments to this Registration Statement.

         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 dates indicated.

<TABLE>
<CAPTION>
                    NAME                                        TITLE                                 DATE
                    ----                                        -----                                 ----
<S>                                        <C>                                                  <C> 
    PRINCIPAL EXECUTIVE OFFICER:

    /s/ WILLIAM P. LYONS                   President and Chief Executive Officer and            January 29, 1997
    ------------------------------------   Director
    William P. Lyons                    

    PRINCIPAL FINANCIAL OFFICER AND
    PRINCIPAL ACCOUNTING OFFICER:

    /s/ CAROLYN V. AVER                    Vice President and Chief Financial Officer           January 29, 1997
    ------------------------------------
    Carolyn V. Aver

    ADDITIONAL DIRECTORS:

    /s/ JAMES C. ANDERSON                  Director                                             January 29, 1997
    ------------------------------------
    James C. Anderson

    /s/ JOHN B. CARRINGTON                 Director                                             January 29, 1997
    ------------------------------------
    John B. Carrington

    /s/ JOS C. HENKENS                     Director                                             January 29, 1997
    ------------------------------------
    Jos C. Henkens

    /s/ PHILIP C. KANTZ                    Director                                             January 29, 1997
    ------------------------------------
    Philip C. Kantz
</TABLE>


                                      II-3
<PAGE>   5

                                  EXHIBIT INDEX


Exhibit
Number                          Exhibit
------                          -------

5.1              Opinion of Wilson, Sonsini, Goodrich &
                 Rosati, a Professional Corporation.

23.1             Consent of Independent Auditors.

23.2             Consent of Counsel (Contained in Exhibit 5.1 above).

24.1             Power of Attorney (see page II-3).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 13990}]
{"company-data": {"conformed-name": "PARCPLACE DIGITALK INC", "cik": "0000916354", "assigned-sic": "7372", "irs-number": "770143293", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20779", "film-number": "97514785"}, "business-address": {"street1": "999 EAST ARQUES AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94086", "phone": "4084819090"}, "mail-address": {"street1": "999 EAST ARQUES AVENUE", "city": "SUNNYVALE", "state": "CA", "zip": "94086"}, "former-company": {"former-conformed-name": "PARCPLACE SYSTEMS INC", "date-changed": "19931217"}}
1
                                                                Registration No.
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act Of 1933

                            PARCPLACE-DIGITALK, INC.
             (Exact name of registrant as specified in its charter)

       Delaware                                           77-0143293
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                             999 East Arques Avenue
                           Sunnyvale, California 94086
                    (Address of principal executive offices)

                                   ----------

                                 1993 STOCK PLAN
                        1993 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plans)

                                   ----------

                                WILLIAM P. LYONS
                      President and Chief Executive Officer
                            ParcPlace-Digitalk, Inc.
                              999 E. Arques Avenue
                               Sunnyvale, CA 94086
                                 (408) 481-9090
            (Name, address and telephone number of agent for service)

                                   ----------

                                    Copy to:

                              ROBERT B. JACK, ESQ.
                       Wilson, Sonsini, Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                           Palo Alto, California 94304

                                   ----------

                         CALCULATION OF REGISTRATION FEE
=================================================================================================================
                                                     PROPOSED MAXIMUM      PROPOSED MAXIMUM
     TITLE OF EACH CLASS OF     NUMBER OF SHARES    OFFERING PRICE PER    AGGREGATE OFFERING        AMOUNT OF
          SECURITIES TO         TO BE REGISTERED         SHARE(1)                PRICE             REGISTRATION
          BE REGISTERED                                                                                FEE
=================================================================================================================
Common Stock               875,000               $1.85              $1,618,750             $491.00
=================================================================================================================
(1)      Estimated pursuant to Rule 457 solely for the purpose of calculating
         the registration fee on the basis of the average of the high and low
         prices reported on the NASDAQ National Market on January 27, 1997 as
         permitted by Rule 457(c).

