<PAGE>   1
        As filed with the Securities and Exchange Commission on October 13, 1998
                                                     Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                             NOVELLUS SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                     <C>
         CALIFORNIA                                         77-00246
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)
</TABLE>
                             3970 North First Street
                               San Jose, CA 95134
           (Address of Principal Executive Office Including Zip Code)

                             NOVELLUS SYSTEMS, INC.
                   AMENDED AND RESTATED 1992 STOCK OPTION PLAN
             AMENDED AND RESTATED 1992 EMPLOYEE STOCK PURCHASE PLAN
                           (Full titles of the plans)

                                 Richard S. Hill
                      President and Chief Executive Officer
                             Novellus Systems, Inc.
                             3970 North First Street
                               San Jose, CA 95134
                     (Name and address of agent for service)

                                 (408) 943-9700
          (Telephone number, including area code, of agent for service)

--------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
                                                       Proposed maximum      Proposed maximum 
  Title of securities to be        Amount to be       offering price per    aggregate offering         Amount of
         registered                 registered            share (1)             price (1)           registration fee
------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                <C>                   <C>                     <C>
Common Stock                         1,350,000            $22.375              $30,206,250              $8,911
------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rules 457(h) and 457(c) under the Securities Act of 1933
     and based upon the average of the high and low prices reported on the
     Nasdaq National Market on October 7, 1998.



                               Page 1 of 7 Pages.
                        Exhibit Index Located at Page 4.


<PAGE>   2



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.    Incorporation of Certain Documents by Reference.

     In accordance with General Instruction E to Form S-8, the contents of the
Registrant's Registration Statements on Form S-8, Commission File No. 33-51056,
No. 33-88156, No. 33-62807, No. 333-11825 and No. 333-35487, including exhibits
thereto, are hereby incorporated by reference into this Registration Statement,
except as the same may be modified by the information set forth herein.


Item 8.    Exhibits.

<TABLE>
<CAPTION>
      Exhibit
      Number      Description
      -------     -----------
      <S>         <C>
       4.1*       Amended and Restated Articles of Incorporation of Registrant

       4.2**      Form of Bylaws of Registrant, as amended to date

       5.1        Opinion of Morrison & Foerster.

      23.1        Consent of Counsel (included in Exhibit 5.1).

      23.2        Consent of Ernst & Young LLP, Independent Auditors.

      25.1        Power of Attorney.

</TABLE>


*    Incorporated by reference to the exhibit filed with Registrant's Report on
     Form 10-K filed with the Securities and Exchange Commission ("SEC") on
     February 18, 1994 and the Registrant's Report on Form 10-K filed with the
     SEC on March 9, 1998.

**   Incorporated by reference to the exhibit filed with Registrant's
     Registration Statement on Form S-1, File No. 33-23011, which was declared
     effective August 11, 1988, and the Registrant's Report on Form 10-K filed
     with the SEC on March 9, 1998.


                                      II-1
<PAGE>   3



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Novellus Systems, Inc., certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Jose, State of California, on October 9,
1998.

                                       NOVELLUS SYSTEMS, INC.


                                       By: /s/ Richard S. Hill
                                           -------------------------------------
                                           Richard S. Hill
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY





                                      II-2
<PAGE>   4


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

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

<TABLE>
<CAPTION>
Signature                                  Capacity                         Date
---------                                  --------                         ----
<S>                                        <C>                              <C>
/s/   Richard S. Hill                      President, Chief Executive       October 9, 1998
----------------------------------         Officer (Principal                               
      Richard S. Hill                      Executive Officer) and         
                                           Director                       
                                                                          
/s/   Robert H. Smith                      Vice President, Finance and      October 9, 1998
----------------------------------         Administration,                               
      Robert H. Smith                      Chief Financial Officer,       
                                           Secretary (Principal           
                                           Financial Officer)             
                                                                          
