<PAGE>   1
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1997
                                                      REGISTRATION NO. 333-_____



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


                                PROSOURCE, INC.
             (Exact Name of Registrant as Specified in Its Charter)


         DELAWARE                                         65-0335019
(State or Other Jurisdiction of                      (I.R.S. Employer
Incorporation or Organization)                       Identification No.)

                              1500 SAN REMO AVENUE
                             CORAL GABLES, FL 33146
                                 (305) 740-1000
          (Address, Including Zip Code, and Telephone Number, Including
             Area Code, of Registrant's Principal Executive Offices)



     AMENDED AND RESTATED PROSOURCE, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN
                PROSOURCE, INC. 1997 DIRECTORS STOCK OPTION PLAN
                            (Full Title of the Plan)



                                 DAVID R. PARKER
                              CHAIRMAN OF THE BOARD
                                 PROSOURCE, INC.
                              1500 SAN REMO AVENUE
                             CORAL GABLES, FL 33146
                                 (305) 740-1000
                (Name, Address, Including Zip Code, and Telephone
               Number, Including Area Code, of Agent For Service)

                                    Copy to:

                             JOEL I. GREENBERG, ESQ.
                   KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP
                                 425 PARK AVENUE
                            NEW YORK, NEW YORK 10022
<PAGE>   2
                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
  Title of Securities to         Amount to be             Proposed Maximum           Proposed Maximum              Amount of
      be Registered               Registered             Offering Price Per         Aggregate Offering          Registration Fee
                                                                Share                      Price
<S>                            <C>                       <C>                        <C>                         <C>
Class A Common                 300,000 Shares (1)             $6.8125(4)               $ 2,043,750(4)              $619.32
                                                              -------                  -----------                 -------
Stock, $.01 par value           10,500 Shares (2)             $  5.25(5)               $    55,125(5)              $ 16.70
                                                              -------                  -----------                 -------
per share                       89,500 Shares (3)             $6.8125(4)               $609,718.75(4)              $184.76         
                                                              -------                   -----------                -------
</TABLE>


(1)      Shares reserved for issuance pursuant to the Amended and Restated
         ProSource, Inc. 1997 Employee Stock Purchase Plan.

(2)      Shares reserved for issuance pursuant to options previously granted
         under the ProSource, Inc. 1997 Directors Stock Option Plan (the
         "Directors Plan").

(3)      Additional shares reserved for issuance pursuant to options to be
         granted under the Directors Plan.

(4)      The offering price has been computed pursuant to Rules 457(c) and
         457(h)(1) promulgated under the Securities Act of 1933, as amended, on
         the basis of the high and low prices of the Class A Common Stock on the
         NASDAQ National Market as of a date within five business days prior to
         the filing of this Registration Statement (September 26, 1997). 
         Estimated solely for the purpose of calculating the registration fee.

(5)      Based on the average exercise price for options previously granted.
         Estimated solely for the purpose of calculating the registration fee.
<PAGE>   3
                                     PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

                  1. Annual Report on Form 10-K of ProSource, Inc. (the
"Company") for the fiscal year ended December 28, 1996 filed with the Commission
(the "Commission") on March 28, 1997 (the "1996 Annual Report on Form 10-K").

                  2. Quarterly report on Form 10-Q of the Company for the fiscal
quarter ended March 29, 1997 filed with the Commission on May 13, 1997.

                  3. Quarterly report on Form 10-Q of the Company for the fiscal
quarter ended June 28, 1997 filed with the Commission on August 11, 1997.

                  4. The description of the Class A common stock, $.01 par value
per share, of the Company (the "Class A Common Stock") is contained under Item
1. "Description of Registrant's Securities to be Registered" in the Company's
Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as
amended, filed with the Commission on November 5, 1996.

                  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 which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
incorporated by reference herein and to be a 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.

         As authorized by Section 102(b)(7) of the Delaware General Corporation
Law (the "Delaware Law"), Article Eighth of the Company's Restated Certificate
of Incorporation provides that directors of the Company shall not be personally
liable to the Company or its stockholders for monetary damages for breaches of
their fiduciary duty of care as a director, except that such provision does not
limit or eliminate the liability of any director (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of law, (iii) in respect of certain unlawful dividend payments or
stock redemptions or repurchases or (iv) for any transactions from which the
director derived an improper personal benefit. In addition, this provision does
not limit directors' liability under federal securities laws.


