<PAGE>   1
    As Filed With the Securities and Exchange Commission on November 14, 1997
================================================================================
                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON. D.C. 20549

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

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

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

                           KOFAX IMAGE PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                     33-0114967
 (State or other jurisdiction of                      (I.R.S. Employer 
  incorporation or organization)                     Identification No.)

                    3 Jenner Street, Irvine, California 92618
               (Address of Principal Executive Offices) (Zip Code)

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

                        1997 EMPLOYEE PURCHASE STOCK PLAN

                           1997 STOCK OPTION PLAN FOR
                             NON-EMPLOYEE DIRECTORS

                    1996 INCENTIVE STOCK OPTION, NONQUALIFIED
                           STOCK OPTION AND RESTRICTED
                               STOCK PURCHASE PLAN

                    1992 INCENTIVE STOCK OPTION, NONQUALIFIED
                           STOCK OPTION AND RESTRICTED
                               STOCK PURCHASE PLAN
                                        
                              --------------------
                                        
                                David S. Silver,
          President, Chief Executive Officer and Chairman of the Board
                           Kofax Image Products, Inc.
                   3 Jenner Street, Irvine, California 92618
                    (Name and address of agent for service)
                                 (714) 727-1733
         (Telephone number, including area code, of agent for service)
                                        
                                    Copy to:
                               K.C. Schaaf, Esq.
                           Christopher P. Ivey, Esq.
         Stradling, Yocca, Carlson & Rauth, a Professional Corporation
     660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
                                 (714) 725-4000
                                        
                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=======================================================================================================
                                        Proposed Maximum      Proposed Maximum                      
Title of Securities     Amount To Be        Offering         Aggregate Offering         Amount of
 To Be Registered      Registered(1)     Price Per Share            Price           Registration Fee
=======================================================================================================
<S>                  <C>                <C>                  <C>                    <C>
   Common Stock,
  $0.001 par value   1,267,562 shares          (2)             $10,093,689(1)           $3,058.69
=======================================================================================================
</TABLE>

(1)     Includes additional shares of Common Stock that may become issuable
        pursuant to the anti-dilution adjustment provisions of the 1992
        Incentive Stock Option, Nonqualified Stock Option and Restricted Stock
        Purchase Plan (the "1992 Plan"), the 1996 Incentive Stock Option,
        Nonqualified Stock Option and Restricted Stock Purchase Plan (the 


                                  Page 1 of 10

<PAGE>   2

        "1996 Plan"), the 1997 Stock Option Plan for Directors (the "Director
        Plan"), and the Employee Stock Purchase Plan (the "Purchase Plan").

(2)     In accordance with Rule 457(h), the aggregate offering price of 433,912
        shares of Common Stock registered hereby which would be issued upon
        exercise of options granted under the 1992 Plan, the 1996 Plan and the
        Director Plan is based upon the per share exercise price of such
        options, the weighted average of which is approximately $4.68 per share.
        With respect to the remaining 683,650 shares of Common Stock registered
        hereby which would be issued upon exercise of the remaining options and
        rights to purchase which Registrant is authorized to issue under its
        1992 Plan, 1996 Plan and the Director Plan, the aggregate offering price
        is estimated solely for purposes of calculating the registration fee, in
        accordance with Rule 457(h) on the basis of the price of securities of
        the same class, as determined in accordance with Rule 457(c), using the
        average of the high and low price reported by the Nasdaq National Market
        for the Common Stock on November 12, 1997, which was $9.94 per share.
        For the purposes of the 150,000 shares of Common Stock to be issued
        under the Purchase Plan, the aggregate offering price was estimated
        using a per share price of $8.45, or 85% of $9.94 which price per share
        is the estimated basis at which the shares will be issued pursuant to
        the Purchase Plan.


                                    2 of 10

<PAGE>   3

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

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

        (a) The Registrant's Prospectus dated October 10, 1997 filed pursuant to
Rule 424(b) of the Securities Act of 1933, as amended (the "Securities Act").

