<PAGE>   1

    As filed with the Securities and Exchange Commission on January 14, 1998

                                               Registration No. 333-__________

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


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

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

                                   ----------

                            HARMONIC LIGHTWAVES, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                           77-0201147
-------------------------------                           -------------------
(State or other jurisdiction                                 (IRS Employer
       of incorporation)                                   Identification No.)

                                 549 Baltic Way
                           Sunnyvale, California 94089
                    (Address of principal executive offices)

                                   ----------

                       1997 Nonstatutory Stock Option Plan
                            (Full Title of the Plan)

                                   ----------

                                ROBIN N. DICKSON
                             CHIEF FINANCIAL OFFICER
                            HARMONIC LIGHTWAVES, INC.
                                 549 BALTIC WAY
                           SUNNYVALE, CALIFORNIA 94089
                     (Name and address of agent for service)

                                 (408) 542-2500
          (Telephone number, including area code, of agent for service)

                                   ----------

                                   Copies to:
                           PATRICK J. SCHULTHEIS, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            Professional Corporation
                               650 Page Mill Road
                           Palo Alto, California 94304


<TABLE>
<CAPTION>
=============================================================================================================
               Title of                    Amount           Proposed            Proposed          Amount of
            Securities to                  to be        Maximum Offering    Maximum Aggregate   Registration
            be Registered                Registered    Price Per Share(1)    Offering Price(1)       Fee
-------------------------------------------------------------------------------------------------------------
<S>                                       <C>                <C>               <C>                  <C>
Common Stock, $0.001 par value, 
  per share                               399,953            $8.89             $3,555,849.94        $1,049
=============================================================================================================
</TABLE>

(1)   Estimated pursuant to Rule 457 of Regulation C solely for the purpose
      of calculating the registration fee. The proposed maximum offering
      price per share with respect to the 399,953 shares reserved for
      issuance upon exercises of outstanding stock options granted under the
      1997 Nonstatutory Stock Option Plan has been estimated pursuant to Rule
      457(h) under which Rule the per share price of options to purchase
      stock under an employee stock option plan may be estimated by reference
      to the exercise price of such options. The weighted average exercise
      price of the 399,953 shares subject to outstanding options under the
      1997 Nonstatutory Stock Option Plan is $8.89.


<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INFORMATION INCORPORATED BY REFERENCE.

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

        (a) The Registrant's Annual Report on Form 10-K and the Amendment No. 1
on Form 10-K/A for the year ended December 31, 1996 filed pursuant to Section 13
or 15(d) of the Securities Exchange Act, as amended (the "Exchange Act").

        (b) The Registrant's quarterly reports on Form 10-Q for the quarter
ended March 28, 1997, the quarter ended June 27, 1997 and the quarter ended
September 26, 1997 filed pursuant to Section 13 or 15(d) of the Exchange Act.

        (c) The Registrant's current reports on Form 8-K dated September 29,
1997 and January 6, 1998 filed pursuant to Section 13 or 15(d) of the Exchange
Act.

        (d) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated April 6, 1995, filed
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended,
including any amendment or report filed for the purpose of updating such
description.

        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 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.

        Section 145 of the Delaware General Corporations Law authorizes a court
to award, or a corporation's Board of Directors to grant, indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act. Article
VI of the Company's Bylaws provides for the mandatory indemnification of its
directors, officers, employees and other agents to the maximum extent permitted
by Delaware General Corporation Law, and the Company has


<PAGE>   3

entered into agreements with its officers, directors and certain key employees
implementing such indemnification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
           Exhibit
           Number
           ------
             <S>        <C>
              5.1       Opinion of Wilson Sonsini Goodrich & Rosati,
                        Professional Corporation, as to the legality of
                        securities being registered.

             10.1       1997 Nonstatutory Stock Option Plan.

             23.1       Consent of Independent Accountants.

             23.2       Consent of Counsel (included in Exhibit 5.1).

             24.1       Power of Attorney (see page II-4).
</TABLE>

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

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

        (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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.


<PAGE>   4

        (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the Registrant's Bylaws, indemnification
agreements, 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.



