<PAGE>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 30, 2001
                                                       REGISTRATION NO. 33-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

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

            DELAWARE                                      95-2903992
(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)

                                14600 MYFORD ROAD
                            IRVINE, CALIFORNIA 92606
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

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

                   PRINTRONIX, INC. 1994 STOCK INCENTIVE PLAN
                            (FULL TITLE OF THE PLAN)

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

        ROBERT A. KLEIST                                     COPY TO:
        PRINTRONIX, INC.                                 MICHAEL S. HARRIS
       14600 MYFORD ROAD                           KIRSHMAN, HARRIS & BRANTON
    IRVINE, CALIFORNIA 92606                        A PROFESSIONAL CORPORATION
      (NAME AND ADDRESS OF                             315 S. BEVERLY DRIVE
       AGENT FOR SERVICE)                                    SUITE 315
        (714) 368-2300                           BEVERLY HILLS, CALIFORNIA 90212
(TELEPHONE NUMBER, INCLUDING AREA
   CODE, OF AGENT FOR SERVICE)


<TABLE>
<CAPTION>
                               CALCULATION OF REGISTRATION FEE

       TITLE OF                                                   PROPOSED
      SECURITIES                     AMOUNT         PROPOSED      MAXIMUM
        TO BE                        TO BE          MAXIMUM       AGGREGATE      AMOUNT OF
      REGISTERED                   REGISTERED    OFFERING PRICE   OFFERING     REGISTRATION
         FEE                           (1)       PER SHARE (2)    PRICE (2)        FEE
----------------------------       ----------   --------------   ----------    ------------
<S>                                <C>          <C>              <C>           <C>
Common Stock, $.01 par value         500,000      $    9.40      $4,700,000      $1,123.30
</TABLE>

(1)     In accordance with Rule 416, this Registration Statement also covers
        such additional number of shares as may become issuable pursuant to the
        antidilution provisions of the 1994 Plan.

(2)     Estimated solely for the purpose of calculating the registration fee
        pursuant to Rule 457(h) and Rule 457(c), based on the average of the
        high and low prices for such stock as reported on November 26, 2001 by
        the NASDAQ National Market System.
<PAGE>

        This Registration Statement on Form S-8 is filed by Printronix, Inc.
(the "Company") relating to 500,000 shares of the Company's common stock, par
value $.01 per share (the "Common Stock") issuable to officers, directors, key
employees and consultants of the Company under the Printronix, Inc. 1994 Stock
Incentive Plan (the "Plan").

        The shares to be registered are in addition to shares previously
registered pursuant to Registration Nos. 33-83156 and 333-92791, which
registration statements are hereby incorporated by reference pursuant to General
Instruction E to Form S-8. The total number of shares of the Plan now registered
is 2,625,000 comprised of 2,125,000 shares previously registered plus the
500,000 shares registered hereby.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. EXHIBITS

<TABLE>
       <S>     <C>
       4.1     Certificate of Incorporation of the Company (incorporated by
               reference to Exhibit 3.1 to the Company's annual report on Form
               10-K for the fiscal year ended March 27, 1998).

       4.2     Bylaws of the Company (incorporated by reference to Exhibit 3.2
               to the Company's annual report on Form 10-K for the fiscal year
               ended March 31, 1989 and to Exhibit 3.2a to the Company's annual
               report on Form 10-K for the fiscal year ended March 26, 1999).

       4.3     Amended and Restated Rights Agreement, dated as of April 4, 1999
               between Printronix, Inc. and ChaseMellon Shareholder Services,
               L.L.C., including the form of Rights Certificate and the Summary
               of Rights attached thereto as Exhibits A and B, respectively
               (incorporated by reference to Exhibit 1 to the Company's
               Registration Statement on Form 8-A/A filed on or about May 7,
               1999).

       5       Opinion of Kirshman, Harris & Branton.

       23.1    Consent of Arthur Andersen LLP.

       23.2    Consent of Kirshman & Harris (contained in Exhibit 5).

       24      Power of Attorney (contained on signature page)
</TABLE>



                                       2
<PAGE>

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California on November 20, 2001.

                                       PRINTRONIX, INC.


