<PAGE>   1
                                                           Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             Registration Statement
                                      under
                           The Securities Act of 1933

                          SUBMICRON SYSTEMS CORPORATION
             (Exact name of registrant as specified in its charter)

      DELAWARE                                       13-3607944             
(State or other jurisdiction                         (I.R.S. Employer
of incorporation or organization)                    Identification No.)

6330 Hedgewood Drive, No. 150, Allentown, PA         18106       
(Address of principal executive offices)             (Zip Code)

                          SubMicron Systems Corporation
                   Amended and Restated 1991 Stock Option Plan
                          SubMicron Systems Corporation
                        1994 Employee Stock Purchase Plan
                          SubMicron Systems Corporation
                1997 Stock Option Plan for Non-Employee Directors
                            (Full title of the plans)

                           David J. Ferran, President
                          SubMicron Systems Corporation
                          6330 Hedgewood Drive, No. 150
                          Allentown, Pennsylvania 18106
                     (Name and address of agent for service)

                                 (610) 391-9200
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                            Richard J. Busis, Esquire
                               Cozen and O'Connor
                               1900 Market Street
                             Philadelphia, PA 19103
                                 (215) 665-2000
<PAGE>   2
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
__________________________________________________________________________________________________________________________
                                                      Proposed
                                                      Maximum               Proposed
                                                      Aggregate             Maximum
                            Amount                    Offering              Aggregate             Amount of
Title of Securities         to be                     Price Per             Offering              Registration
to be Registered            Registered(1)(2)(3)       Share(1)              Price(1)              Fee(1)
                            
<S>                         <C>                       <C>                   <C>                   <C>
Common Stock,               4,600,000 (4)             $0.32                 $1,472,000            $409.22
$.0001 par value
__________________________________________________________________________________________________________________________
</TABLE>

(1)      Calculated pursuant to Rule 457(h) under the Securities Act of 1933,
         based upon the average of the bid and asked prices in the
         over-the-counter market of the Registrant's Common Stock on December 
         22, 1998.

(2)      Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
         Registration Statement also covers such additional shares as may
         hereinafter be offered or issued to prevent dilution resulting from
         stock splits, stock dividends, recapitalizations or certain other
         capital adjustments.

(3)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         as amended, this Registration Statement also covers an indeterminate
         amount of interest to be offered or sold pursuant to the stock purchase
         plan described herein.

(4)      Includes 3,500,000 shares offered pursuant to the Amended and Restated
         1991 Stock Option Plan, 500,000 shares offered pursuant to the 1994
         Employee Stock Purchase Plan and 600,000 shares offered pursuant to the
         1997 Stock Option Plan for Non-Employee Directors.
<PAGE>   3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.           Incorporation of Documents by Reference.

                  The following documents filed by SubMicron Systems Corporation
(the "Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated into this Registration Statement by reference:

                  (a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997.

                  (b) The Registrant's Quarterly Report on Form 10-Q for the
quarters ended March 31, 1998, June 30, 1998 and September 30, 1998.

                  (c) The Registrant's Current Report on Form 8-K dated
December 3, 1998.

                  (d) The description of the Registrant's shares of Common Stock
contained in its Registration Statement on Form 8-A dated September 4, 1991,
including all amendments and reports 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 to
this Registration Statement 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 a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes hereof to the extent that a statement
contained herein (or in any subsequently filed document which also is
incorporated by reference herein) modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part hereof.


                                     Experts

                  Ernst & Young LLP, independent auditors, have audited
our consolidated financial statements and related schedule included in our
Annual Report on Form 10-K for the year ended December 31, 1997, to the 
extent indicated in their report thereon, which is incorporated in this
Registration Statement (Form S-8) by reference. Arthur Andersen LLP,
independent auditors, have audited our consolidated financial statements
and related schedule included in our Annual Report on Form 10-K for the
year ended December 31, 1997, to the extent indicated in their report
thereon, which is incorporated in this Registration Statement by reference.
Our consolidated financial statements and related schedule are incorporated
by reference in reliance on their reports, given on their authority as experts
in accounting and auditing. In addition, audited financial statements to be 
included in subsequently filed documents shall be incorporated herein by 
reference in reliance upon the authority

                                      II-1
<PAGE>   4
of the firm which audited such financial statements to the extent such firm has
filed with the Commission a consent to such incorporation by reference.

