<PAGE>   1
 
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 1997
 
                                                     REGISTRATION NO. 333-
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                           CITYSCAPE FINANCIAL CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                                565 TAXTER ROAD
                         ELMSFORD, NEW YORK 10523-5200
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
 
<TABLE>
<S>                                           <C>
                   DELAWARE                                     11-2994671
       (STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)
</TABLE>
 
                            ------------------------
                           CITYSCAPE FINANCIAL CORP.
                             1997 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)
 
                            ------------------------
                               JONAH L. GOLDSTEIN
 
                                GENERAL COUNSEL
                                565 TAXTER ROAD
                         ELMSFORD, NEW YORK 10523-5200
                                 (914) 592-6677
                     (NAME, ADDRESS, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)
 
                            ------------------------
 
                        CALCULATION OF REGISTRATION FEE
 
<TABLE>
<CAPTION>
=================================================================================================
                                                                     PROPOSED
                                                     PROPOSED        MAXIMUM
                                    AMOUNT           MAXIMUM        AGGREGATE       AMOUNT OF
     TITLE OF SECURITIES             TO BE        OFFERING PRICE     OFFERING      REGISTRATION
       TO BE REGISTERED          REGISTERED(1)     PER SHARE(2)      PRICE(2)          FEE
-------------------------------------------------------------------------------------------------
<S>                           <C>                <C>             <C>             <C>
Common Stock, $0.01 par
  value....................... 1,500,000 shares       $10.59       $15,885,000        $4,814
=================================================================================================
</TABLE>
 
(1) Pursuant to Rule 416, there is also being registered such number of
    additional shares of Common Stock which may become available for issuance
    pursuant to the foregoing plan in the event of certain changes in
    outstanding shares, including reorganizations, recapitalizations, stock
    splits, stock dividends and reverse stock splits.
 
(2) Estimated solely for purposes of determining the registration fee pursuant
    to Rule 457(h) and based on the average of the high and low prices of the
    Common Stock of Cityscape Financial Corp. as reported on September 18, 1997
    on the Nasdaq National Market.
================================================================================
<PAGE>   2
 
                                  INTRODUCTION
 
     This Registration Statement on Form S-8 is filed by Cityscape Financial
Corp., a Delaware corporation (the "Company"), relating to (a) 1,500,000 shares
of the Company's Common Stock, $0.01 par value per share (the "Common Stock"),
issuable under the Company's 1997 Stock Option Plan (the "Plan"), (b) additional
shares of Common Stock that become available under the Plan in connection with
certain changes in the number of outstanding shares of Common stock because of
such things as reorganizations, recapitalizations, stock splits, stock dividends
and reverse stock splits and (c) any other securities with respect to which the
outstanding shares of Common Stock are converted or exchanged (collectively, the
"Shares").
 
                                     PART I
 
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
ITEM 1.  PLAN INFORMATION.*
 
ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
---------------
* Information required by Part I of Form S-8 to be contained in the Section
  10(a) prospectus is omitted from this Registration Statement in accordance
  with Rule 428 under the Securities Act of 1933, as amended (the "Securities
  Act"), and the Note to Part I of Form S-8.
 
                                    PART II
 
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
 
     The following documents, which previously have been filed by the Company
with the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:
 
          (a) the Company's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1996;
 
          (b) the Company's Quarterly Reports on Form 10-Q for the fiscal
     quarters ended March 31, 1997 and June 30, 1997;
 
          (c) the Company's Current Reports on Form 8-K filed on April 11, 1997,
     April 30, 1997, May 20, 1997, July 23, 1997, August 5, 1997 and September
     17, 1997; and
 
          (d) the description of the Common Stock contained in the Company's
     effective Registration Statement on Form 8-A dated December 1, 1995,
     including any amendment or report filed for the purpose of updating such
     description.
 
     All reports and other documents filed by the Company pursuant to Sections
13(a), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), subsequent to the date of this Registration Statement and prior
to the filing of a post-effective amendment hereto that indicates that all
securities offered hereunder have been sold or that deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of filing of such documents.
 
     For purposes of this Registration Statement, any statement contained in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document that also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
 
                                        2
<PAGE>   3
 
ITEM 4.  DESCRIPTION OF SECURITIES.
 
     Not applicable.
 
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
     Not applicable.
 
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     Section 145(a) of the Delaware General Corporation Law (the "GCL") provides
that a Delaware corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no cause to believe his
or her conduct was unlawful.
 