<PAGE>   5

                                   SIGNATURES


        Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Harmonic Lightwaves, Inc., a Delaware corporation, 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
Sunnyvale, State of California, on January 14, 1998.


                                 HARMONIC LIGHTWAVES, INC.


                                 By: /s/ Anthony J. Ley
                                    ----------------------------------------
                                     Anthony J. Ley, Chairman of the Board,
                                     President and Chief Executive Officer




                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Anthony J. Ley and Robin N. Dickson,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.




<PAGE>   6

        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                       TITLE                          DATE
            ---------                       -----                          ----
<S>                              <C>                                    <C>
/s/ Anthony J. Ley               Chairman of the Board, President         January 14, 1998
-------------------------        and Chief Executive Officer
  (Anthony J. Ley)               (Principal Executive Officer)

/s/ Robin N. Dickson             Chief Financial Officer (Principal       January 14, 1998
-------------------------        Financial and Accounting Officer)
  (Robin N. Dickson)

/s/ E. Floyd Kvamme              
-------------------------        Director                                 January 14, 1998
  (E. Floyd Kvamme)

/s/ David A. Lane                Director                                 January 14, 1998
-------------------------
  (David A. Lane)

/s/ Barry D. Lemieux             Director                                 January 14, 1998
-------------------------
  (Barry D. Lemieux)

/s/ Moshe Nazarathy              Director                                 January 14, 1998
-------------------------
  (Moshe Nazarathy)

/s/ Michel L. Vaillaud           Director                                 January 14, 1998
-------------------------
  (Michel L. Vaillaud)
</TABLE>




<PAGE>   7

                                INDEX TO EXHIBITS




<TABLE>
<CAPTION>
                                                                             
Exhibit                                                                      
Number                                Description                            
--------                             -------------                           
   <S>          <C>                                                          
    5.1         Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                Corporation.

   10.1         1997 Nonstatutory Stock Option Plan.

   23.1         Consent of Wilson Sonsini Goodrich & Rosati, Professional
                Corporation (included in Exhibit 5.1).

   23.2         Consent of Price Waterhouse LLP.

   24.1         Power of Attorney (See page II-4).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 13969}]
{"company-data": {"conformed-name": "HARMONIC LIGHTWAVES INC", "cik": "0000851310", "assigned-sic": "3663", "irs-number": "770201147", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44265", "film-number": "98506997"}, "business-address": {"street1": "549 BALTIC WAY", "city": "SUNNYVALE", "state": "CA", "zip": "94089", "phone": "4085422500"}}
1

    As filed with the Securities and Exchange Commission on January 14, 1998

                                               Registration No. 333-__________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

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

                                   ----------

                            HARMONIC LIGHTWAVES, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                           77-0201147
-------------------------------                           -------------------
(State or other jurisdiction                                 (IRS Employer
       of incorporation)                                   Identification No.)

                                 549 Baltic Way
                           Sunnyvale, California 94089
                    (Address of principal executive offices)

                                   ----------

                       1997 Nonstatutory Stock Option Plan
                            (Full Title of the Plan)

                                   ----------

                                ROBIN N. DICKSON
                             CHIEF FINANCIAL OFFICER
                            HARMONIC LIGHTWAVES, INC.
                                 549 BALTIC WAY
                           SUNNYVALE, CALIFORNIA 94089
                     (Name and address of agent for service)

                                 (408) 542-2500
          (Telephone number, including area code, of agent for service)

                                   ----------

                                   Copies to:
                           PATRICK J. SCHULTHEIS, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            Professional Corporation
                               650 Page Mill Road
                           Palo Alto, California 94304
=============================================================================================================
               Title of                    Amount           Proposed            Proposed          Amount of
            Securities to                  to be        Maximum Offering    Maximum Aggregate   Registration
            be Registered                Registered    Price Per Share(1)    Offering Price(1)       Fee
-------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value, 
  per share                               399,953            $8.89             $3,555,849.94        $1,049
=============================================================================================================
(1)   Estimated pursuant to Rule 457 of Regulation C solely for the purpose
      of calculating the registration fee. The proposed maximum offering
      price per share with respect to the 399,953 shares reserved for
      issuance upon exercises of outstanding stock options granted under the
      1997 Nonstatutory Stock Option Plan has been estimated pursuant to Rule
      457(h) under which Rule the per share price of options to purchase
      stock under an employee stock option plan may be estimated by reference
      to the exercise price of such options. The weighted average exercise
      price of the 399,953 shares subject to outstanding options under the
      1997 Nonstatutory Stock Option Plan is $8.89.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INFORMATION INCORPORATED BY REFERENCE.