        (b) The description of the Registrant's Common Stock which is contained
in the Registrant's Registration Statement on Form 8-A filed under the
Securities Exchange Act of 1934 (the "Exchange Act"), including any amendment or
report filed for the purpose of updating such description.

        (c) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act, since the end of the fiscal year covered by the
Annual Report referred to in (a) above.

        All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to the registration statement which indicates that all
of the shares of Common Stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
documents, except as to any portion of any future annual or quarterly report to
stockholders or document which is not deemed filed under such provisions. For
the purposes of this registration statement, any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.

Item 6. Indemnification of Directors and Officers.

        (a) The Company's Certificate of Incorporation provides that, pursuant
to Delaware law, its directors shall not be liable for monetary damages for
breach of the directors' fiduciary duty to the Company and its stockholders.
This provision in the Certificate of Incorporation does not eliminate the
directors' fiduciary duty, and in appropriate circumstances equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Company for acts
or omissions not in good faith or involving intentional misconduct, for knowing
violations of law, for actions leading to improper personal benefit to the
director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.

        (b) The Company's Bylaws provide that the Company will indemnify its
directors and officers and may indemnify its employees and other agents to the
fullest extent permitted by law. The Company believes that indemnification under
its Bylaws covers at least negligence and gross negligence by indemnified
parties, and permits the Company to advance litigation expenses in the case of
stockholder derivative actions or other actions, against an undertaking by the
indemnified party to repay such advances if it is ultimately determined that the
indemnified party is not entitled to indemnification. The Company has in place
liability insurance for its officers and directors.


                                    3 of 10

<PAGE>   4

        (c) The Company has entered into separate indemnification agreements
with its directors and officers. These agreements require the Company, among
other things, to indemnify them against certain liabilities that may arise by
reason of their status or service as directors or officers (other than
liabilities arising from actions not taken in good faith or in a manner the
indemnitee believed to be opposed to the best interests of the Company) to
advance their expenses incurred as a result of any proceeding against them as to
which they could be indemnified and to obtain directors' insurance if available
on reasonable terms.

Item 7. Exemption from Registration Claimed.

        Not Applicable.

Item 8.  Exhibits.

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

<TABLE>
<CAPTION>
        Number               Description
        ------               -----------
        <S>           <C>
         4.1          Specimen Certificate of the Registrant's Common Stock
                      (incorporated by reference to the same number exhibit to
                      the Registrant's Registration Statement on Form S-1
                      (Registration No. 333-34531)).

         4.2          1992 Incentive Stock Option, Nonqualified Stock Option and
                      Restricted Stock Purchase Plan (incorporated by reference
                      to Exhibit 10.1 to the Registrant's Registration Statement
                      on Form S-1 (Registration No. 333-34531)).

         4.3          Form of Incentive Option Agreement pertaining to the 1992
                      Plan (incorporated by reference to Exhibit 10.2 to the
                      Registrant's Registration Statement on Form S-1 
                      (Registration No. 333-34531)).

         4.4          Form of Nonqualified Option Agreement pertaining to the
                      1992 Plan (incorporated by reference to Exhibit 10.3 to
                      the Registrant's Registration Statement on Form S-1
                      (Registration No. 333-34531)).

         4.5          Form of Restricted Stock Agreement pertaining to the 1992
                      Plan (incorporated by reference to Exhibit 10.4 to the
                      Registrant's Registration Statement on Form S-1
                      (Registration No. 333-34531)).

         4.6          1996 Incentive Stock Option, Nonqualified Stock Option and
                      Restricted Stock Purchase Plan (incorporated by reference
                      to Exhibit 10.5 to the Registrant's Registration Statement
                      on Form S-1 (Registration No. 333-34531)).

         4.7          Form of Stock Option Agreement pertaining to the 1996 Plan
                      (incorporated by reference to Exhibit 10.6 to the
                      Registrant's Registration Statement on Form S-1
                      (Registration No. 333-34531)).

         4.8          1997 Stock Option Plan for Non-Employee Directors
                      (incorporated by reference to Exhibit 10.8 to the
                      Registrant's
</TABLE>


                                    4 of 10

<PAGE>   5
<TABLE>
        <S>           <C>
                      Registration Statement on Form S-1 (Registration No.
                      333-34531)).

