<PAGE>   1
      As filed with the Securities and Exchange Commission on September 14, 1999

                                               Registration No. 333- ___________


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                          ----------------------------

                               MAXTOR CORPORATION
           ---------------------------------------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                         <C>
            Delaware                                    77-0123732
---------------------------------           -----------------------------------
(State or other jurisdiction of             (I.R.S. employer identification no.)
 incorporation or organization)
</TABLE>

                              510 Cottonwood Drive
                               Milpitas, CA 95035
             ------------------------------------------------------
              (Address of principal executive offices) (Zip Code)

                               MAXTOR CORPORATION
                      1996 STOCK OPTION PLAN, AS AMENDED,
                     1998 EMPLOYEE STOCK PURCHASE PLAN AND
                 INDIVIDUAL OPTION AGREEMENTS GRANTED UNDER THE
             CREATIVE DESIGN SOLUTIONS, INC. INCENTIVE STOCK OPTION
                     PLAN AND ASSUMED BY MAXTOR CORPORATION
         --------------------------------------------------------------
                              (Full title of plan)

                                Glenn H. Stevens
                 Vice President, General Counsel and Secretary
                               Maxtor Corporation
                              510 Cottonwood Drive
                               Milpitas, CA 95035
                ------------------------------------------------
                    (Name and address of agent for service)

Telephone number, including area code, of agent for service: (408) 432-1700

This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.

<PAGE>   2

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                                  CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------
                                                       Proposed           Proposed
                                                       maximum            maximum         Amount of
Title of securities                 Amount to be    offering price       aggregate       registration
to be registered(1)                 registered(2)    per share(3)    offering price(3)       fee
-----------------------------------------------------------------------------------------------------
<S>                                  <C>              <C>               <C>                <C>
1996 Stock Option Plan
----------------------
Common Stock                         3,677,504          $6.875            $25,282,840
Par Value $0.01

1998 Employee Stock Purchase Plan
---------------------------------
Common Stock                           700,000          $5.84375          $ 4,090,625
Par Value $0.01

Assumed Options
---------------
Common Stock                           674,477          $1.096866         $   739,811
Par Value $0.01

    TOTALS                           5,051,981                            $30,113,276       $8,371.49
</TABLE>


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

(1) The securities to be registered include options and rights to acquire such
Common Stock.

(2) Pursuant to Rule 416(a), this registration statement also covers any
additional securities that may be offered or issued in connection with any
stock split, stock dividend or similar transaction.

(3) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. As to the shares under the 1996 Stock Option Plan, the price
is based on the average of the high and low prices of the Common Stock on
September 13, 1999, as reported on the Nasdaq National Market. The 1998
Employee Stock Purchase Plan establishes a purchase price equal to 85% of the
fair market value of the Company's Common Stock, and, therefore, the price for
shares under this plan is based upon 85% of the average of the high and low
prices of the Common Stock on September 13, 1999, as reported on the Nasdaq
National Market. The price of the Assumed Options is computed on the basis of
the weighted average exercise price of the assumed options.



                                       2

<PAGE>   3
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     Maxtor Corporation (the "Company") hereby incorporates by reference in
this registration statement the following documents:

     (a)  The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), containing audited financial statements for the Company's
latest fiscal year ended December 26, 1998, as filed with the Commission.

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant
document referred to in (a) above.

     (c)  The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.

     All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 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.

Item 4. Description of Securities

     The class of securities to be offered is registered under Section 12 of
the Exchange Act.

Item 5. Interests of Named Experts and Counsel

     Inapplicable.

Item 6. Indemnification of Directors and Officers

     Delaware law authorizes corporations to eliminate the personal liability
of directors to corporations and their stockholders for monetary damages for
breach or alleged breach of the directors' "duty of care." While the relevant
statute does not change the directors' duty of care, it enables corporations to
limit available relief to equitable remedies such as injunction or rescission.
The statute has no effect on directors' duty of loyalty, acts or omissions not
in good faith or involving intentional misconduct or knowing violations of law,
illegal payment of dividends and approval of any transaction from which a
director derives an improper personal benefit.