/s/   J. Michael Dodson                    Vice President, Corporate        October 9, 1998
----------------------------------         Controller (Principal                                         
      J. Michael Dodson                    Accounting Officer)            
                                                                          
/s/   D. James Guzy                        Director                         October 9, 1998
----------------------------------                                        
      D. James Guzy                                                       
                                                                          
/s/   J. David Litster                     Director                         October 9, 1998
----------------------------------                                        
      J. David Litster                                                   
                                                                          
/s/   Tom Long                             Director                         October 9, 1998
----------------------------------                                        
      Tom Long                                                            
                                                                          
/s/   Glen G. Possley                      Director                         October 9, 1998
----------------------------------                                        
      Glen G. Possley                                                     
                                                                          
/s/   William R. Spivey                    Director                         Ocotber 9, 1998
----------------------------------                                        
       William R. Spivey                                               
</TABLE>

                                      II-3

<PAGE>   5



                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
      Exhibit
      Number      Description
      -------     -----------
      <S>         <C>
       4.1*       Amended and Restated Articles of Incorporation of Registrant

       4.2**      Form of Bylaws of Registrant, as amended to date

       5.1        Opinion of Morrison & Foerster.

      23.1        Consent of Counsel (included in Exhibit 5.1).

      23.2        Consent of Ernst & Young LLP, Independent Auditors.

      25.1        Power of Attorney (Included on Signature Page).
</TABLE>

*    Incorporated by reference to the exhibit filed with Registrant's Report on
     Form 10-K filed with the Securities and Exchange Commission ("SEC") on
     February 18, 1994 and the Registrant's Report on Form 10-K filed with the
     SEC on March 9, 1998.

**   Incorporated by reference to the exhibit filed with Registrant's
     Registration Statement on Form S-1, File No. 33-23011, which was declared
     effective August 11, 1988, and the Registrant's Report on Form 10-K filed
     with the SEC on March 9, 1998.

                                      II-4
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 11025}]
{"company-data": {"conformed-name": "NOVELLUS SYSTEMS INC", "cik": "0000836106", "assigned-sic": "3559", "irs-number": "770024666", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65567", "film-number": "98723955"}, "business-address": {"street1": "3970 N FIRST ST", "city": "SAN JOSE", "state": "CA", "zip": "95134", "phone": "4089439700"}, "mail-address": {"street1": "81 VISTA MONTANA", "street2": "81 VISTA MONTANA", "city": "SAN JOSE", "state": "CA", "zip": "95134"}}
1
        As filed with the Securities and Exchange Commission on October 13, 1998
                                                     Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                             NOVELLUS SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)
CALIFORNIA                                         77-00246
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)
3970 North First Street
                               San Jose, CA 95134
           (Address of Principal Executive Office Including Zip Code)

                             NOVELLUS SYSTEMS, INC.
                   AMENDED AND RESTATED 1992 STOCK OPTION PLAN
             AMENDED AND RESTATED 1992 EMPLOYEE STOCK PURCHASE PLAN
                           (Full titles of the plans)

                                 Richard S. Hill
                      President and Chief Executive Officer
                             Novellus Systems, Inc.
                             3970 North First Street
                               San Jose, CA 95134
                     (Name and address of agent for service)

                                 (408) 943-9700
          (Telephone number, including area code, of agent for service)

--------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
================================================================================
Proposed maximum      Proposed maximum 
  Title of securities to be        Amount to be       offering price per    aggregate offering         Amount of
         registered                 registered            share (1)             price (1)           registration fee
------------------------------------------------------------------------------------------------------------------------
Common Stock                         1,350,000            $22.375              $30,206,250              $8,911
------------------------------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rules 457(h) and 457(c) under the Securities Act of 1933
     and based upon the average of the high and low prices reported on the
     Nasdaq National Market on October 7, 1998.

                               Page 1 of 7 Pages.
                        Exhibit Index Located at Page 4.
2

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Certain Documents by Reference.