                                       By: ROBERT A. KLEIST
                                          --------------------------------------
                                       Robert A. Kleist
                                       President and Chief Executive Officer


                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature follows
constitutes and appoints ROBERT A. KLEIST and GEORGE L. HARWOOD, and each of
them, individually, his true and lawful attorneys-in-fact and agents, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, and hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
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 dates indicated.

<TABLE>
<CAPTION>
     Signature                               Title                           Date
--------------------           ----------------------------------     -----------------
<S>                            <C>                                    <C>
ROBERT A. KLEIST               President, Chief Executive Officer     November 20, 2001
--------------------           and Director (Principal Executive
Robert A. Kleist               Officer)


GEORGE L. HARWOOD              Sr. Vice President - Finance           November 20, 2001
--------------------           (Principal Accounting Officer)
George L. Harwood


BRUCE T. COLEMAN               Director                               November 20, 2001
--------------------
Bruce T. Coleman


JOHN R. DOUGERY                Director                               November 20, 2001
--------------------
John R. Dougery
</TABLE>



                                       3
<PAGE>

<TABLE>
<CAPTION>
     Signature                               Title                           Date
--------------------           ----------------------------------     -----------------
<S>                            <C>                                    <C>
CHRIS HALLIWELL                Director                               November 20, 2001
--------------------
Chris Halliwell


ERWIN A. KELEN                 Director                               November 20, 2001
--------------------
Erwin A. Kelen
</TABLE>



                                       4
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT                                                                  SEQUENTIALLY
NUMBER          DESCRIPTION                                              NUMBERED PAGE
------          -----------                                              -------------
<S>    <C>                                                               <C>
4.1    Certificate of Incorporation of the Company ......................      *

4.2    Bylaws of the Company ............................................      *

4.3    Amended and Restated Rights Agreement ............................      *

5      Opinion of Kirshman, Harris & Branton ............................      5

23.1   Consent of Arthur Andersen LLP ...................................      6

23.2   Consent of Kirshman, Harris & Branton (see Exhibit 5) ............      5

24     Power of Attorney (contained on signature page) ..................      3
</TABLE>
-------------

*      Incorporated by reference. See sequentially numbered page 2.



                                       5
[{"type": "S-8", "sequence": "1", "filename": "a77548s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 10111}]
{"company-data": {"conformed-name": "PRINTRONIX INC", "cik": "0000311505", "assigned-sic": "3577", "irs-number": "952903992", "state-of-incorporation": "DE", "fiscal-year-end": "0330"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74260", "film-number": "1804051"}, "business-address": {"street1": "14600 MYFORD ROAD", "street2": "P O BOX 19559", "city": "IRVINE", "state": "CA", "zip": "92606", "phone": "7143682300"}, "mail-address": {"street1": "14600 MYFORD ROAD", "street2": "PO BOX 19559", "city": "IRVINE", "state": "CA", "zip": "92606"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 30, 2001
                                                       REGISTRATION NO. 33-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

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

            DELAWARE                                      95-2903992
(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)

                                14600 MYFORD ROAD
                            IRVINE, CALIFORNIA 92606
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

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

                   PRINTRONIX, INC. 1994 STOCK INCENTIVE PLAN
                            (FULL TITLE OF THE PLAN)

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

        ROBERT A. KLEIST                                     COPY TO:
        PRINTRONIX, INC.                                 MICHAEL S. HARRIS
       14600 MYFORD ROAD                           KIRSHMAN, HARRIS & BRANTON
    IRVINE, CALIFORNIA 92606                        A PROFESSIONAL CORPORATION
      (NAME AND ADDRESS OF                             315 S. BEVERLY DRIVE
       AGENT FOR SERVICE)                                    SUITE 315
        (714) 368-2300                           BEVERLY HILLS, CALIFORNIA 90212
(TELEPHONE NUMBER, INCLUDING AREA
   CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE

       TITLE OF                                                   PROPOSED
      SECURITIES                     AMOUNT         PROPOSED      MAXIMUM
        TO BE                        TO BE          MAXIMUM       AGGREGATE      AMOUNT OF
      REGISTERED                   REGISTERED    OFFERING PRICE   OFFERING     REGISTRATION
         FEE                           (1)       PER SHARE (2)    PRICE (2)        FEE
----------------------------       ----------   --------------   ----------    ------------
Common Stock, $.01 par value         500,000      $    9.40      $4,700,000      $1,123.30
(1)     In accordance with Rule 416, this Registration Statement also covers
        such additional number of shares as may become issuable pursuant to the
        antidilution provisions of the 1994 Plan.

