<PAGE>   1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 5, 1996
                                                            REGISTRATION NO. 33-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    GEOWORKS
               (Exact name of issuer as specified in its charter)

      CALIFORNIA                                       94-2920371
(State of incorporation)                   (I.R.S. Employer Identification No.)

                              960 Atlantic Avenue
                           Alameda, California 94501
                    (Address of principal executive offices)

                         SUPPLEMENTAL STOCK OPTION PLAN
                            (Full title of the plan)

                                GORDON E. MAYER
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                    GEOWORKS
                              960 ATLANTIC AVENUE
                           ALAMEDA, CALIFORNIA 94501
                                 (510) 814-1660
(Name, address, and telephone number, including area code, of agent for service)

                                    Copy to:
                            HERBERT P. FOCKLER, ESQ.
                       WILSON, SONSINI, GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                            PALO ALTO, CA 94304-1050
                                 (415) 493-9300
================================================================================
<PAGE>   2
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
                        CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------
                                         Proposed            Proposed
   Title of           Maximum            Maximum             Maximum
  Securities          Amount             Offering            Aggregate         Amount of
    to be              to be             Price Per           Offering         Registration
  Registered         Registered            Share              Price                Fee
- --------------------------------------------------------------------------------------------- 
<S>                 <C>                 <C>                <C>               <C>      
Common Stock,
no par value....... 550,000 shares (1)     $21.875(2)         $12,031,250.00    $4,148.71
- ---------------------------------------------------------------------------------------------
</TABLE>

(1) Represents the number of shares authorized to be issued under the
    Supplemental Stock Option Plan.

(2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
    solely for the purpose of calculating the total registration fee.
    Computation based upon the average of the high and low prices of the Common
    Stock as reported in the NASDAQ National Market System on July 31, 1996,
    because the price at which the options to be granted in the future may be
    exercised is not currently determinable.

                                      -ii-
<PAGE>   3
                                    GEOWORKS
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by References

                  There are hereby incorporated by reference in this
Registration Statement the following documents and information heretofore filed
by Geoworks (the "Company") with the Securities and Exchange Commission:

                  (1) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A filed April 26, 1994 pursuant
to Section 12(g) of the Exchange Act and declared effective on June 22, 1994.

                  (2) The Company's annual report on Form 10-K under the
Exchange Act for the fiscal year ended March 31, 1996.

In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
on or after the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered 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 part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

                  The Company's Articles of Incorporation limit the liability of
directors for monetary damages to the maximum extent permitted by California
law. Such limitation of liability has no effect on the availability of equitable
remedies, such as injunctive relief or rescission.

                  The Company's Bylaws provide that the Company shall indemnify
its directors and officers and may indemnify its employees and agents (other
than officers and directors) against certain liabilities to the fullest extent
permitted by California law. The Company is also empowered under its Bylaws to
enter into indemnification agreements with its directors, officers, employees
and agents and to purchase insurance on behalf of any director, officer,
employee or agent for any liability arising out of his or her

                                      II-1
<PAGE>   4
actions in such capacity, regardless of whether the Bylaws would permit
indemnification. The Company has entered into indemnification agreements with
each of its current directors, officers and certain of its employees which
provide for indemnification of, and advancement of expenses to, such persons to
the fullest extent permitted by law, including by reason of action or inaction
occurring in the past and circumstances in which indemnification and advancement
of expenses are permitted under applicable law. It is the opinion of the staff
of the Securities and Exchange Commission that indemnification provisions such
as those contained in these agreements have no effect on a director's or
officer's liability under the federal securities laws.

                  Pursuant to underwriting agreements among the Company and the
underwriters of the Company's initial public offering dated June 22, 1994 and a
subsequent public offering dated November 14, 1995, the Company's officers and
directors and other persons who control the Company are indemnified against any
and all losses, claims, damages or liabilities to which such persons may become
subject under the Securities Act, Exchange Act and common law which arise out of
any untrue statement regarding or omission of a material fact contained in the
registration statement for such offerings if such statement or omission was made
in reliance upon and in conformity with information provided to the Company in
writing by any underwriter of the offering.