                                       3

<PAGE>   4
     The Company has adopted provisions in its Certificate of Incorporation
which eliminate the personal liability of its directors to the Company and its
stockholders for monetary damages for breach or alleged breach of their duty of
care. The Bylaws of the Company provide for indemnification of its directors,
officers, employees and agents to the full extent permitted by the General
Corporation Law of the State of Delaware, the Company's state of incorporation,
including those circumstances in which indemnification would otherwise be
discretionary under Delaware Law. Section 145 of the General Corporation Law of
the State of Delaware provides for indemnification in terms sufficiently broad
to indemnify such individuals, under certain circumstances, for liabilities
(including reimbursement of expenses incurred) arising under the Securities Act
of 1933, as amended (the "Securities Act").

Item 7.   Exemption From Registration Claimed

          Inapplicable.

Item 8.   Exhibits

          See Exhibit Index.

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;

               (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;

               (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
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to Section 13 or Section
15(d) of 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

                                       4
<PAGE>   5
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 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.


                                   SIGNATURE

     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 the City of Milpitas, State of California, on September 10,
1999.



                                        MAXTOR CORPORATION




                                        By: /s/ GLEN H. STEVENS
                                            -----------------------------------
                                            Glen H. Stevens
                                            Vice President, General Counsel and
                                            Secretary





                                       5
<PAGE>   6
                        SIGNATURES AND POWER OF ATTORNEY


      The officers and directors of Maxtor Corporation, whose signatures appear
below, hereby constitute and appoint Michael R. Cannon and Glenn H. Stevens,
and each of them, their true and lawful attorneys and agents, with full power
of substitution, each with power to act alone, to sign and execute on behalf of
the undersigned any amendment or amendments to this registration statement on
Form S-8, and each of the undersigned does hereby ratify and confirm all that
each of said attorney and agent, or their or his substitutes, shall 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/ Michael R. Cannon         President, Chief Executive Officer        September 10, 1999
------------------------      and Director (Principal Executive
Michael R. Cannon             Officer)

/s/ Paul J. Tufano            Senior Vice President, Finance and        September 10, 1999
------------------------      Chief Financial Officer (Principal
Paul J. Tufano                Financial Officer)

/s/ Chong Sup Park            Chairman of the Board and Director        September 10, 1999
------------------------
Chong Sup Park

/s/ Charles F. Christ         Director                                  September 10, 1999
------------------------
Charles F. Christ

/s/ Thomas L. Chun            Director                                  September 10, 1999
------------------------
Thomas L. Chun

                              Director
------------------------
Chang See Chung

/s/ Charles Hill              Director                                  September 10, 1999
------------------------
Charles Hill

/s/ Y.H. Kim                  Director                                  September 10, 1999
------------------------
Y.H. Kim

/s/ Roger W. Johnson          Director                                  September 9, 1999
------------------------
Roger W. Johnson
</TABLE>
<PAGE>   7
                                 EXHIBIT INDEX



<TABLE>
<S>         <C>
 4.1        Amended and Restated Certificate of Incorporation of the Company,
            as filed with the Secretary of State of the State of Delaware on
            July 24, 1998 is incorporated by reference to Exhibit 3.2 to the
            Company's Registration Statement on Form S-1 filed with the
            Securities and Exchange Commission on July 30, 1998 (No. 333-56099)

 4.2        Amended and Restated Bylaws of the Company are incorporated by
            reference to Exhibit 3.4 to the Company's Registration Statement on
            Form S-1 filed with the Securities and Exchange Commission on July
            30, 1998 (No. 333-56099)