(2)     Estimated solely for the purpose of calculating the registration fee
        pursuant to Rule 457(h) and Rule 457(c), based on the average of the
        high and low prices for such stock as reported on November 26, 2001 by
        the NASDAQ National Market System.
This Registration Statement on Form S-8 is filed by Printronix, Inc.
(the "Company") relating to 500,000 shares of the Company's common stock, par
value $.01 per share (the "Common Stock") issuable to officers, directors, key
employees and consultants of the Company under the Printronix, Inc. 1994 Stock
Incentive Plan (the "Plan").

        The shares to be registered are in addition to shares previously
registered pursuant to Registration Nos. 33-83156 and 333-92791, which
registration statements are hereby incorporated by reference pursuant to General
Instruction E to Form S-8. The total number of shares of the Plan now registered
is 2,625,000 comprised of 2,125,000 shares previously registered plus the
500,000 shares registered hereby.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. EXHIBITS
4.1     Certificate of Incorporation of the Company (incorporated by
               reference to Exhibit 3.1 to the Company's annual report on Form
               10-K for the fiscal year ended March 27, 1998).

       4.2     Bylaws of the Company (incorporated by reference to Exhibit 3.2
               to the Company's annual report on Form 10-K for the fiscal year
               ended March 31, 1989 and to Exhibit 3.2a to the Company's annual
               report on Form 10-K for the fiscal year ended March 26, 1999).

       4.3     Amended and Restated Rights Agreement, dated as of April 4, 1999
               between Printronix, Inc. and ChaseMellon Shareholder Services,
               L.L.C., including the form of Rights Certificate and the Summary
               of Rights attached thereto as Exhibits A and B, respectively
               (incorporated by reference to Exhibit 1 to the Company's
               Registration Statement on Form 8-A/A filed on or about May 7,
               1999).

       5       Opinion of Kirshman, Harris & Branton.

       23.1    Consent of Arthur Andersen LLP.

       23.2    Consent of Kirshman & Harris (contained in Exhibit 5).

       24      Power of Attorney (contained on signature page)
2
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California on November 20, 2001.

                                       PRINTRONIX, INC.

                                       By: ROBERT A. KLEIST
                                          --------------------------------------
                                       Robert A. Kleist
                                       President and Chief Executive Officer

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature follows
constitutes and appoints ROBERT A. KLEIST and GEORGE L. HARWOOD, and each of
them, individually, his true and lawful attorneys-in-fact and agents, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, and hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
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 dates indicated.
Signature                               Title                           Date
--------------------           ----------------------------------     -----------------
ROBERT A. KLEIST               President, Chief Executive Officer     November 20, 2001
--------------------           and Director (Principal Executive
Robert A. Kleist               Officer)

GEORGE L. HARWOOD              Sr. Vice President - Finance           November 20, 2001
--------------------           (Principal Accounting Officer)
George L. Harwood

BRUCE T. COLEMAN               Director                               November 20, 2001
--------------------
Bruce T. Coleman

JOHN R. DOUGERY                Director                               November 20, 2001
--------------------
John R. Dougery
3
Signature                               Title                           Date
--------------------           ----------------------------------     -----------------
CHRIS HALLIWELL                Director                               November 20, 2001
--------------------
Chris Halliwell

ERWIN A. KELEN                 Director                               November 20, 2001
--------------------
Erwin A. Kelen
4
EXHIBIT INDEX
EXHIBIT                                                                  SEQUENTIALLY
NUMBER          DESCRIPTION                                              NUMBERED PAGE
------          -----------                                              -------------
4.1    Certificate of Incorporation of the Company ......................      *

4.2    Bylaws of the Company ............................................      *

4.3    Amended and Restated Rights Agreement ............................      *

5      Opinion of Kirshman, Harris & Branton ............................      5

23.1   Consent of Arthur Andersen LLP ...................................      6

23.2   Consent of Kirshman, Harris & Branton (see Exhibit 5) ............      5

24     Power of Attorney (contained on signature page) ..................      3
-------------

*      Incorporated by reference. See sequentially numbered page 2.

                                       5