<PAGE>   1
   As filed with the Securities and Exchange Commission on January  __, 1998
                                                       Registration No. 0-27038
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                               ----------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                 VISIONEER, INC.
             (Exact name of Registrant as specified in its charter)

                 DELAWARE                             94-3156479
          (State of incorporation)        (I.R.S. Employer Identification No.)

                               34800 CAMPUS DRIVE
                                FREMONT, CA 94555
                    (Address of principal executive offices)

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

                       1995 EMPLOYEE STOCK PURCHASE PLAN
                       1993 INCENTIVE STOCK OPTION PLAN
                       1995 DIRECTORS' STOCK OPTION PLAN
                       1997 EMPLOYEE STOCK OPTION PLAN
         1997 NONSTATUTORY DIRECTOR'S STOCK OPTION PLAN (5,000 SHARES)
         1997 NONSTATUTORY DIRECTOR'S STOCK OPTION PLAN (25,000 SHARES)
                            (Full title of the Plans)

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

                                 J. Larry Smart
                       President & Chief Executive Officer
                                 VISIONEER, INC.
                               34800 Campus Drive
                                Fremont, CA 94555
                                 (510) 608-0300
 (Name, address and telephone number, including area code, of agent for service)

                             -----------------------
                                    Copy to:

                                John V. Bautista
                                Venture Law Group
                               2800 Sand Hill Road
                          Menlo Park, California 94025
                                 (415) 854-4488

                               Page 1 of 26 Pages
                            Exhibit Index on Page 6
              (Calculation of Registration Fee on following page)


<PAGE>   2
<TABLE>
<CAPTION>
                                   CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------
                                                         Proposed      Proposed
                                                          Maximum       Maximum      
                                       Maximum Amount    Offering      Aggregate      Amount of
                                           to be         Price Per     Offering      Registration
Title of Securities to be Registered    Registered(1)      Share         Price           Fee
------------------------------------- ---------------- ------------- -------------- -------------
<S>                                    <C>               <C>          <C>             <C>    
1995 EMPLOYEE STOCK PURCHASE PLAN
  Common Stock,
  $0.001 par value..................   400,000 Shares    $1.43(2)      $572,000.00      $168.74

1993 INCENTIVE STOCK OPTION PLAN
  Common Stock Issuable upon
  Exercise of Outstanding Options,
  $0.001 par value..................   459,708 Shares    $3.83(3)    $1,760,681.64      $519.40

  Common Stock Reserved for Grant of
  Additional Options,
  $0.001 par value..................   540,292 Shares    $1.69(4)      $913,093.48      $269.36

1995 DIRECTORS' STOCK OPTION PLAN
  Common Stock Reserved for Grant of
  Additional Options,
  $0.001 par value..................   120,000 Shares    $1.69(4)      $202,800.00       $59.83

1997 EMPLOYEE STOCK OPTION PLAN
  Common Stock Issuable upon 
  Exercise of Outstanding Options, 
  $0.001 par value..................   743,000 Shares    $3.04(3)    $2,258,720.00      $666.32

  Common Stock Reserved for Grant
  of Additional Options, 
  $0.001 par value..................   557,000 Shares    $1.69(4)      $941,330.00      $277.69

1997 NONSTATUTORY DIRECTOR'S STOCK OPTION PLAN (5,000 SHARES)
  Common Stock Issuable upon
  Exercise of Outstanding Option,
  $0.001 par value..................     5,000 Shares    $3.50(3)       $17,500.00        $5.16

1997 NONSTATUTORY DIRECTOR'S STOCK OPTION PLAN (25,000 SHARES)
  Common Stock Issuable upon
  Exercise of Outstanding Option,
  $0.001 par value..................    25,000 Shares    $3.50(3)       $87,500.00       $25.81

               TOTAL                 2,850,000 Shares    $2.37       $6,753,625.12    $1,992.31
               -----
</TABLE>
-----------------------
(1)     This Registration Statement shall also cover any additional shares of
        Common Stock which become issuable under any of the Plans being
        registered pursuant to this Registration Statement by reason of any
        stock dividend, stock split, recapitalization or any other similar
        transaction effected without the receipt of consideration which results
        in an increase in the number of the Registrant's outstanding shares of
        Common Stock.