Item 4.           Description of Securities.

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.           Indemnification of Directors and Officers.

                  Under Section 145 of the General Corporation Law of the State
of Delaware, as amended (the "Delaware Corporation Law"), the Registrant has the
power to indemnify directors and officers under certain prescribed circumstances
and subject to certain limitations against certain costs and expenses, including
attorneys' fees actually and reasonably incurred in connection with any action,
suit or proceeding, whether civil, criminal, administrative or investigative, to
which any of them is a party by reason of his being a director or officer of the
Registrant if it is determined that he acted in accordance with the applicable
standard of conduct set forth in such statutory provision.

                  Article Seven of the Certificate of Incorporation of the
Registrant provides with respect to the indemnification to directors and
officers that the Registrant shall indemnify to the fullest extent permitted by
Sections 102(b)(7) and 145 of the Delaware Corporation Law, each person that
such Sections grant the Registrant the power to indemnify. Article Seventh of
the Certificate of Incorporation of the Registrant also provides that no
director shall be liable to the Registrant or any of its stockholders for
monetary damages for breach of fiduciary duty as a director, except with respect
to (1) a breach of the director's duty of loyalty to the Registrant or its
stockholders, (2) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) liability under
Section 174 of the Delaware Corporation Law or (4) a transaction from which the
director derived an improper personal benefit, it being the intention of the
foregoing provision to eliminate the liability of the Registrant's directors to
the Registrant or its stockholders to the fullest extent permitted by Section
102(b)(7) of Delaware Corporation Law, as amended from time to time.

                  Article XIII of the Registrant's By-laws generally permits
indemnification of directors and officers to the fullest extent authorized by
the Delaware Corporation Law.

Item 7.           Exemption from Registration Claimed.

                  Not Applicable.

                                      II-2
<PAGE>   5
Item 8.           Exhibits.

                  The following exhibits are filed as part of this registration
statement:

                   5                Opinion and Consent of Cozen and O'Connor.

                  23.1              Consent of Ernst & Young LLP.

                  23.2              Consent of Arthur Andersen LLP.

                  23.3              Consent of Ireland San Filippo LLP.

                  23.4              Consent of Cozen and O'Connor (contained in
                                    Exhibit 5).

                  24                Powers of Attorney (included on signature
                                    page of the Registration Statement).

                  99.1              SubMicron Systems Corporation Amended and
                                    Restated 1991 Stock Option Plan.

                  99.2              SubMicron Systems Corporation 1994 Employee
                                    Stock Purchase Plan.

                  99.3              SubMicron Systems Corporation 1997 Stock
                                    Option Plan for Non-Employee Directors.

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:

                                    (i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities
Act");

                                    (ii) to reflect in the prospectus any facts
or events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in the volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the
low or high and of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

                                      II-3
<PAGE>   6
                                    (iii) 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;

                  provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act of 1934, as amended (the "Exchange Act") that are incorporated by
reference 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 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by 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 Securities
Act and will be governed by the final adjudication of such issue.

                                      II-4
<PAGE>   7
                        SIGNATURES AND POWERS OF ATTORNEY

                 Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Allentown, Pennsylvania, on December 22, 1998.

                                      SUBMICRON SYSTEMS CORPORATION


                                      By:/s/ David J. Ferran
                                         --------------------------------------
                                           David J. Ferran, President

                 KNOW ALL MEN BY THESE PRESENTS, each person whose signature
appears below hereby constitutes and appoints David J. Ferran and John W. Kizer
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and any
other documents in connection therewith, granting unto said attorneys-in-fact
and agents 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, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully 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 below by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
   SIGNATURE                                         CAPACITY                                      DATE
   ---------                                         --------                                      ----
<S>                                              <C>                                             <C>
/s/ David J. Ferran                              Principal Executive Officer                      December 22, 1998
-----------------------------
    David J. Ferran

/s/ John W. Kizer                                Principal Financial                              December 22, 1998
-----------------------------                    and Accounting Officer
    John W. Kizer                                

                                                 Director                                                    , 1998
-----------------------------
    Mark R. Benham

/s/ Ronald B. Booth                              Director                                         December 22, 1998
-----------------------------
    Ronald B. Booth

/s/ James Newton                                 Director                                         December 22, 1998
-----------------------------
    James Newton

/s/ Barry W. Ridings                             Director                                         December 22, 1998
-----------------------------
    Barry W. Ridings