         See also the undertakings set out in response to Item 9 herein.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

<TABLE>
<CAPTION>
               Exhibit
                Number                            Description
<S>              <C>                <C> 
                  4.1               Supplemental Stock Option Plan
                  4.2               Form of Stock Option Agreement under the Supplemental Stock
                                    Option Plan
                  5.1               Opinion of counsel as to legality of securities being registered.
                 23.1               Consent of counsel (contained in Exhibit 5.1)
                 23.2               Consent of Independent Auditors (see page II-6)
                 24.1               Power of Attorney (see page II-4)
</TABLE>

Item 9.  Undertakings.

         A. The Company hereby undertakes:

         (1) To file, during any period in which offers or sales are being 
made, a posteffective amendment to this registration statement 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.

                                      II-2
<PAGE>   5
                  (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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 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 may be permitted to directors, officers and controlling persons
of the Company pursuant to law, the Company's Articles of Incorporation, the
Company's Bylaws or the Company's indemnification agreements, the Company has
been informed 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
a successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Company will, unless in the opinion of its counsel the
matter has already been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of 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-3
<PAGE>   6
                                   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 Alameda, State of California, on this 2nd day
of August, 1996.

                                      GEOWORKS

                                      By:/s/ DANIEL L. SICOTTE
                                         -------------------------------------
                                         Daniel L. Sicotte, Treasurer
                                         (Duly Authorized Officer and Principal
                                         Financial Officer)

                                POWER OF ATTORNEY

                  KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Gordon E. Mayer, Jordan J.
Breslow and Daniel L. Sicotte, and each of them, as his or her attorney-in-fact,
with full power of substitution in each, for him or her in any and all
capacities to sign any amendments to this Registration Statement on Form S-8,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorney-in-fact, or his substitutes, may do or cause
to be done by virtue hereof.

                                      II-4
<PAGE>   7
                  Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
        Signature                    Title                                        Date
<S>                                  <C>                                        <C>
s/ BRIAN P. DOUGHERTY                Chairman of the Board                      July 31, 1996
- -----------------------------
 Brian P. Dougherty

 /s/ GORDON E. MAYER                 President, Chief Executive Officer         July 31, 1996
- -----------------------------        and Director (Principal Executive
   Gordon E. Mayer                   Officer)

/s/ DANIEL L. SICOTTE                Treasurer (Principal Financial             July 31, 1996
- -----------------------------        and Accounting Officer)
  Daniel L. Sicotte                  

/s/ BRUCE W. DUNLEVIE                Director                                   July 31, 1996
- -----------------------------
  Bruce W. Dunlevie

/s/ HARRY W. MCKINNEY                Director                                   July 31, 1996
- -----------------------------
  Harry W. McKinney

- -----------------------------        Director                                   ________, 1996
   Reijo Paajanen

 /s/ ERIC E. SCHMIDT                 Director                                   July 31, 1996
- -----------------------------
   Eric E. Schmidt

/s/ Clive G. Smith                   Director                                   July 31, 1996
- -----------------------------
   Clive G. Smith

- -----------------------------        Director                                   ________, 1996
  R. Duff Thompson
</TABLE>

                                      II-5
<PAGE>   8
                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Geoworks Supplemental Stock Option Plan and in the
related prospectus for the registration of 550,000 shares of its common stock,
of our reports dated April 18, 1996 with respect to the consolidated financial
statements of Geoworks incorporated by reference in the Annual Report on Form
10-K for the year ended March 31, 1996 and the related financial statement
schedule included therein, filed with the Securities and Exchange Commission.