(2)     Estimated in accordance with Rule 457(c) under the Securities Act of
        1933 as Amended (the "Securities Act") solely for the purpose of
        calculating the registration fee. The computation is based upon the
        average of the high and low sale prices of the Common Stock as reported
        on The Nasdaq National Market on January 26, 1998, multiplied by 85%,
        which is the percentage of the trading purchase price applicable to
        purchases under the referenced Plan.
<PAGE>   3

(3)     Computed in accordance with Rule 457(h) under the Securities Act solely
        for the purpose of calculating the registration fee. Computation based
        on the weighted average per share exercise price (rounded to nearest
        cent) of outstanding options under the referenced plan, the shares
        issuable under which are registered hereby.

(4)     Estimated in accordance with Rule 457(c) under the Securities Act solely
        for the purpose of calculating the registration fee. The computation
        with respect to unissued options is based upon the average high and low
        sale prices of the Common Stock as reported on the Nasdaq National
        Market on January 26, 1998.

                                           PART II
                      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference:

        (a) The Registrant's Prospectus filed on December 11, 1995 pursuant to
Rule 424(b) of the Securities Act and the Registrant's Annual Report on Form
10-K and Form 10-K/A for the fiscal year ended December 29, 1996 filed on March
25, 1997 pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the
"Exchange Act"). The Registrant's Annual Report on Form 10-K contains audited
financial statements for the Registrant's fiscal year ended December 29, 1996.

        (b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act, since the end of the fiscal year covered by the
annual report on Form 10-K referred to in (a) above.

        (c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission under
Section 12 of the Exchange Act on October 20, 1995, including any amendment or
report filed for the purpose of updating such description.

        All documents subsequently filed by the Registrant 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 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
part hereof from the date of filing such documents.

Item 4.        DESCRIPTION OF SECURITIES.  Not applicable.

Item 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Certain legal matters with respect to the legality of the issuance of
the Common Stock registered hereby will be passed upon for the Registrant by
Venture Law Group, Menlo Park, California. As of the date of this Registration
Statement, certain members of Venture Law Group and investment partnerships of
which members of Venture Law Group are partners beneficially own 160,166 shares
of the Registrant's Common Stock in the aggregate.

Item 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Registrant's Certificate of Incorporation reduces the liability of a
director to the corporation or its shareholders for monetary damages for
breaches of his or her fiduciary duty of care to the fullest extent permissible
under Delaware law. The Bylaws of the Registrant further provide for
indemnification of corporate agents to the maximum extent permitted by the
Delaware General Corporation Law. In addition, the Registrant has entered into
Indemnification Agreements with its officers and directors.

Item 7.        EXEMPTION FROM REGISTRATION CLAIMED.  Not applicable.

                                      -2-
<PAGE>   4

Item 8.        EXHIBITS.
<TABLE>
<CAPTION>

                  Exhibit
                  Number
                  ------
                 <S>       <C>
                  4.1       1997 Employee Stock Option Plan (1,300,000 Shares)
                  4.2       1997 Nonstatutory Director's Stock Option Plan (5,000 Shares)
                  4.3       1997 Nonstatutory Director's Stock Option Plan (25,000 Shares)
                  5.1       Opinion of Venture Law Group, a Professional Corporation.
                  23.1      Consent of Venture Law Group, a Professional Corporation
                            (included in Exhibit 5.1).
                  23.2      Consent of Independent Accountants.
                  24.1      Powers of Attorney (see p. 5).
</TABLE>

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 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.

        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.

        Insofar as indemnification for liabilities arising under the Securities
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 Securities 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 hereunder, 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 Securities Act and will be governed by
the final adjudication of such issue.

                            [Signature Pages Follow]

                                      -3-
<PAGE>   5

                                   SIGNATURES


        Pursuant to the requirements of the Securities Act of 1933, the
Registrant, VISIONEER, INC., a corporation organized and existing under the laws
of the State of Delaware, certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Fremont,
State of California, on this January 30, 1998

                                     VISIONEER, INC.


                                     By: /s/ J. LARRY SMART
                                        --------------------------------------
                                        J. Larry Smart
                                        President & Chief Executive Officer



                                      -4-
<PAGE>   6

                                      POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints J. Larry Smart and Geoffrey C. Darby,
jointly and severally, his or her attorneys-in-fact and agents, each with the
power of substitution and resubstitution, for him or her and in his or her name,
place or stead, in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file such amendments, together with
exhibits and other documents in connection therewith, with the Securities and
Exchange Commission, granting to each attorney-in-fact and agent, 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 as he or she might or could do in
person, and ratifying and confirming all that the attorneys-in-fact and agents,
or his or her substitute or substitutes, may do or cause to be done by virtue
hereof.