         4.9          Form of Stock Option Agreement pertaining to the Director
                      Plan (incorporated by reference to Exhibit 10.9 to the
                      Registrant's Registration Statement on Form S-1
                      (Registration No. 333-34531)).

        4.10          1997 Employee Stock Purchase Plan (incorporated by
                      reference to Exhibit 10.10 to the Registrant's
                      Registration Statement on Form S-1 (Registration No.
                      333-34531)).

         5.1          Opinion of Stradling Yocca Carlson & Rauth, a Professional
                      Corporation, Counsel to the Registrant.

        23.1          Consent of Stradling Yocca Carlson & Rauth, a Professional
                      Corporation (included in the Opinion filed as Exhibit
                      5.1).

        23.2          Consent of Deloitte & Touche LLP.

        24.1          Power of Attorney (included on signature page to this
                      registration statement).
</TABLE>

Item 9.  Undertakings.

         (a)   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. Notwithstanding the foregoing, any increase or
               decrease in 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 end 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;

                             (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 (a)(l)(i) and (a)(l)(ii) of this section do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and
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
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.


                                    5 of 10

<PAGE>   6

               (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.

        (b) 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.

        (c) Insofar as indemnification for liabilities arising under the
Securities Act maybe 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.


                                    6 of 10

<PAGE>   7

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on the 12th day
of November, 1997.

                                       KOFAX IMAGE PRODUCTS, INC.


                                       By: /s/ DAVID S. SILVER
                                           -------------------------------------
                                           David S. Silver
                                           Chief Executive Officer and President

                                POWER OF ATTORNEY

        We, the undersigned officers and directors of Kofax Image Products,
Inc., do hereby constitute and appoint David S. Silver and Ronald J. Fikert, or
either of them, our true and lawful attorney-in-fact and agent, 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 exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite or 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 attorney-in-fact and
agent, 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                             Title                            Date
<S>                                   <C>                                <C>
/s/ DAVID S. SILVER                   Chief Executive Officer,           November 12, 1997
-------------------------------       President and Director
David S. Silver                       (Principal Executive Officer)

/s/ RONALD J. FIKERT                  Chief Financial Officer            November 12, 1997
-------------------------------       (Principal Financial and
Ronald J. Fikert                      Accounting Officer)

/s/ DAVID C. SEIGLE                   Director                           November 12, 1997
-------------------------------
David C. Seigle

                                      Director                           November   , 1997
-------------------------------
B. Allen Lay

/s/ CLIFFORD L. HAAS                  Director                           November 12, 1997
-------------------------------
Clifford L. Haas

/s/ WILLIAM E. DROBSIH                Director                           November 12, 1997
-------------------------------
William E. Drobish

/S/ ALEXANDER P. CILENTO              Director                           November 12, 1997
-------------------------------
Alexander P. Cilento

/s/ DEAN A. HOUGH                     Director                           November 12, 1997
-------------------------------
Dean A. Hough
</TABLE>


                                     7 of 10

<PAGE>   8
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit                                                                        Sequential
Number                              Description                                Page Number
<S>       <C>                                                                  <C>
     4.1  Specimen Certificate of the Registrant's Common Stock (incorporated       --
          by reference to the same number exhibit to the Registrant's 
          Registration Statement on Form S-1 (Registration No. 333-34531)).

     4.2  1992 Incentive Stock Option, Non-Qualified Stock Option and               --
          Restricted Stock Purchase Plan (incorporated by reference to
          Exhibit 10.1 to the Registrant's Registration Statement on Form
          S-1 (Registration No. 333-34531)).

     4.3  Form of Incentive Option Agreement pertaining to the 1992 Plan            --
          (incorporated by reference to Exhibit 10.2 to the Registrant's
          Registration Statement on Form S-1 (Registration No.
          333-34531)).