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

        (a) The Registrant's Annual Report on Form 10-K and the Amendment No. 1
on Form 10-K/A for the year ended December 31, 1996 filed pursuant to Section 13
or 15(d) of the Securities Exchange Act, as amended (the "Exchange Act").

        (b) The Registrant's quarterly reports on Form 10-Q for the quarter
ended March 28, 1997, the quarter ended June 27, 1997 and the quarter ended
September 26, 1997 filed pursuant to Section 13 or 15(d) of the Exchange Act.

        (c) The Registrant's current reports on Form 8-K dated September 29,
1997 and January 6, 1998 filed pursuant to Section 13 or 15(d) of the Exchange
Act.

        (d) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated April 6, 1995, filed
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended,
including any amendment or report filed for the purpose of updating such
description.

        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 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.

        Section 145 of the Delaware General Corporations Law authorizes a court
to award, or a corporation's Board of Directors to grant, indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act. Article
VI of the Company's Bylaws provides for the mandatory indemnification of its
directors, officers, employees and other agents to the maximum extent permitted
by Delaware General Corporation Law, and the Company has
3

entered into agreements with its officers, directors and certain key employees
implementing such indemnification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.  EXHIBITS.
Exhibit
           Number
           ------
5.1       Opinion of Wilson Sonsini Goodrich & Rosati,
                        Professional Corporation, as to the legality of
                        securities being registered.

             10.1       1997 Nonstatutory Stock Option Plan.

             23.1       Consent of Independent Accountants.

             23.2       Consent of Counsel (included in Exhibit 5.1).

             24.1       Power of Attorney (see page II-4).
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, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

        (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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.
4

        (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the Registrant's Bylaws, indemnification
agreements, 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.
5

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Harmonic Lightwaves, Inc., a Delaware corporation, 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
Sunnyvale, State of California, on January 14, 1998.

                                 HARMONIC LIGHTWAVES, INC.

                                 By: /s/ Anthony J. Ley
                                    ----------------------------------------
                                     Anthony J. Ley, Chairman of the Board,
                                     President and Chief Executive Officer

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Anthony J. Ley and Robin N. Dickson,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
6

        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                       TITLE                          DATE
            ---------                       -----                          ----
/s/ Anthony J. Ley               Chairman of the Board, President         January 14, 1998
-------------------------        and Chief Executive Officer
  (Anthony J. Ley)               (Principal Executive Officer)

/s/ Robin N. Dickson             Chief Financial Officer (Principal       January 14, 1998
-------------------------        Financial and Accounting Officer)
  (Robin N. Dickson)

/s/ E. Floyd Kvamme              
-------------------------        Director                                 January 14, 1998
  (E. Floyd Kvamme)

/s/ David A. Lane                Director                                 January 14, 1998
-------------------------
  (David A. Lane)

/s/ Barry D. Lemieux             Director                                 January 14, 1998
-------------------------
  (Barry D. Lemieux)

/s/ Moshe Nazarathy              Director                                 January 14, 1998
-------------------------
  (Moshe Nazarathy)

/s/ Michel L. Vaillaud           Director                                 January 14, 1998
-------------------------
  (Michel L. Vaillaud)
7

                                INDEX TO EXHIBITS
Exhibit                                                                      
Number                                Description                            
--------                             -------------
5.1         Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                Corporation.

   10.1         1997 Nonstatutory Stock Option Plan.

   23.1         Consent of Wilson Sonsini Goodrich & Rosati, Professional
                Corporation (included in Exhibit 5.1).

   23.2         Consent of Price Waterhouse LLP.

   24.1         Power of Attorney (See page II-4).