     Section 145(b) of the GCL provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if he or she acted under similar standards,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his or her duty to the
corporation unless and only to the extent that the court in which such action or
suit was brought shall determine that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to be indemnified for such expenses which the court shall
deem proper.
 
     Section 145 of GCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsection (a) and (b) or in the defense of any
claim, issue or matter therein, such officer or director shall be indemnified
against expenses actually and reasonably incurred by him or her in connection
therewith; that indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
and that the corporation may purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
such officer or director and incurred by him or her in any such capacity or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify him or her against such liabilities under Section
145 of the GCL.
 
     As permitted by Section 102(b)(7) of the GCL, the Company's Certificate of
Incorporation provides that a director shall not be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director.
However, such provision does not eliminate or limit the liability of a director
for acts or omissions not in good faith or for breaching his or her duty of
loyalty, engaging in intentional misconduct or knowingly violating a law, paying
a dividend or approving a stock repurchase which was illegal, or obtaining an
improper personal benefit. A provision of this type has no effect on the
availability of equitable remedies, such as injunction or rescission, for breach
of fiduciary duty.
 
     The Company's Bylaws require the Company to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Company) by reason
of the fact that he is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
 judgments, fines and amounts
 
                                        3
<PAGE>   4
 
paid in settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, that he had
reasonable cause to believe that his conduct was unlawful.
 
     In addition, the Company's Bylaws require the Company to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Company to procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the Company, or is or was serving
at the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company, except that no indemnification may
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the performance
of his duty to the Company unless and only to the extent that the Court of
Chancery or 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, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
 
     Any indemnification (unless ordered by a court) made by the Company may be
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct as set forth
above. Such determination must be made (i) by the Board by a majority vote of a
quorum consisting of directors who were not parties to such action, suit or
proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable,
a quorum of disinterested directors so directs, by independent legal counsel in
a written opinion, or (iii) by the stockholders.
 
     To the extent that a director, officer, employee or agent of the Company
has been successful on the merits or otherwise in defense of any covered action,
suit or proceeding, or in defense of any covered claim, issue or matter therein,
he will be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
 
     Expenses incurred by an officer or director in defending a civil or
criminal action, suit or proceeding may be paid by the Company in advance of the
final disposition of such action, suit or proceeding as authorized by the Board
in the specific case upon receipt of an undertaking by or on behalf of the
director or officer to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Company as authorized in
this Article. Such expenses incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the Board deems appropriate.
 
     The Company presently maintains policies of directors' and officers'
liability insurance in the amount of $15.0 million.
 
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
 
     Not applicable.
 
                                        4
<PAGE>   5
 
ITEM 8.  EXHIBITS.
 
<TABLE>
<S>    <C>
4.1    Certificate of Incorporation of the Company, as amended, incorporated by reference to
       Exhibit 3.1 of the Company's Registration Statement on Form S-4 (No. 333-30115)
4.2    Bylaws of the Company, as amended, incorporated herein by reference to Exhibit 3.2 of
       the Company's Registration Statement on Form S-1 (No. 33-98074)
4.3    The Company's 1997 Stock Option Plan, as amended
5.1    Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the securities being
       registered
23.1   Consent of KPMG Peat Marwick LLP
23.2   Consent of KPMG
23.3   Consent of BDO Stoy Hayward
23.4   Consent of BDO Stoy Hayward
23.5   Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1 hereto)
24.1   Power of Attorney (contained on signature page hereto)
</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 of 1933;
 
             (ii) To reflect in the prospectus any facts or events arising after
        the effective date of the Registration Statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the Registration Statement. Notwithstanding the foregoing, any
        increase or decrease in the volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered and any deviation from the low or high and of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate, the
        changes in volume and price represent no more than a 20 percent 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)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
 
          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.
 
          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.
 
     (b) The undersigned registrant 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 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
 
                                        5
<PAGE>   6
 
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 the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the 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 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
Company 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 of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by a final adjudication of
such issue.
 
                                        6
<PAGE>   7
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act, the Company 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 Elmsford, State of New York, on September 19, 1997.
 
                                          CITYSCAPE FINANCIAL CORP.
 
                                          By: /s/ ROBERT C. PATENT
 
                                            ------------------------------------
                                            Robert C. Patent
                                            Executive Vice President
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below constitutes and appoints Robert
C. Patent and Jonah L. Goldstein his true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and resubstitution,
for him and in his name, place and stead, at any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, each acting alone, with full powers and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as full to all intents and purposes as he
might or could do in person, hereby ratifying and confirming that all said
attorneys-in-fact and agents, each acting alone, 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 indicated as of September 19, 1997.
 