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

<TABLE>
<CAPTION>
           Signature                             Title                         Date
           ---------                             -----                         ----
<S>                               <C>                                     <C>

/s/ J. LARRY SMART                President and Chief Executive           January 30, 1998
-----------------------------       Officer (Principal Executive
J. Larry Smart                      Officer)

/s/ GEOFFREY C. DARBY             Vice President of Finance and           January 30, 1998
-----------------------------       Administration and Chief
Geoffrey C. Darby                   Financial Officer (Principal
                                    Financial and Accounting
                                    Officer)

/s/ William J. Harding            Director                                January 30, 1998
-----------------------------
William J. Harding

/s/ Jeffrey Heimbuck              Director                                January 30, 1998
-----------------------------
Jeffrey Heimbuck

/s/ David F. Marquardt            Director                                January 30, 1998
-----------------------------
David F. Marquardt

/s/ Vincent Worms                 Director                                January 30, 1998
-----------------------------
Vincent Worms
</TABLE>



                                      -5-
<PAGE>   7
                                    EXHIBITS

<TABLE>
<CAPTION>
 Exhibit                                                                             Page
  Number                                                                              No.
  ------                                                                           ------
<S>         <C>                                                                      <C>
   4.1      1997 Employee Stock Option Plan (1,300,000 Shares) ...................     7
   4.2      1997 Nonstatutory Director's Stock Option Plan (5,000 Shares) ........    14
   4.3      1997 Nonstatutory Director's Stock Option Plan (25,000 Shares) .......    20
   5.1      Opinion of Venture Law Group, a Professional Corporation .............    25
   23.1     Consent of Venture Law Group, a Professional Corporation 
            (included in Exhibit 5.1).

   23.2     Consent of Independent Accountants ...................................    26

   24.1     Powers of Attorney (see p. 5).    
</TABLE>



                                      -6-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17876}]
{"company-data": {"conformed-name": "VISIONEER INC", "cik": "0001002517", "assigned-sic": "3577", "irs-number": "770411272", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45425", "film-number": "98519442"}, "business-address": {"street1": "34800 COMPUS DRIVE", "city": "FREMONT", "state": "CA", "zip": "94555", "phone": "4158126400"}, "mail-address": {"street1": "2560 W BAYSHORE RD", "city": "PALO ALTO", "state": "CA", "zip": "94303"}}
1
   As filed with the Securities and Exchange Commission on January  __, 1998
                                                       Registration No. 0-27038
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                               ----------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                 VISIONEER, INC.
             (Exact name of Registrant as specified in its charter)

                 DELAWARE                             94-3156479
          (State of incorporation)        (I.R.S. Employer Identification No.)

                               34800 CAMPUS DRIVE
                                FREMONT, CA 94555
                    (Address of principal executive offices)

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

                       1995 EMPLOYEE STOCK PURCHASE PLAN
                       1993 INCENTIVE STOCK OPTION PLAN
                       1995 DIRECTORS' STOCK OPTION PLAN
                       1997 EMPLOYEE STOCK OPTION PLAN
         1997 NONSTATUTORY DIRECTOR'S STOCK OPTION PLAN (5,000 SHARES)
         1997 NONSTATUTORY DIRECTOR'S STOCK OPTION PLAN (25,000 SHARES)
                            (Full title of the Plans)

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

                                 J. Larry Smart
                       President & Chief Executive Officer
                                 VISIONEER, INC.
                               34800 Campus Drive
                                Fremont, CA 94555
                                 (510) 608-0300
 (Name, address and telephone number, including area code, of agent for service)

                             -----------------------
                                    Copy to:

                                John V. Bautista
                                Venture Law Group
                               2800 Sand Hill Road
                          Menlo Park, California 94025
                                 (415) 854-4488