                                            Ernst & Young LLP

San Francisco, California
August 5, 1996

                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15358}]
{"company-data": {"conformed-name": "GEOWORKS /CA/", "cik": "0000922285", "assigned-sic": "7372", "irs-number": "942920371", "state-of-incorporation": "CA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09569", "film-number": "96603976"}, "business-address": {"street1": "960 ATLANTIC AVE", "city": "ALAMEDIA", "state": "CA", "zip": "94501", "phone": "5108141660"}}
1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 5, 1996
                                                            REGISTRATION NO. 33-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    GEOWORKS
               (Exact name of issuer as specified in its charter)

      CALIFORNIA                                       94-2920371
(State of incorporation)                   (I.R.S. Employer Identification No.)

                              960 Atlantic Avenue
                           Alameda, California 94501
                    (Address of principal executive offices)

                         SUPPLEMENTAL STOCK OPTION PLAN
                            (Full title of the plan)

                                GORDON E. MAYER
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                    GEOWORKS
                              960 ATLANTIC AVENUE
                           ALAMEDA, CALIFORNIA 94501
                                 (510) 814-1660
(Name, address, and telephone number, including area code, of agent for service)

                                    Copy to:
                            HERBERT P. FOCKLER, ESQ.
                       WILSON, SONSINI, GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                            PALO ALTO, CA 94304-1050
                                 (415) 493-9300
================================================================================
2
- ---------------------------------------------------------------------------------------------
                        CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------
                                         Proposed            Proposed
   Title of           Maximum            Maximum             Maximum
  Securities          Amount             Offering            Aggregate         Amount of
    to be              to be             Price Per           Offering         Registration
  Registered         Registered            Share              Price                Fee
- ---------------------------------------------------------------------------------------------
Common Stock,
no par value....... 550,000 shares (1)     $21.875(2)         $12,031,250.00    $4,148.71
- ---------------------------------------------------------------------------------------------
(1) Represents the number of shares authorized to be issued under the
    Supplemental Stock Option Plan.

(2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
    solely for the purpose of calculating the total registration fee.
    Computation based upon the average of the high and low prices of the Common
    Stock as reported in the NASDAQ National Market System on July 31, 1996,
    because the price at which the options to be granted in the future may be
    exercised is not currently determinable.

                                      -ii-
3
                                    GEOWORKS
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by References

                  There are hereby incorporated by reference in this
Registration Statement the following documents and information heretofore filed
by Geoworks (the "Company") with the Securities and Exchange Commission:

                  (1) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A filed April 26, 1994 pursuant
to Section 12(g) of the Exchange Act and declared effective on June 22, 1994.

                  (2) The Company's annual report on Form 10-K under the
Exchange Act for the fiscal year ended March 31, 1996.

In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
on or after the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered 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 part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

                  The Company's Articles of Incorporation limit the liability of
directors for monetary damages to the maximum extent permitted by California
law. Such limitation of liability has no effect on the availability of equitable
remedies, such as injunctive relief or rescission.

                  The Company's Bylaws provide that the Company shall indemnify
its directors and officers and may indemnify its employees and agents (other
than officers and directors) against certain liabilities to the fullest extent
permitted by California law. The Company is also empowered under its Bylaws to
enter into indemnification agreements with its directors, officers, employees
and agents and to purchase insurance on behalf of any director, officer,
employee or agent for any liability arising out of his or her

                                      II-1
4
actions in such capacity, regardless of whether the Bylaws would permit
indemnification. The Company has entered into indemnification agreements with
each of its current directors, officers and certain of its employees which
provide for indemnification of, and advancement of expenses to, such persons to
the fullest extent permitted by law, including by reason of action or inaction
occurring in the past and circumstances in which indemnification and advancement
of expenses are permitted under applicable law. It is the opinion of the staff
of the Securities and Exchange Commission that indemnification provisions such
as those contained in these agreements have no effect on a director's or
officer's liability under the federal securities laws.