                                      II-1
<PAGE>   4
         Section 145 of the Delaware Law provides, in summary, that directors
and officers of Delaware corporations are entitled, under certain circumstances,
to be indemnified against all expenses and liabilities (including attorney's
fees) incurred by them as a result of suits brought against them in their
capacity as a director or officer, if they acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, if they had no
reasonable cause to believe their conduct was unlawful; provided, that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the Company,
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, they are fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper. Any such indemnification may be made by the Company only as authorized
in each specific case upon a determination by the stockholders or disinterested
directors that indemnification is proper because the indemnitee has met the
applicable standard of conduct. Article Seventh of the Company's Restated
Certificate of Incorporation entitles officers and directors of the Company to
indemnification to the fullest extent permitted by Section 145 of the Delaware
Law, as the same may be supplemented from time to time.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.  EXHIBITS.

                  The following are filed as exhibits to this registration
statement:

Exhibits          Description
--------          -----------
4.1               Amended and Restated ProSource, Inc. 1997 Employee Stock
                  Purchase Plan. Incorporated by reference from Exhibit 4.1 to
                  the Company's quarterly report on Form 10-Q for the fiscal
                  quarter ended June 28, 1997 filed with the Commission on
                  August 11, 1997.

4.2               ProSource, Inc. 1997 Directors Stock Option Plan. Incorporated
                  by reference from Exhibit 10.1 to the Company's quarterly
                  report on Form 10-Q for the fiscal quarter ended March 29,
                  1997 filed with the Commission on May 13, 1997.

4.3               Restated Certificate of Incorporation of ProSource, Inc.
                  Incorporated by reference from Exhibit 3.1 to the Company's
                  1996 Annual Report on Form 10-K.

4.4               Amended and Restated By-laws of ProSource, Inc., as amended.
                  Incorporated by reference from Exhibit 3.1 to the Company's
                  quarterly report on Form 10-Q for the fiscal quarter ended
                  June 28, 1997 filed with the Commission on August 11, 1997.

5.1               Opinion of Messrs. Kaye, Scholer, Fierman, Hays & Handler,
                  LLP.

23.1              Consent of Independent Public Accountants.


                                      II-2
<PAGE>   5
23.2              Consent of Messrs. Kaye, Scholer, Fierman, Hays & Handler, LLP
                  contained in such firm's opinion filed as Exhibit 5.1 hereto.

24.1              Power of Attorney. Included on the signature page at Page
                  II-6.


                                      II-3
<PAGE>   6
ITEM 9.  UNDERTAKINGS.

                  The undersigned registrant hereby undertakes:

                  A. To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           1. To include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933, unless the information
                  required to be included in such post-effective amendment is
                  contained in a periodic report filed with or furnished to the
                  Securities and Exchange Commission by the registrant pursuant
                  to Section 13 or Section 15(d) of the Securities Exchange Act
                  of 1934 and incorporated herein by reference.

                           2. 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, unless the information required to be included in
                  such post-effective amendment is contained in a periodic
                  report filed with or furnished to the Securities and Exchange
                  Commission by the registrant pursuant to Section 13 or Section
                  15(d) of the Securities Exchange Act of 1934 and incorporated
                  herein by reference. 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) (Section 230.424(b) of this chapter), if, in
                  the aggregate, the changes in volume and price represent no
                  more than a 20 percent change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective registration statement.

                           3. 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.


                  B. That, for the purpose of determining any liability under
the Securities Act of 1933, 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.

                  C. 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 of 1933, each
filing of the registrant's annual report pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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 of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions,


                                      II-4
<PAGE>   7
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 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 Act and
will be governed by the final adjudication of such issue.


                                      II-5
<PAGE>   8
                                   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 Coral Gables, State of Florida, on this 29th day
of September, 1997.



                                            PROSOURCE, INC.


                                            By:  /s/ David R. Parker
                                                 -------------------------------
                                                 Name:  David R. Parker
                                                 Title:   Chairman of the Board


                                      II-6
<PAGE>   9
                  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. Each person whose signature appears
below hereby authorizes each of David R. Parker, Thomas C. Highland, and William
F. Evans, as attorney-in-fact, to sign and file on his behalf, individually and
in each capacity stated below, any pre-effective or post-effective amendment
hereto.