/s/ Leonard R. Weisberg                          Director                                         December 22, 1998
-----------------------------
    Leonard R. Weisberg
</TABLE>

                                      II-5
<PAGE>   8
<TABLE>
<CAPTION>
<S>                                              <C>                                  <C>
/s/ Donald Zito                                  Director                             December 22, 1998
-----------------------------
    Donald Zito
</TABLE>

                                      II-6

<PAGE>   9

         Pursuant to the requirements of the Securities Act of 1933, the
administrators of the SubMicron Systems Corporation 1994 Employee Stock Purchase
Plan have duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in Allentown, Pennsylvania, on this
22nd day of December, 1998.


                                   SUBMICRON SYSTEMS CORPORATION 1994 EMPLOYEE
                                             STOCK PURCHASE PLAN


                                   By: /s/ John W. Kizer
                                       ---------------------------------------
                                       Name:  John W. Kizer
                                       Title: Vice President


                                     II-7
<PAGE>   10
                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT NO.                        DESCRIPTION OF EXHIBIT                                    PAGE
-----------                        ----------------------                                    ----
<S>                                <C>                                                       <C>
    5                              Opinion and Consent of Cozen and
                                   O'Connor.

   23.1                            Consent of Ernst & Young LLP.

   23.2                            Consent of Arthur Andersen LLP.

   23.3                            Consent of Ireland San Filippo LLP.

   23.4                            Consent of Cozen and O'Connor (contained
                                   in Exhibit 5).

   24                              Powers of Attorney (included on
                                   signature page of the Registration
                                   Statement).

   99.1                            SubMicron Systems Corporation Amended
                                   and Restated 1991 Stock Option Plan.

   99.2                            SubMicron Systems Corporation
                                   1994 Employee Stock Purchase Plan.

   99.3                            SubMicron Systems Corporation
                                   1997 Stock Option Plan for Non-Employee
                                   Directors.
</TABLE>

                                      II-8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 SUBMICRON", "secsgml_size_bytes": 21683}]
{"company-data": {"conformed-name": "SUBMICRON SYSTEMS CORP", "cik": "0000877210", "assigned-sic": "3559", "irs-number": "133607944", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69695", "film-number": "98775461"}, "business-address": {"street1": "6330 HEDGEWOOD DRIVE NO 150", "city": "ALLENTOWN", "state": "PA", "zip": "18106", "phone": "2153919200"}, "mail-address": {"street1": "6330 HEDGEWOOD DRIVE #150", "city": "ALLENTOWN", "state": "PA", "zip": "18106"}, "former-company": [{"former-conformed-name": "TRINITY CAPITAL ENTERPRISE CORP", "date-changed": "19930328"}, {"former-conformed-name": "TRINITY INVESTMENT CORP /DE", "date-changed": "19600201"}]}
1
                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             Registration Statement
                                      under
                           The Securities Act of 1933

                          SUBMICRON SYSTEMS CORPORATION
             (Exact name of registrant as specified in its charter)

      DELAWARE                                       13-3607944             
(State or other jurisdiction                         (I.R.S. Employer
of incorporation or organization)                    Identification No.)

6330 Hedgewood Drive, No. 150, Allentown, PA         18106       
(Address of principal executive offices)             (Zip Code)

                          SubMicron Systems Corporation
                   Amended and Restated 1991 Stock Option Plan
                          SubMicron Systems Corporation
                        1994 Employee Stock Purchase Plan
                          SubMicron Systems Corporation
                1997 Stock Option Plan for Non-Employee Directors
                            (Full title of the plans)

                           David J. Ferran, President
                          SubMicron Systems Corporation
                          6330 Hedgewood Drive, No. 150
                          Allentown, Pennsylvania 18106
                     (Name and address of agent for service)

                                 (610) 391-9200
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                            Richard J. Busis, Esquire
                               Cozen and O'Connor
                               1900 Market Street
                             Philadelphia, PA 19103
                                 (215) 665-2000
2
                         CALCULATION OF REGISTRATION FEE
__________________________________________________________________________________________________________________________
                                                      Proposed
                                                      Maximum               Proposed
                                                      Aggregate             Maximum
                            Amount                    Offering              Aggregate             Amount of
Title of Securities         to be                     Price Per             Offering              Registration
to be Registered            Registered(1)(2)(3)       Share(1)              Price(1)              Fee(1)
Common Stock,               4,600,000 (4)             $0.32                 $1,472,000            $409.22
$.0001 par value
__________________________________________________________________________________________________________________________
(1)      Calculated pursuant to Rule 457(h) under the Securities Act of 1933,
         based upon the average of the bid and asked prices in the
         over-the-counter market of the Registrant's Common Stock on December 
         22, 1998.