     4.4  Form of Nonqualified Option Agreement pertaining to the 1992              --
          Plan (incorporated by reference to Exhibit 10.3 to the
          Registrant's Registration Statement on Form S-1 (Registration
          No. 333-34531)).

     4.5  Form of Restricted Stock Agreement pertaining to the 1992 Plan            --
          (incorporated by reference to Exhibit 10.4 to the Registrant's
          Registration Statement on Form S-1 (Registration No.
          333-34531)).

     4.6  1996 Incentive Stock Option, Non-Qualified Stock Option and               --
          Restricted Stock Purchase Plan (incorporated by reference to
          Exhibit 10.5 to the Registrant's Registration Statement on Form
          S-1 (Registration No. 333-34531)).

     4.7  Form of Stock Option Agreement pertaining to the 1996 Plan                --
          (incorporated by reference to Exhibit 10.6 to the Registrant's
          Registration Statement on Form S-1 (Registration No.
          333-34531)).

     4.8  1997 Stock Option Plan for Non-Employee Directors (incorporated           --
          by reference to Exhibit 10.8 to the Registrant's Registration
          Statement on Form S-1 (Registration No. 333-34531)).

     4.9  Form of Stock Option Agreement Pertaining to the Director Plan            --
          (incorporated by reference to Exhibit 10.9 to the Registrant's
          Registration Statement on Form S-1 (Registration No.
          333-34531)).

    4.10  1997 Employee Purchase Stock Plan (incorporated by reference to           --
          Exhibit 10.10 to the Registrant's Registration Statement on
          Form S-1 (Registration No. 333-34531)).

     5.1  Opinion of Stradling Yocca Carlson & Rauth, a Professional                 9
          Corporation, Counsel to the Registrant

    23.1  Consent of Stradling Yocca Carlson & Rauth, a Professional                --
          Corporation (included in the Opinion filed as Exhibit 5.1)

    23.2  Consent of Deloitte & Touche, LLP.                                        10

    24.1  Power of Attorney (included on signature page to this                     --
          registration statement)
</TABLE>


                                    8 of 10
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25697}]
{"company-data": {"conformed-name": "KOFAX IMAGE PRODUCTS INC", "cik": "0001045035", "assigned-sic": "7373", "irs-number": "330114967", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40325", "film-number": "97722366"}, "business-address": {"street1": "3 JENNER ST", "city": "IRVINE", "state": "CA", "zip": "92618", "phone": "7147271733"}, "mail-address": {"street1": "3 JENNER ST", "city": "IRVINE", "state": "CA", "zip": "92618"}}
1
    As Filed With the Securities and Exchange Commission on November 14, 1997
================================================================================
                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON. D.C. 20549

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

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

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

                           KOFAX IMAGE PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                     33-0114967
 (State or other jurisdiction of                      (I.R.S. Employer 
  incorporation or organization)                     Identification No.)

                    3 Jenner Street, Irvine, California 92618
               (Address of Principal Executive Offices) (Zip Code)

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

                        1997 EMPLOYEE PURCHASE STOCK PLAN

                           1997 STOCK OPTION PLAN FOR
                             NON-EMPLOYEE DIRECTORS

                    1996 INCENTIVE STOCK OPTION, NONQUALIFIED
                           STOCK OPTION AND RESTRICTED
                               STOCK PURCHASE PLAN

                    1992 INCENTIVE STOCK OPTION, NONQUALIFIED
                           STOCK OPTION AND RESTRICTED
                               STOCK PURCHASE PLAN
                                        
                              --------------------
                                        
                                David S. Silver,
          President, Chief Executive Officer and Chairman of the Board
                           Kofax Image Products, Inc.
                   3 Jenner Street, Irvine, California 92618
                    (Name and address of agent for service)
                                 (714) 727-1733
         (Telephone number, including area code, of agent for service)
                                        
                                    Copy to:
                               K.C. Schaaf, Esq.
                           Christopher P. Ivey, Esq.
         Stradling, Yocca, Carlson & Rauth, a Professional Corporation
     660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
                                 (714) 725-4000
                                        