 5          Opinion re legality

23.1        Consent of Counsel (included in Exhibit 5)

23.2        Consent of PricewaterhouseCoopers LLP

24          Power of Attorney (included in signature page to this registration
            statement)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16317}]
{"company-data": {"conformed-name": "MAXTOR CORP", "cik": "0000711039", "assigned-sic": "3572", "irs-number": "770123732", "state-of-incorporation": "DE", "fiscal-year-end": "1226"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87041", "film-number": "99710819"}, "business-address": {"street1": "510 COTTONWOOD DR", "city": "MILPITAS", "state": "CA", "zip": "95035", "phone": "4084321700"}}
1
      As filed with the Securities and Exchange Commission on September 14, 1999

                                               Registration No. 333- ___________

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                          ----------------------------

                               MAXTOR CORPORATION
           ---------------------------------------------------------
             (Exact name of registrant as specified in its charter)
Delaware                                    77-0123732
---------------------------------           -----------------------------------
(State or other jurisdiction of             (I.R.S. employer identification no.)
 incorporation or organization)
510 Cottonwood Drive
                               Milpitas, CA 95035
             ------------------------------------------------------
              (Address of principal executive offices) (Zip Code)

                               MAXTOR CORPORATION
                      1996 STOCK OPTION PLAN, AS AMENDED,
                     1998 EMPLOYEE STOCK PURCHASE PLAN AND
                 INDIVIDUAL OPTION AGREEMENTS GRANTED UNDER THE
             CREATIVE DESIGN SOLUTIONS, INC. INCENTIVE STOCK OPTION
                     PLAN AND ASSUMED BY MAXTOR CORPORATION
         --------------------------------------------------------------
                              (Full title of plan)

                                Glenn H. Stevens
                 Vice President, General Counsel and Secretary
                               Maxtor Corporation
                              510 Cottonwood Drive
                               Milpitas, CA 95035
                ------------------------------------------------
                    (Name and address of agent for service)

Telephone number, including area code, of agent for service: (408) 432-1700

This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
2
-----------------------------------------------------------------------------------------------------
                                  CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------
                                                       Proposed           Proposed
                                                       maximum            maximum         Amount of
Title of securities                 Amount to be    offering price       aggregate       registration
to be registered(1)                 registered(2)    per share(3)    offering price(3)       fee
-----------------------------------------------------------------------------------------------------
1996 Stock Option Plan
----------------------
Common Stock                         3,677,504          $6.875            $25,282,840
Par Value $0.01

1998 Employee Stock Purchase Plan
---------------------------------
Common Stock                           700,000          $5.84375          $ 4,090,625
Par Value $0.01

Assumed Options
---------------
Common Stock                           674,477          $1.096866         $   739,811
Par Value $0.01

    TOTALS                           5,051,981                            $30,113,276       $8,371.49
----------------

(1) The securities to be registered include options and rights to acquire such
Common Stock.

(2) Pursuant to Rule 416(a), this registration statement also covers any
additional securities that may be offered or issued in connection with any
stock split, stock dividend or similar transaction.

(3) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. As to the shares under the 1996 Stock Option Plan, the price
is based on the average of the high and low prices of the Common Stock on
September 13, 1999, as reported on the Nasdaq National Market. The 1998
Employee Stock Purchase Plan establishes a purchase price equal to 85% of the
fair market value of the Company's Common Stock, and, therefore, the price for
shares under this plan is based upon 85% of the average of the high and low
prices of the Common Stock on September 13, 1999, as reported on the Nasdaq
National Market. The price of the Assumed Options is computed on the basis of
the weighted average exercise price of the assumed options.

                                       2
3
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     Maxtor Corporation (the "Company") hereby incorporates by reference in
this registration statement the following documents:

     (a)  The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), containing audited financial statements for the Company's
latest fiscal year ended December 26, 1998, as filed with the Commission.

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant
document referred to in (a) above.

     (c)  The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.

     All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 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.

Item 4. Description of Securities

     The class of securities to be offered is registered under Section 12 of
the Exchange Act.

Item 5. Interests of Named Experts and Counsel

     Inapplicable.