(2)      Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
         Registration Statement also covers such additional shares as may
         hereinafter be offered or issued to prevent dilution resulting from
         stock splits, stock dividends, recapitalizations or certain other
         capital adjustments.

(3)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         as amended, this Registration Statement also covers an indeterminate
         amount of interest to be offered or sold pursuant to the stock purchase
         plan described herein.

(4)      Includes 3,500,000 shares offered pursuant to the Amended and Restated
         1991 Stock Option Plan, 500,000 shares offered pursuant to the 1994
         Employee Stock Purchase Plan and 600,000 shares offered pursuant to the
         1997 Stock Option Plan for Non-Employee Directors.
3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following documents filed by SubMicron Systems Corporation
(the "Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated into this Registration Statement by reference:

                  (a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997.

                  (b) The Registrant's Quarterly Report on Form 10-Q for the
quarters ended March 31, 1998, June 30, 1998 and September 30, 1998.

                  (c) The Registrant's Current Report on Form 8-K dated
December 3, 1998.

                  (d) The description of the Registrant's shares of Common Stock
contained in its Registration Statement on Form 8-A dated September 4, 1991,
including all amendments and reports 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 to
this Registration Statement 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 a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes hereof to the extent that a statement
contained herein (or in any subsequently filed document which also is
incorporated by reference herein) modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part hereof.

                                     Experts

                  Ernst & Young LLP, independent auditors, have audited
our consolidated financial statements and related schedule included in our
Annual Report on Form 10-K for the year ended December 31, 1997, to the 
extent indicated in their report thereon, which is incorporated in this
Registration Statement (Form S-8) by reference. Arthur Andersen LLP,
independent auditors, have audited our consolidated financial statements
and related schedule included in our Annual Report on Form 10-K for the
year ended December 31, 1997, to the extent indicated in their report
thereon, which is incorporated in this Registration Statement by reference.
Our consolidated financial statements and related schedule are incorporated
by reference in reliance on their reports, given on their authority as experts
in accounting and auditing. In addition, audited financial statements to be 
included in subsequently filed documents shall be incorporated herein by 
reference in reliance upon the authority

                                      II-1
4
of the firm which audited such financial statements to the extent such firm has
filed with the Commission a consent to such incorporation by reference.

Item 4.           Description of Securities.

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.           Indemnification of Directors and Officers.

                  Under Section 145 of the General Corporation Law of the State
of Delaware, as amended (the "Delaware Corporation Law"), the Registrant has the
power to indemnify directors and officers under certain prescribed circumstances
and subject to certain limitations against certain costs and expenses, including
attorneys' fees actually and reasonably incurred in connection with any action,
suit or proceeding, whether civil, criminal, administrative or investigative, to
which any of them is a party by reason of his being a director or officer of the
Registrant if it is determined that he acted in accordance with the applicable
standard of conduct set forth in such statutory provision.

                  Article Seven of the Certificate of Incorporation of the
Registrant provides with respect to the indemnification to directors and
officers that the Registrant shall indemnify to the fullest extent permitted by
Sections 102(b)(7) and 145 of the Delaware Corporation Law, each person that
such Sections grant the Registrant the power to indemnify. Article Seventh of
the Certificate of Incorporation of the Registrant also provides that no
director shall be liable to the Registrant or any of its stockholders for
monetary damages for breach of fiduciary duty as a director, except with respect
to (1) a breach of the director's duty of loyalty to the Registrant or its
stockholders, (2) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) liability under
Section 174 of the Delaware Corporation Law or (4) a transaction from which the
director derived an improper personal benefit, it being the intention of the
foregoing provision to eliminate the liability of the Registrant's directors to
the Registrant or its stockholders to the fullest extent permitted by Section
102(b)(7) of Delaware Corporation Law, as amended from time to time.

                  Article XIII of the Registrant's By-laws generally permits
indemnification of directors and officers to the fullest extent authorized by
the Delaware Corporation Law.