                        CALCULATION OF REGISTRATION FEE
=======================================================================================================
                                        Proposed Maximum      Proposed Maximum                      
Title of Securities     Amount To Be        Offering         Aggregate Offering         Amount of
 To Be Registered      Registered(1)     Price Per Share            Price           Registration Fee
=======================================================================================================
Common Stock,
  $0.001 par value   1,267,562 shares          (2)             $10,093,689(1)           $3,058.69
=======================================================================================================
(1)     Includes additional shares of Common Stock that may become issuable
        pursuant to the anti-dilution adjustment provisions of the 1992
        Incentive Stock Option, Nonqualified Stock Option and Restricted Stock
        Purchase Plan (the "1992 Plan"), the 1996 Incentive Stock Option,
        Nonqualified Stock Option and Restricted Stock Purchase Plan (the 

                                  Page 1 of 10
2

        "1996 Plan"), the 1997 Stock Option Plan for Directors (the "Director
        Plan"), and the Employee Stock Purchase Plan (the "Purchase Plan").

(2)     In accordance with Rule 457(h), the aggregate offering price of 433,912
        shares of Common Stock registered hereby which would be issued upon
        exercise of options granted under the 1992 Plan, the 1996 Plan and the
        Director Plan is based upon the per share exercise price of such
        options, the weighted average of which is approximately $4.68 per share.
        With respect to the remaining 683,650 shares of Common Stock registered
        hereby which would be issued upon exercise of the remaining options and
        rights to purchase which Registrant is authorized to issue under its
        1992 Plan, 1996 Plan and the Director Plan, the aggregate offering price
        is estimated solely for purposes of calculating the registration fee, in
        accordance with Rule 457(h) on the basis of the price of securities of
        the same class, as determined in accordance with Rule 457(c), using the
        average of the high and low price reported by the Nasdaq National Market
        for the Common Stock on November 12, 1997, which was $9.94 per share.
        For the purposes of the 150,000 shares of Common Stock to be issued
        under the Purchase Plan, the aggregate offering price was estimated
        using a per share price of $8.45, or 85% of $9.94 which price per share
        is the estimated basis at which the shares will be issued pursuant to
        the Purchase Plan.

                                    2 of 10
3

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

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

        (a) The Registrant's Prospectus dated October 10, 1997 filed pursuant to
Rule 424(b) of the Securities Act of 1933, as amended (the "Securities Act").

        (b) The description of the Registrant's Common Stock which is contained
in the Registrant's Registration Statement on Form 8-A filed under the
Securities Exchange Act of 1934 (the "Exchange Act"), including any amendment or
report filed for the purpose of updating such description.

        (c) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act, since the end of the fiscal year covered by the
Annual Report referred to in (a) above.

        All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to the registration statement which indicates that all
of the shares of Common Stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
documents, except as to any portion of any future annual or quarterly report to
stockholders or document which is not deemed filed under such provisions. For
the purposes of this registration statement, any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.

Item 6. Indemnification of Directors and Officers.

        (a) The Company's Certificate of Incorporation provides that, pursuant
to Delaware law, its directors shall not be liable for monetary damages for
breach of the directors' fiduciary duty to the Company and its stockholders.
This provision in the Certificate of Incorporation does not eliminate the
directors' fiduciary duty, and in appropriate circumstances equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Company for acts
or omissions not in good faith or involving intentional misconduct, for knowing
violations of law, for actions leading to improper personal benefit to the
director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.

        (b) The Company's Bylaws provide that the Company will indemnify its
directors and officers and may indemnify its employees and other agents to the
fullest extent permitted by law. The Company believes that indemnification under
its Bylaws covers at least negligence and gross negligence by indemnified
parties, and permits the Company to advance litigation expenses in the case of
stockholder derivative actions or other actions, against an undertaking by the
indemnified party to repay such advances if it is ultimately determined that the
indemnified party is not entitled to indemnification. The Company has in place
liability insurance for its officers and directors.