                               Page 1 of 26 Pages
                            Exhibit Index on Page 6
              (Calculation of Registration Fee on following page)
2
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------
                                                         Proposed      Proposed
                                                          Maximum       Maximum      
                                       Maximum Amount    Offering      Aggregate      Amount of
                                           to be         Price Per     Offering      Registration
Title of Securities to be Registered    Registered(1)      Share         Price           Fee
------------------------------------- ---------------- ------------- -------------- -------------
1995 EMPLOYEE STOCK PURCHASE PLAN
  Common Stock,
  $0.001 par value..................   400,000 Shares    $1.43(2)      $572,000.00      $168.74

1993 INCENTIVE STOCK OPTION PLAN
  Common Stock Issuable upon
  Exercise of Outstanding Options,
  $0.001 par value..................   459,708 Shares    $3.83(3)    $1,760,681.64      $519.40

  Common Stock Reserved for Grant of
  Additional Options,
  $0.001 par value..................   540,292 Shares    $1.69(4)      $913,093.48      $269.36

1995 DIRECTORS' STOCK OPTION PLAN
  Common Stock Reserved for Grant of
  Additional Options,
  $0.001 par value..................   120,000 Shares    $1.69(4)      $202,800.00       $59.83

1997 EMPLOYEE STOCK OPTION PLAN
  Common Stock Issuable upon 
  Exercise of Outstanding Options, 
  $0.001 par value..................   743,000 Shares    $3.04(3)    $2,258,720.00      $666.32

  Common Stock Reserved for Grant
  of Additional Options, 
  $0.001 par value..................   557,000 Shares    $1.69(4)      $941,330.00      $277.69

1997 NONSTATUTORY DIRECTOR'S STOCK OPTION PLAN (5,000 SHARES)
  Common Stock Issuable upon
  Exercise of Outstanding Option,
  $0.001 par value..................     5,000 Shares    $3.50(3)       $17,500.00        $5.16

1997 NONSTATUTORY DIRECTOR'S STOCK OPTION PLAN (25,000 SHARES)
  Common Stock Issuable upon
  Exercise of Outstanding Option,
  $0.001 par value..................    25,000 Shares    $3.50(3)       $87,500.00       $25.81

               TOTAL                 2,850,000 Shares    $2.37       $6,753,625.12    $1,992.31
               -----
-----------------------
(1)     This Registration Statement shall also cover any additional shares of
        Common Stock which become issuable under any of the Plans being
        registered pursuant to this Registration Statement by reason of any
        stock dividend, stock split, recapitalization or any other similar
        transaction effected without the receipt of consideration which results
        in an increase in the number of the Registrant's outstanding shares of
        Common Stock.

(2)     Estimated in accordance with Rule 457(c) under the Securities Act of
        1933 as Amended (the "Securities Act") solely for the purpose of
        calculating the registration fee. The computation is based upon the
        average of the high and low sale prices of the Common Stock as reported
        on The Nasdaq National Market on January 26, 1998, multiplied by 85%,
        which is the percentage of the trading purchase price applicable to
        purchases under the referenced Plan.
3

(3)     Computed in accordance with Rule 457(h) under the Securities Act solely
        for the purpose of calculating the registration fee. Computation based
        on the weighted average per share exercise price (rounded to nearest
        cent) of outstanding options under the referenced plan, the shares
        issuable under which are registered hereby.

(4)     Estimated in accordance with Rule 457(c) under the Securities Act solely
        for the purpose of calculating the registration fee. The computation
        with respect to unissued options is based upon the average high and low
        sale prices of the Common Stock as reported on the Nasdaq National
        Market on January 26, 1998.

                                           PART II
                      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference:

        (a) The Registrant's Prospectus filed on December 11, 1995 pursuant to
Rule 424(b) of the Securities Act and the Registrant's Annual Report on Form
10-K and Form 10-K/A for the fiscal year ended December 29, 1996 filed on March
25, 1997 pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the
"Exchange Act"). The Registrant's Annual Report on Form 10-K contains audited
financial statements for the Registrant's fiscal year ended December 29, 1996.

        (b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act, since the end of the fiscal year covered by the
annual report on Form 10-K referred to in (a) above.

        (c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission under
Section 12 of the Exchange Act on October 20, 1995, including any amendment or
report filed for the purpose of updating such description.

        All documents subsequently filed by the Registrant 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 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
part hereof from the date of filing such documents.

Item 4.        DESCRIPTION OF SECURITIES.  Not applicable.