     In accordance with General Instruction E to Form S-8, the contents of the
Registrant's Registration Statements on Form S-8, Commission File No. 33-51056,
No. 33-88156, No. 33-62807, No. 333-11825 and No. 333-35487, including exhibits
thereto, are hereby incorporated by reference into this Registration Statement,
except as the same may be modified by the information set forth herein.

Item 8.    Exhibits.
Exhibit
      Number      Description
      -------     -----------
4.1*       Amended and Restated Articles of Incorporation of Registrant

       4.2**      Form of Bylaws of Registrant, as amended to date

       5.1        Opinion of Morrison & Foerster.

      23.1        Consent of Counsel (included in Exhibit 5.1).

      23.2        Consent of Ernst & Young LLP, Independent Auditors.

      25.1        Power of Attorney.
*    Incorporated by reference to the exhibit filed with Registrant's Report on
     Form 10-K filed with the Securities and Exchange Commission ("SEC") on
     February 18, 1994 and the Registrant's Report on Form 10-K filed with the
     SEC on March 9, 1998.

**   Incorporated by reference to the exhibit filed with Registrant's
     Registration Statement on Form S-1, File No. 33-23011, which was declared
     effective August 11, 1988, and the Registrant's Report on Form 10-K filed
     with the SEC on March 9, 1998.

                                      II-1
3

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Novellus Systems, Inc., certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Jose, State of California, on October 9,
1998.

                                       NOVELLUS SYSTEMS, INC.

                                       By: /s/ Richard S. Hill
                                           -------------------------------------
                                           Richard S. Hill
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

                                      II-2
4

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

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                                  Capacity                         Date
---------                                  --------                         ----
/s/   Richard S. Hill                      President, Chief Executive       October 9, 1998
----------------------------------         Officer (Principal                               
      Richard S. Hill                      Executive Officer) and         
                                           Director                       
                                                                          
/s/   Robert H. Smith                      Vice President, Finance and      October 9, 1998
----------------------------------         Administration,                               
      Robert H. Smith                      Chief Financial Officer,       
                                           Secretary (Principal           
                                           Financial Officer)             
                                                                          
/s/   J. Michael Dodson                    Vice President, Corporate        October 9, 1998
----------------------------------         Controller (Principal                                         
      J. Michael Dodson                    Accounting Officer)            
                                                                          
/s/   D. James Guzy                        Director                         October 9, 1998
----------------------------------                                        
      D. James Guzy                                                       
                                                                          
/s/   J. David Litster                     Director                         October 9, 1998
----------------------------------                                        
      J. David Litster                                                   
                                                                          
/s/   Tom Long                             Director                         October 9, 1998
----------------------------------                                        
      Tom Long                                                            
                                                                          
/s/   Glen G. Possley                      Director                         October 9, 1998
----------------------------------                                        
      Glen G. Possley                                                     
                                                                          
/s/   William R. Spivey                    Director                         Ocotber 9, 1998
----------------------------------                                        
       William R. Spivey
II-3
5

                                INDEX TO EXHIBITS
Exhibit
      Number      Description
      -------     -----------
4.1*       Amended and Restated Articles of Incorporation of Registrant

       4.2**      Form of Bylaws of Registrant, as amended to date

       5.1        Opinion of Morrison & Foerster.

      23.1        Consent of Counsel (included in Exhibit 5.1).

      23.2        Consent of Ernst & Young LLP, Independent Auditors.

      25.1        Power of Attorney (Included on Signature Page).
*    Incorporated by reference to the exhibit filed with Registrant's Report on
     Form 10-K filed with the Securities and Exchange Commission ("SEC") on
     February 18, 1994 and the Registrant's Report on Form 10-K filed with the
     SEC on March 9, 1998.

**   Incorporated by reference to the exhibit filed with Registrant's
     Registration Statement on Form S-1, File No. 33-23011, which was declared
     effective August 11, 1988, and the Registrant's Report on Form 10-K filed
     with the SEC on March 9, 1998.

                                      II-4