                                    3 of 10
4

        (c) The Company has entered into separate indemnification agreements
with its directors and officers. These agreements require the Company, among
other things, to indemnify them against certain liabilities that may arise by
reason of their status or service as directors or officers (other than
liabilities arising from actions not taken in good faith or in a manner the
indemnitee believed to be opposed to the best interests of the Company) to
advance their expenses incurred as a result of any proceeding against them as to
which they could be indemnified and to obtain directors' insurance if available
on reasonable terms.

Item 7. Exemption from Registration Claimed.

        Not Applicable.

Item 8.  Exhibits.

        The following exhibits are filed as part of this registration statement:
Number               Description
        ------               -----------
4.1          Specimen Certificate of the Registrant's Common Stock
                      (incorporated by reference to the same number exhibit to
                      the Registrant's Registration Statement on Form S-1
                      (Registration No. 333-34531)).

         4.2          1992 Incentive Stock Option, Nonqualified Stock Option and
                      Restricted Stock Purchase Plan (incorporated by reference
                      to Exhibit 10.1 to the Registrant's Registration Statement
                      on Form S-1 (Registration No. 333-34531)).

         4.3          Form of Incentive Option Agreement pertaining to the 1992
                      Plan (incorporated by reference to Exhibit 10.2 to the
                      Registrant's Registration Statement on Form S-1 
                      (Registration No. 333-34531)).

         4.4          Form of Nonqualified Option Agreement pertaining to the
                      1992 Plan (incorporated by reference to Exhibit 10.3 to
                      the Registrant's Registration Statement on Form S-1
                      (Registration No. 333-34531)).

         4.5          Form of Restricted Stock Agreement pertaining to the 1992
                      Plan (incorporated by reference to Exhibit 10.4 to the
                      Registrant's Registration Statement on Form S-1
                      (Registration No. 333-34531)).

         4.6          1996 Incentive Stock Option, Nonqualified Stock Option and
                      Restricted Stock Purchase Plan (incorporated by reference
                      to Exhibit 10.5 to the Registrant's Registration Statement
                      on Form S-1 (Registration No. 333-34531)).

         4.7          Form of Stock Option Agreement pertaining to the 1996 Plan
                      (incorporated by reference to Exhibit 10.6 to the
                      Registrant's Registration Statement on Form S-1
                      (Registration No. 333-34531)).

         4.8          1997 Stock Option Plan for Non-Employee Directors
                      (incorporated by reference to Exhibit 10.8 to the
                      Registrant's
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Registration Statement on Form S-1 (Registration No.
                      333-34531)).

         4.9          Form of Stock Option Agreement pertaining to the Director
                      Plan (incorporated by reference to Exhibit 10.9 to the
                      Registrant's Registration Statement on Form S-1
                      (Registration No. 333-34531)).

        4.10          1997 Employee Stock Purchase Plan (incorporated by
                      reference to Exhibit 10.10 to the Registrant's
                      Registration Statement on Form S-1 (Registration No.
                      333-34531)).

         5.1          Opinion of Stradling Yocca Carlson & Rauth, a Professional
                      Corporation, Counsel to the Registrant.

        23.1          Consent of Stradling Yocca Carlson & Rauth, a Professional
                      Corporation (included in the Opinion filed as Exhibit
                      5.1).

        23.2          Consent of Deloitte & Touche LLP.

        24.1          Power of Attorney (included on signature page to this
                      registration statement).
Item 9.  Undertakings.

         (a)   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. Notwithstanding the foregoing, any increase or
               decrease in 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 end 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;

                             (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 (a)(l)(i) and (a)(l)(ii) of this section do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and
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
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

                                    5 of 10
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               (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.

        (b) 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.

        (c) Insofar as indemnification for liabilities arising under the
Securities Act maybe 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.

                                    6 of 10
7

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on the 12th day
of November, 1997.

                                       KOFAX IMAGE PRODUCTS, INC.