                  Pursuant to underwriting agreements among the Company and the
underwriters of the Company's initial public offering dated June 22, 1994 and a
subsequent public offering dated November 14, 1995, the Company's officers and
directors and other persons who control the Company are indemnified against any
and all losses, claims, damages or liabilities to which such persons may become
subject under the Securities Act, Exchange Act and common law which arise out of
any untrue statement regarding or omission of a material fact contained in the
registration statement for such offerings if such statement or omission was made
in reliance upon and in conformity with information provided to the Company in
writing by any underwriter of the offering.

         See also the undertakings set out in response to Item 9 herein.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.
Exhibit
                Number                            Description
4.1               Supplemental Stock Option Plan
                  4.2               Form of Stock Option Agreement under the Supplemental Stock
                                    Option Plan
                  5.1               Opinion of counsel as to legality of securities being registered.
                 23.1               Consent of counsel (contained in Exhibit 5.1)
                 23.2               Consent of Independent Auditors (see page II-6)
                 24.1               Power of Attorney (see page II-4)
Item 9.  Undertakings.

         A. The Company hereby undertakes:

         (1) To file, during any period in which offers or sales are being 
made, a posteffective amendment to this registration statement 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.

                                      II-2
5
                  (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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 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 may be permitted to directors, officers and controlling persons
of the Company pursuant to law, the Company's Articles of Incorporation, the
Company's Bylaws or the Company's indemnification agreements, the Company has
been informed 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
a successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Company will, unless in the opinion of its counsel the
matter has already been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of 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-3
6
                                   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 Alameda, State of California, on this 2nd day
of August, 1996.

                                      GEOWORKS

                                      By:/s/ DANIEL L. SICOTTE
                                         -------------------------------------
                                         Daniel L. Sicotte, Treasurer
                                         (Duly Authorized Officer and Principal
                                         Financial Officer)

                                POWER OF ATTORNEY

                  KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Gordon E. Mayer, Jordan J.
Breslow and Daniel L. Sicotte, and each of them, as his or her attorney-in-fact,
with full power of substitution in each, for him or her in any and all
capacities to sign any amendments to this Registration Statement on Form S-8,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorney-in-fact, or his substitutes, may do or cause
to be done by virtue hereof.

                                      II-4
7
                  Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature                    Title                                        Date
s/ BRIAN P. DOUGHERTY                Chairman of the Board                      July 31, 1996
- -----------------------------
 Brian P. Dougherty

 /s/ GORDON E. MAYER                 President, Chief Executive Officer         July 31, 1996
- -----------------------------        and Director (Principal Executive
   Gordon E. Mayer                   Officer)

/s/ DANIEL L. SICOTTE                Treasurer (Principal Financial             July 31, 1996
- -----------------------------        and Accounting Officer)
  Daniel L. Sicotte                  

/s/ BRUCE W. DUNLEVIE                Director                                   July 31, 1996
- -----------------------------
  Bruce W. Dunlevie

/s/ HARRY W. MCKINNEY                Director                                   July 31, 1996
- -----------------------------
  Harry W. McKinney

- -----------------------------        Director                                   ________, 1996
   Reijo Paajanen

 /s/ ERIC E. SCHMIDT                 Director                                   July 31, 1996
- -----------------------------
   Eric E. Schmidt

/s/ Clive G. Smith                   Director                                   July 31, 1996
- -----------------------------
   Clive G. Smith

- -----------------------------        Director                                   ________, 1996
  R. Duff Thompson
II-5
8
                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Geoworks Supplemental Stock Option Plan and in the
related prospectus for the registration of 550,000 shares of its common stock,
of our reports dated April 18, 1996 with respect to the consolidated financial
statements of Geoworks incorporated by reference in the Annual Report on Form
10-K for the year ended March 31, 1996 and the related financial statement
schedule included therein, filed with the Securities and Exchange Commission.

                                            Ernst & Young LLP

San Francisco, California
August 5, 1996

                                      II-6