Item 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Certain legal matters with respect to the legality of the issuance of
the Common Stock registered hereby will be passed upon for the Registrant by
Venture Law Group, Menlo Park, California. As of the date of this Registration
Statement, certain members of Venture Law Group and investment partnerships of
which members of Venture Law Group are partners beneficially own 160,166 shares
of the Registrant's Common Stock in the aggregate.

Item 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Registrant's Certificate of Incorporation reduces the liability of a
director to the corporation or its shareholders for monetary damages for
breaches of his or her fiduciary duty of care to the fullest extent permissible
under Delaware law. The Bylaws of the Registrant further provide for
indemnification of corporate agents to the maximum extent permitted by the
Delaware General Corporation Law. In addition, the Registrant has entered into
Indemnification Agreements with its officers and directors.

Item 7.        EXEMPTION FROM REGISTRATION CLAIMED.  Not applicable.

                                      -2-
4

Item 8.        EXHIBITS.
Exhibit
                  Number
                  ------
4.1       1997 Employee Stock Option Plan (1,300,000 Shares)
                  4.2       1997 Nonstatutory Director's Stock Option Plan (5,000 Shares)
                  4.3       1997 Nonstatutory Director's Stock Option Plan (25,000 Shares)
                  5.1       Opinion of Venture Law Group, a Professional Corporation.
                  23.1      Consent of Venture Law Group, a Professional Corporation
                            (included in Exhibit 5.1).
                  23.2      Consent of Independent Accountants.
                  24.1      Powers of Attorney (see p. 5).
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 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.

        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.

        Insofar as indemnification for liabilities arising under the Securities
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 Securities 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 hereunder, 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 Securities Act and will be governed by
the final adjudication of such issue.

                            [Signature Pages Follow]

                                      -3-
5

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant, VISIONEER, INC., a corporation organized and existing under the laws
of the State of Delaware, certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Fremont,
State of California, on this January 30, 1998

                                     VISIONEER, INC.

                                     By: /s/ J. LARRY SMART
                                        --------------------------------------
                                        J. Larry Smart
                                        President & Chief Executive Officer

                                      -4-
6

                                      POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints J. Larry Smart and Geoffrey C. Darby,
jointly and severally, his or her attorneys-in-fact and agents, each with the
power of substitution and resubstitution, for him or her and in his or her name,
place or stead, in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file such amendments, together with
exhibits and other documents in connection therewith, with the Securities and
Exchange Commission, granting to each attorney-in-fact and agent, 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 as he or she might or could do in
person, and ratifying and confirming all that the attorneys-in-fact and agents,
or his or her substitute or substitutes, may do or cause to be done by virtue
hereof.

        Pursuant to the requirements of the Securities Act of 1933 as Amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                             Title                         Date
           ---------                             -----                         ----
/s/ J. LARRY SMART                President and Chief Executive           January 30, 1998
-----------------------------       Officer (Principal Executive
J. Larry Smart                      Officer)

/s/ GEOFFREY C. DARBY             Vice President of Finance and           January 30, 1998
-----------------------------       Administration and Chief
Geoffrey C. Darby                   Financial Officer (Principal
                                    Financial and Accounting
                                    Officer)

/s/ William J. Harding            Director                                January 30, 1998
-----------------------------
William J. Harding

/s/ Jeffrey Heimbuck              Director                                January 30, 1998
-----------------------------
Jeffrey Heimbuck

/s/ David F. Marquardt            Director                                January 30, 1998
-----------------------------
David F. Marquardt

/s/ Vincent Worms                 Director                                January 30, 1998
-----------------------------
Vincent Worms
-5-
7
                                    EXHIBITS
Exhibit                                                                             Page
  Number                                                                              No.
  ------                                                                           ------
4.1      1997 Employee Stock Option Plan (1,300,000 Shares) ...................     7
   4.2      1997 Nonstatutory Director's Stock Option Plan (5,000 Shares) ........    14
   4.3      1997 Nonstatutory Director's Stock Option Plan (25,000 Shares) .......    20
   5.1      Opinion of Venture Law Group, a Professional Corporation .............    25
   23.1     Consent of Venture Law Group, a Professional Corporation 
            (included in Exhibit 5.1).

   23.2     Consent of Independent Accountants ...................................    26

   24.1     Powers of Attorney (see p. 5).
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