<TABLE>
<CAPTION>
         Signature                         Title                            Date
         ---------                         -----                            ----
<S>                               <C>                                <C> 
/s/ David R. Parker               Chairman of the Board              September 29, 1997
-----------------------------     of Directors
David R. Parker                   (principal executive officer)                                  )

/s/ Thomas C. Highland            President, Chief Executive         September 29, 1997
-----------------------------     Officer and Director
Thomas C. Highland                


/s/ Daniel J. Adzia               Vice Chairman, Chief Marketing     September 29, 1997
-----------------------------     Officer and Director
Daniel J. Adzia                   

/s/ William F. Evans              Executive Vice President,          September 29, 1997
-----------------------------     Chief Financial Officer
William F. Evans                  (principal financial officer)
                                  

/s/ Marcelino Iturrey             Vice President, Controller         September 29, 1997
-----------------------------     (principal accounting officer)
Marcelino Iturrey                 

/s/ Michael Carpenter             Director                           September 29, 1997
-----------------------------
Michael Carpenter

/s/ C. Lee Johnson                Director                           September 29, 1997
-----------------------------
C. Lee Johnson

/s/ Anthony R. Melman             Director                           September 29, 1997
-----------------------------
Anthony R. Melman

/s/ Anthony Munk                  Director                           September 29, 1997
-----------------------------
Anthony Munk

/s/ Gerald W. Schwartz            Director                           September 29, 1997
-----------------------------
Gerald W. Schwartz

/s/ R. Geoffrey P. Styles         Director                           September 29, 1997
-----------------------------
R. Geoffrey P. Styles
</TABLE>


                                      II-7
<PAGE>   10
                                  EXHIBIT INDEX



<TABLE>
<CAPTION>
Exhibit    Description                                                     Page
-------    -----------                                                     ----
<S>        <C>                                                             <C>
5.1        Opinion of Kaye, Scholer, Fierman, Hays & Handler, LLP            1

23.1       Consent of Independent Public Accountants                         2
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20023}]
{"company-data": {"conformed-name": "PROSOURCE INC", "cik": "0000946763", "assigned-sic": "5141", "irs-number": "650335019", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36849", "film-number": "97688912"}, "business-address": {"street1": "550 BILTMORE WAY", "street2": "10TH FL", "city": "CORAL GABLES", "state": "FL", "zip": "33134", "phone": "3055292502"}}
1
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1997
                                                      REGISTRATION NO. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                PROSOURCE, INC.
             (Exact Name of Registrant as Specified in Its Charter)

         DELAWARE                                         65-0335019
(State or Other Jurisdiction of                      (I.R.S. Employer
Incorporation or Organization)                       Identification No.)

                              1500 SAN REMO AVENUE
                             CORAL GABLES, FL 33146
                                 (305) 740-1000
          (Address, Including Zip Code, and Telephone Number, Including
             Area Code, of Registrant's Principal Executive Offices)

     AMENDED AND RESTATED PROSOURCE, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN
                PROSOURCE, INC. 1997 DIRECTORS STOCK OPTION PLAN
                            (Full Title of the Plan)

                                 DAVID R. PARKER
                              CHAIRMAN OF THE BOARD
                                 PROSOURCE, INC.
                              1500 SAN REMO AVENUE
                             CORAL GABLES, FL 33146
                                 (305) 740-1000
                (Name, Address, Including Zip Code, and Telephone
               Number, Including Area Code, of Agent For Service)

                                    Copy to:

                             JOEL I. GREENBERG, ESQ.
                   KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP
                                 425 PARK AVENUE
                            NEW YORK, NEW YORK 10022
2
                         CALCULATION OF REGISTRATION FEE
Title of Securities to         Amount to be             Proposed Maximum           Proposed Maximum              Amount of
      be Registered               Registered             Offering Price Per         Aggregate Offering          Registration Fee
                                                                Share                      Price
Class A Common                 300,000 Shares (1)             $6.8125(4)               $ 2,043,750(4)              $619.32
                                                              -------                  -----------                 -------
Stock, $.01 par value           10,500 Shares (2)             $  5.25(5)               $    55,125(5)              $ 16.70
                                                              -------                  -----------                 -------
per share                       89,500 Shares (3)             $6.8125(4)               $609,718.75(4)              $184.76         
                                                              -------                   -----------                -------
(1)      Shares reserved for issuance pursuant to the Amended and Restated
         ProSource, Inc. 1997 Employee Stock Purchase Plan.