Item 7.           Exemption from Registration Claimed.

                  Not Applicable.

                                      II-2
5
Item 8.           Exhibits.

                  The following exhibits are filed as part of this registration
statement:

                   5                Opinion and Consent of Cozen and O'Connor.

                  23.1              Consent of Ernst & Young LLP.

                  23.2              Consent of Arthur Andersen LLP.

                  23.3              Consent of Ireland San Filippo LLP.

                  23.4              Consent of Cozen and O'Connor (contained in
                                    Exhibit 5).

                  24                Powers of Attorney (included on signature
                                    page of the Registration Statement).

                  99.1              SubMicron Systems Corporation Amended and
                                    Restated 1991 Stock Option Plan.

                  99.2              SubMicron Systems Corporation 1994 Employee
                                    Stock Purchase Plan.

                  99.3              SubMicron Systems Corporation 1997 Stock
                                    Option Plan for Non-Employee Directors.

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:

                                    (i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities
Act");

                                    (ii) to reflect in the prospectus any facts
or events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in the volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the
low or high and of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

                                      II-3
6
                                    (iii) 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;

                  provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act of 1934, as amended (the "Exchange Act") that are incorporated by
reference 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 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by 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 Securities
Act and will be governed by the final adjudication of such issue.

                                      II-4
7
                        SIGNATURES AND POWERS OF ATTORNEY

                 Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Allentown, Pennsylvania, on December 22, 1998.

                                      SUBMICRON SYSTEMS CORPORATION

                                      By:/s/ David J. Ferran
                                         --------------------------------------
                                           David J. Ferran, President

                 KNOW ALL MEN BY THESE PRESENTS, each person whose signature
appears below hereby constitutes and appoints David J. Ferran and John W. Kizer
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and any
other documents in connection therewith, granting unto said attorneys-in-fact
and agents 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, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully 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 below by the following
persons in the capacities and on the dates indicated.
SIGNATURE                                         CAPACITY                                      DATE
   ---------                                         --------                                      ----
/s/ David J. Ferran                              Principal Executive Officer                      December 22, 1998
-----------------------------
    David J. Ferran

/s/ John W. Kizer                                Principal Financial                              December 22, 1998
-----------------------------                    and Accounting Officer
    John W. Kizer                                

                                                 Director                                                    , 1998
-----------------------------
    Mark R. Benham

/s/ Ronald B. Booth                              Director                                         December 22, 1998
-----------------------------
    Ronald B. Booth

/s/ James Newton                                 Director                                         December 22, 1998
-----------------------------
    James Newton

/s/ Barry W. Ridings                             Director                                         December 22, 1998
-----------------------------
    Barry W. Ridings

/s/ Leonard R. Weisberg                          Director                                         December 22, 1998
-----------------------------
    Leonard R. Weisberg
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8
/s/ Donald Zito                                  Director                             December 22, 1998
-----------------------------
    Donald Zito
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9

         Pursuant to the requirements of the Securities Act of 1933, the
administrators of the SubMicron Systems Corporation 1994 Employee Stock Purchase
Plan have duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in Allentown, Pennsylvania, on this
22nd day of December, 1998.

                                   SUBMICRON SYSTEMS CORPORATION 1994 EMPLOYEE
                                             STOCK PURCHASE PLAN

                                   By: /s/ John W. Kizer
                                       ---------------------------------------
                                       Name:  John W. Kizer
                                       Title: Vice President

                                     II-7
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                                  EXHIBIT INDEX
EXHIBIT NO.                        DESCRIPTION OF EXHIBIT                                    PAGE
-----------                        ----------------------                                    ----
5                              Opinion and Consent of Cozen and
                                   O'Connor.

   23.1                            Consent of Ernst & Young LLP.

   23.2                            Consent of Arthur Andersen LLP.

   23.3                            Consent of Ireland San Filippo LLP.

   23.4                            Consent of Cozen and O'Connor (contained
                                   in Exhibit 5).

   24                              Powers of Attorney (included on
                                   signature page of the Registration
                                   Statement).

   99.1                            SubMicron Systems Corporation Amended
                                   and Restated 1991 Stock Option Plan.

   99.2                            SubMicron Systems Corporation
                                   1994 Employee Stock Purchase Plan.

   99.3                            SubMicron Systems Corporation
                                   1997 Stock Option Plan for Non-Employee
                                   Directors.
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