Item 6. Indemnification of Directors and Officers

     Delaware law authorizes corporations to eliminate the personal liability
of directors to corporations and their stockholders for monetary damages for
breach or alleged breach of the directors' "duty of care." While the relevant
statute does not change the directors' duty of care, it enables corporations to
limit available relief to equitable remedies such as injunction or rescission.
The statute has no effect on directors' duty of loyalty, acts or omissions not
in good faith or involving intentional misconduct or knowing violations of law,
illegal payment of dividends and approval of any transaction from which a
director derives an improper personal benefit.

                                       3
4
     The Company has adopted provisions in its Certificate of Incorporation
which eliminate the personal liability of its directors to the Company and its
stockholders for monetary damages for breach or alleged breach of their duty of
care. The Bylaws of the Company provide for indemnification of its directors,
officers, employees and agents to the full extent permitted by the General
Corporation Law of the State of Delaware, the Company's state of incorporation,
including those circumstances in which indemnification would otherwise be
discretionary under Delaware Law. Section 145 of the General Corporation Law of
the State of Delaware provides for indemnification in terms sufficiently broad
to indemnify such individuals, under certain circumstances, for liabilities
(including reimbursement of expenses incurred) arising under the Securities Act
of 1933, as amended (the "Securities Act").

Item 7.   Exemption From Registration Claimed

          Inapplicable.

Item 8.   Exhibits

          See Exhibit Index.

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;

               (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;

               (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
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to Section 13 or Section
15(d) of 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

                                       4
5
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 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.

                                   SIGNATURE

     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 the City of Milpitas, State of California, on September 10,
1999.

                                        MAXTOR CORPORATION

                                        By: /s/ GLEN H. STEVENS
                                            -----------------------------------
                                            Glen H. Stevens
                                            Vice President, General Counsel and
                                            Secretary

                                       5
6
                        SIGNATURES AND POWER OF ATTORNEY

      The officers and directors of Maxtor Corporation, whose signatures appear
below, hereby constitute and appoint Michael R. Cannon and Glenn H. Stevens,
and each of them, their true and lawful attorneys and agents, with full power
of substitution, each with power to act alone, to sign and execute on behalf of
the undersigned any amendment or amendments to this registration statement on
Form S-8, and each of the undersigned does hereby ratify and confirm all that
each of said attorney and agent, or their or his substitutes, shall 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/ Michael R. Cannon         President, Chief Executive Officer        September 10, 1999
------------------------      and Director (Principal Executive
Michael R. Cannon             Officer)

/s/ Paul J. Tufano            Senior Vice President, Finance and        September 10, 1999
------------------------      Chief Financial Officer (Principal
Paul J. Tufano                Financial Officer)

/s/ Chong Sup Park            Chairman of the Board and Director        September 10, 1999
------------------------
Chong Sup Park

/s/ Charles F. Christ         Director                                  September 10, 1999
------------------------
Charles F. Christ

/s/ Thomas L. Chun            Director                                  September 10, 1999
------------------------
Thomas L. Chun

                              Director
------------------------
Chang See Chung

/s/ Charles Hill              Director                                  September 10, 1999
------------------------
Charles Hill

/s/ Y.H. Kim                  Director                                  September 10, 1999
------------------------
Y.H. Kim

/s/ Roger W. Johnson          Director                                  September 9, 1999
------------------------
Roger W. Johnson
7
                                 EXHIBIT INDEX
4.1        Amended and Restated Certificate of Incorporation of the Company,
            as filed with the Secretary of State of the State of Delaware on
            July 24, 1998 is incorporated by reference to Exhibit 3.2 to the
            Company's Registration Statement on Form S-1 filed with the
            Securities and Exchange Commission on July 30, 1998 (No. 333-56099)

 4.2        Amended and Restated Bylaws of the Company are incorporated by
            reference to Exhibit 3.4 to the Company's Registration Statement on
            Form S-1 filed with the Securities and Exchange Commission on July
            30, 1998 (No. 333-56099)

 5          Opinion re legality

23.1        Consent of Counsel (included in Exhibit 5)

23.2        Consent of PricewaterhouseCoopers LLP

24          Power of Attorney (included in signature page to this registration
            statement)