(2)      Shares reserved for issuance pursuant to options previously granted
         under the ProSource, Inc. 1997 Directors Stock Option Plan (the
         "Directors Plan").

(3)      Additional shares reserved for issuance pursuant to options to be
         granted under the Directors Plan.

(4)      The offering price has been computed pursuant to Rules 457(c) and
         457(h)(1) promulgated under the Securities Act of 1933, as amended, on
         the basis of the high and low prices of the Class A Common Stock on the
         NASDAQ National Market as of a date within five business days prior to
         the filing of this Registration Statement (September 26, 1997). 
         Estimated solely for the purpose of calculating the registration fee.

(5)      Based on the average exercise price for options previously granted.
         Estimated solely for the purpose of calculating the registration fee.
3
                                     PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

                  1. Annual Report on Form 10-K of ProSource, Inc. (the
"Company") for the fiscal year ended December 28, 1996 filed with the Commission
(the "Commission") on March 28, 1997 (the "1996 Annual Report on Form 10-K").

                  2. Quarterly report on Form 10-Q of the Company for the fiscal
quarter ended March 29, 1997 filed with the Commission on May 13, 1997.

                  3. Quarterly report on Form 10-Q of the Company for the fiscal
quarter ended June 28, 1997 filed with the Commission on August 11, 1997.

                  4. The description of the Class A common stock, $.01 par value
per share, of the Company (the "Class A Common Stock") is contained under Item
1. "Description of Registrant's Securities to be Registered" in the Company's
Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as
amended, filed with the Commission on November 5, 1996.

                  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 which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
incorporated by reference herein and to be a 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.

         As authorized by Section 102(b)(7) of the Delaware General Corporation
Law (the "Delaware Law"), Article Eighth of the Company's Restated Certificate
of Incorporation provides that directors of the Company shall not be personally
liable to the Company or its stockholders for monetary damages for breaches of
their fiduciary duty of care as a director, except that such provision does not
limit or eliminate the liability of any director (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of law, (iii) in respect of certain unlawful dividend payments or
stock redemptions or repurchases or (iv) for any transactions from which the
director derived an improper personal benefit. In addition, this provision does
not limit directors' liability under federal securities laws.

                                      II-1
4
         Section 145 of the Delaware Law provides, in summary, that directors
and officers of Delaware corporations are entitled, under certain circumstances,
to be indemnified against all expenses and liabilities (including attorney's
fees) incurred by them as a result of suits brought against them in their
capacity as a director or officer, if they acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, if they had no
reasonable cause to believe their conduct was unlawful; provided, that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the Company,
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, they are fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper. Any such indemnification may be made by the Company only as authorized
in each specific case upon a determination by the stockholders or disinterested
directors that indemnification is proper because the indemnitee has met the
applicable standard of conduct. Article Seventh of the Company's Restated
Certificate of Incorporation entitles officers and directors of the Company to
indemnification to the fullest extent permitted by Section 145 of the Delaware
Law, as the same may be supplemented from time to time.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.  EXHIBITS.

                  The following are filed as exhibits to this registration
statement:

Exhibits          Description
--------          -----------
4.1               Amended and Restated ProSource, Inc. 1997 Employee Stock
                  Purchase Plan. Incorporated by reference from Exhibit 4.1 to
                  the Company's quarterly report on Form 10-Q for the fiscal
                  quarter ended June 28, 1997 filed with the Commission on
                  August 11, 1997.

4.2               ProSource, Inc. 1997 Directors Stock Option Plan. Incorporated
                  by reference from Exhibit 10.1 to the Company's quarterly
                  report on Form 10-Q for the fiscal quarter ended March 29,
                  1997 filed with the Commission on May 13, 1997.

4.3               Restated Certificate of Incorporation of ProSource, Inc.
                  Incorporated by reference from Exhibit 3.1 to the Company's
                  1996 Annual Report on Form 10-K.