                                       By: /s/ DAVID S. SILVER
                                           -------------------------------------
                                           David S. Silver
                                           Chief Executive Officer and President

                                POWER OF ATTORNEY

        We, the undersigned officers and directors of Kofax Image Products,
Inc., do hereby constitute and appoint David S. Silver and Ronald J. Fikert, or
either of them, our true and lawful attorney-in-fact and agent, 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 exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite or 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 attorney-in-fact and
agent, 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                             Title                            Date
/s/ DAVID S. SILVER                   Chief Executive Officer,           November 12, 1997
-------------------------------       President and Director
David S. Silver                       (Principal Executive Officer)

/s/ RONALD J. FIKERT                  Chief Financial Officer            November 12, 1997
-------------------------------       (Principal Financial and
Ronald J. Fikert                      Accounting Officer)

/s/ DAVID C. SEIGLE                   Director                           November 12, 1997
-------------------------------
David C. Seigle

                                      Director                           November   , 1997
-------------------------------
B. Allen Lay

/s/ CLIFFORD L. HAAS                  Director                           November 12, 1997
-------------------------------
Clifford L. Haas

/s/ WILLIAM E. DROBSIH                Director                           November 12, 1997
-------------------------------
William E. Drobish

/S/ ALEXANDER P. CILENTO              Director                           November 12, 1997
-------------------------------
Alexander P. Cilento

/s/ DEAN A. HOUGH                     Director                           November 12, 1997
-------------------------------
Dean A. Hough
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                                  EXHIBIT INDEX
Exhibit                                                                        Sequential
Number                              Description                                Page Number
4.1  Specimen Certificate of the Registrant's Common Stock (incorporated       --
          by reference to the same number exhibit to the Registrant's 
          Registration Statement on Form S-1 (Registration No. 333-34531)).

     4.2  1992 Incentive Stock Option, Non-Qualified Stock Option and               --
          Restricted Stock Purchase Plan (incorporated by reference to
          Exhibit 10.1 to the Registrant's Registration Statement on Form
          S-1 (Registration No. 333-34531)).

     4.3  Form of Incentive Option Agreement pertaining to the 1992 Plan            --
          (incorporated by reference to Exhibit 10.2 to the Registrant's
          Registration Statement on Form S-1 (Registration No.
          333-34531)).

     4.4  Form of Nonqualified Option Agreement pertaining to the 1992              --
          Plan (incorporated by reference to Exhibit 10.3 to the
          Registrant's Registration Statement on Form S-1 (Registration
          No. 333-34531)).

     4.5  Form of Restricted Stock Agreement pertaining to the 1992 Plan            --
          (incorporated by reference to Exhibit 10.4 to the Registrant's
          Registration Statement on Form S-1 (Registration No.
          333-34531)).

     4.6  1996 Incentive Stock Option, Non-Qualified Stock Option and               --
          Restricted Stock Purchase Plan (incorporated by reference to
          Exhibit 10.5 to the Registrant's Registration Statement on Form
          S-1 (Registration No. 333-34531)).

     4.7  Form of Stock Option Agreement pertaining to the 1996 Plan                --
          (incorporated by reference to Exhibit 10.6 to the Registrant's
          Registration Statement on Form S-1 (Registration No.
          333-34531)).

     4.8  1997 Stock Option Plan for Non-Employee Directors (incorporated           --
          by reference to Exhibit 10.8 to the Registrant's Registration
          Statement on Form S-1 (Registration No. 333-34531)).

     4.9  Form of Stock Option Agreement Pertaining to the Director Plan            --
          (incorporated by reference to Exhibit 10.9 to the Registrant's
          Registration Statement on Form S-1 (Registration No.
          333-34531)).

    4.10  1997 Employee Purchase Stock Plan (incorporated by reference to           --
          Exhibit 10.10 to the Registrant's Registration Statement on
          Form S-1 (Registration No. 333-34531)).

     5.1  Opinion of Stradling Yocca Carlson & Rauth, a Professional                 9
          Corporation, Counsel to the Registrant

    23.1  Consent of Stradling Yocca Carlson & Rauth, a Professional                --
          Corporation (included in the Opinion filed as Exhibit 5.1)

    23.2  Consent of Deloitte & Touche, LLP.                                        10

    24.1  Power of Attorney (included on signature page to this                     --
          registration statement)
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