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby incorporated by reference the following documents and
information heretofore filed with the Securities and Exchange Commission:

         (a) The Company's Annual Report on Form 10-K for the fiscal year ended
             March 31, 1996.

         (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
             June 30, 1996, and September 30, 1996.

         (c) The description of the Company's Common Stock set forth in the
             Company's Registration Statement on Form S-1 (No. 33-73008) and
             incorporated by reference in the Company's Registration Statement
             on Form 8-A filed with the Commission pursuant to Section 12(g) of
             the Exchange Act and declared effective February 1, 1994.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Pursuant to the Delaware General Corporation Law ("Delaware Law"), the
Company has adopted provisions in its Certificate of Incorporation that
eliminate the personal liability of its directors and officers to the Company
and its stockholders for monetary damages for breach of the directors' fiduciary
duties in certain circumstances. The Company's Bylaws require the Company to
indemnify its directors, officers, employees and other agents to the fullest
extent permitted by laws.

         The Company has entered into indemnification agreements with each of
its current directors and executive officers that provide for indemnification to
the fullest extent permitted by Delaware Law, including in circumstances in
which indemnification and the advancement of expenses are discretionary under
Delaware Law. The Company believes that the limitation of liability provisions
in its Certificate of Incorporation and the indemnification agreements will
enhance the Company's ability to continue attract and retain qualified
individuals to serve as directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The exhibits to this registration statement are listed in the Exhibit
Index elsewhere herein.

                                      II-1
3

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

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

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

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

         (c)      Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of Registrant pursuant to the California General Corporations Code, the Restated
Articles of Incorporation or the Bylaws of Registrant, Indemnification
Agreements entered into between Registrant and its officers and directors, or
otherwise, Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
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 hereunder, 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 Securities Act and will be
governed by the final adjudication of such issue.

                                      II-2
4

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Sunnyvale, State of California.

DATE:  January 29, 1997            PARCPLACE-DIGITALK, INC.

                                   By:   /s/ WILLIAM P. LYONS
                                         William P. Lyons
                                         President and Chief Executive Officer

                                POWER OF ATTORNEY

         Each individual whose signature appears below hereby appoints William
P. Lyons and Carolyn V. Aver, and each of them acting individually, his or her
attorneys-in-fact with full power of substitution, for him or her in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming signatures as they may be signed by said attorneys to any and all
amendments to this Registration Statement.

         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 dates indicated.
NAME                                        TITLE                                 DATE
                    ----                                        -----                                 ----
PRINCIPAL EXECUTIVE OFFICER:

    /s/ WILLIAM P. LYONS                   President and Chief Executive Officer and            January 29, 1997
    ------------------------------------   Director
    William P. Lyons                    

    PRINCIPAL FINANCIAL OFFICER AND
    PRINCIPAL ACCOUNTING OFFICER:

    /s/ CAROLYN V. AVER                    Vice President and Chief Financial Officer           January 29, 1997
    ------------------------------------
    Carolyn V. Aver

    ADDITIONAL DIRECTORS:

    /s/ JAMES C. ANDERSON                  Director                                             January 29, 1997
    ------------------------------------
    James C. Anderson

    /s/ JOHN B. CARRINGTON                 Director                                             January 29, 1997
    ------------------------------------
    John B. Carrington

    /s/ JOS C. HENKENS                     Director                                             January 29, 1997
    ------------------------------------
    Jos C. Henkens

    /s/ PHILIP C. KANTZ                    Director                                             January 29, 1997
    ------------------------------------
    Philip C. Kantz
II-3
5

                                  EXHIBIT INDEX

Exhibit
Number                          Exhibit
------                          -------

5.1              Opinion of Wilson, Sonsini, Goodrich &
                 Rosati, a Professional Corporation.

23.1             Consent of Independent Auditors.

23.2             Consent of Counsel (Contained in Exhibit 5.1 above).

24.1             Power of Attorney (see page II-3).