4.4               Amended and Restated By-laws of ProSource, Inc., as amended.
                  Incorporated by reference from Exhibit 3.1 to the Company's
                  quarterly report on Form 10-Q for the fiscal quarter ended
                  June 28, 1997 filed with the Commission on August 11, 1997.

5.1               Opinion of Messrs. Kaye, Scholer, Fierman, Hays & Handler,
                  LLP.

23.1              Consent of Independent Public Accountants.

                                      II-2
5
23.2              Consent of Messrs. Kaye, Scholer, Fierman, Hays & Handler, LLP
                  contained in such firm's opinion filed as Exhibit 5.1 hereto.

24.1              Power of Attorney. Included on the signature page at Page
                  II-6.

                                      II-3
6
ITEM 9.  UNDERTAKINGS.

                  The undersigned registrant hereby undertakes:

                  A. To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           1. To include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933, unless the information
                  required to be included in such post-effective amendment is
                  contained in a periodic report filed with or furnished to the
                  Securities and Exchange Commission by the registrant pursuant
                  to Section 13 or Section 15(d) of the Securities Exchange Act
                  of 1934 and incorporated herein by reference.

                           2. 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, unless the information required to be included in
                  such post-effective amendment is contained in a periodic
                  report filed with or furnished to the Securities and Exchange
                  Commission by the registrant pursuant to Section 13 or Section
                  15(d) of the Securities Exchange Act of 1934 and incorporated
                  herein by reference. 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) (Section 230.424(b) of this chapter), if, in
                  the aggregate, the changes in volume and price represent no
                  more than a 20 percent change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective registration statement.

                           3. 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.

                  B. That, for the purpose of determining any liability under
the Securities Act of 1933, 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.

                  C. 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 of 1933, each
filing of the registrant's annual report pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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 of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions,

                                      II-4
7
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 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 Act and
will be governed by the final adjudication of such issue.

                                      II-5
8
                                   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 Coral Gables, State of Florida, on this 29th day
of September, 1997.

                                            PROSOURCE, INC.

                                            By:  /s/ David R. Parker
                                                 -------------------------------
                                                 Name:  David R. Parker
                                                 Title:   Chairman of the Board

                                      II-6
9
                  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. Each person whose signature appears
below hereby authorizes each of David R. Parker, Thomas C. Highland, and William
F. Evans, as attorney-in-fact, to sign and file on his behalf, individually and
in each capacity stated below, any pre-effective or post-effective amendment
hereto.
Signature                         Title                            Date
         ---------                         -----                            ----
/s/ David R. Parker               Chairman of the Board              September 29, 1997
-----------------------------     of Directors
David R. Parker                   (principal executive officer)                                  )

/s/ Thomas C. Highland            President, Chief Executive         September 29, 1997
-----------------------------     Officer and Director
Thomas C. Highland                

/s/ Daniel J. Adzia               Vice Chairman, Chief Marketing     September 29, 1997
-----------------------------     Officer and Director
Daniel J. Adzia                   

/s/ William F. Evans              Executive Vice President,          September 29, 1997
-----------------------------     Chief Financial Officer
William F. Evans                  (principal financial officer)
                                  

/s/ Marcelino Iturrey             Vice President, Controller         September 29, 1997
-----------------------------     (principal accounting officer)
Marcelino Iturrey                 

/s/ Michael Carpenter             Director                           September 29, 1997
-----------------------------
Michael Carpenter

/s/ C. Lee Johnson                Director                           September 29, 1997
-----------------------------
C. Lee Johnson

/s/ Anthony R. Melman             Director                           September 29, 1997
-----------------------------
Anthony R. Melman

/s/ Anthony Munk                  Director                           September 29, 1997
-----------------------------
Anthony Munk

/s/ Gerald W. Schwartz            Director                           September 29, 1997
-----------------------------
Gerald W. Schwartz

/s/ R. Geoffrey P. Styles         Director                           September 29, 1997
-----------------------------
R. Geoffrey P. Styles
II-7
10
                                  EXHIBIT INDEX
Exhibit    Description                                                     Page
-------    -----------                                                     ----
5.1        Opinion of Kaye, Scholer, Fierman, Hays & Handler, LLP            1

23.1       Consent of Independent Public Accountants                         2