<TABLE>
<S>                                             <C>
             /s/ ROBERT GROSSER                             /s/ ROBERT C. PATENT
--------------------------------------------    --------------------------------------------
               Robert Grosser                                 Robert C. Patent
                Director and                                      Director
          Chief Executive Officer
       (Principal Executive Officer)
 
           /s/ ASHER FENSTERHEIM                           /s/ JONAH L. GOLDSTEIN
--------------------------------------------    --------------------------------------------
             Asher Fensterheim                               Jonah L. Goldstein
                  Director                                        Director
 
            /s/ STEVEN M. MILLER                             /s/ TIM S. LEDWICK
--------------------------------------------    --------------------------------------------
              Steven M. Miller                                 Tim S. Ledwick
                  Director                                Chief Financial Officer
                                                      (Principal financial officer and
                                                       principal accounting officer)
 
          /s/ HOLLIS W. RADEMACHER                          /s/ ARTHUR P. GOULD
--------------------------------------------    --------------------------------------------
            Hollis W. Rademacher                              Arthur P. Gould
                  Director                                        Director
 
            /s/ DAVID A. STEENE
--------------------------------------------
              David A. Steene
                  Director
</TABLE>
 
                                        7
<PAGE>   8
 
                               INDEX TO EXHIBITS
 
<TABLE>
<CAPTION>
                                                                                      SEQUENTIALLY
EXHIBIT                                                                                 NUMBERED
  NO.                                   DESCRIPTION                                       PAGE
-------   ------------------------------------------------------------------------    ------------
<C>       <S>                                                                         <C>
   4.1    Certificate of Incorporation of the Company, as amended, incorporated by
          reference to Exhibit 3.1 of the Company's Registration Statement on Form
          S-4 (No. 333-30155).....................................................
   4.2    Bylaws of the Company, as amended, incorporated herein by reference to
          Exhibit 3.2 of the Company's Registration Statement on Form S-1 (No.
          33-98074)...............................................................
   4.3    The Company's 1997 Stock Option Plan, as amended........................
   5.1    Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the
          securities being registered.............................................
  23.1    Consent of KPMG Peat Marwick LLP........................................
  23.2    Consent of KPMG.........................................................
  23.3    Consent of BDO Stoy Hayward.............................................
  23.4    Consent of BDO Stoy Hayward.............................................
  23.5    Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1
          hereto).................................................................
  24.1    Power of Attorney (contained on signature page hereto)..................
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 26967}]
{"company-data": {"conformed-name": "CITYSCAPE FINANCIAL CORP", "cik": "0000866253", "assigned-sic": "6162", "irs-number": "112994671", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36055", "film-number": "97683336"}, "business-address": {"street1": "565 TAXTER RD", "city": "ELMSFORD", "state": "NY", "zip": "10523-5200", "phone": "9145926677"}, "mail-address": {"street1": "565 TAXTER RD", "city": "ELMSFORD", "state": "NY", "zip": "10523-5200"}, "former-company": {"former-conformed-name": "MANDI OF ESSEX LTD", "date-changed": "19930328"}}
1
 
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 1997
 
                                                     REGISTRATION NO. 333-
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                           CITYSCAPE FINANCIAL CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                                565 TAXTER ROAD
                         ELMSFORD, NEW YORK 10523-5200
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
DELAWARE                                     11-2994671
       (STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)
------------------------
                           CITYSCAPE FINANCIAL CORP.
                             1997 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)
 
                            ------------------------
                               JONAH L. GOLDSTEIN
 
                                GENERAL COUNSEL
                                565 TAXTER ROAD
                         ELMSFORD, NEW YORK 10523-5200
                                 (914) 592-6677
                     (NAME, ADDRESS, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)
 
                            ------------------------
 
                        CALCULATION OF REGISTRATION FEE
=================================================================================================
                                                                     PROPOSED
                                                     PROPOSED        MAXIMUM
                                    AMOUNT           MAXIMUM        AGGREGATE       AMOUNT OF
     TITLE OF SECURITIES             TO BE        OFFERING PRICE     OFFERING      REGISTRATION
       TO BE REGISTERED          REGISTERED(1)     PER SHARE(2)      PRICE(2)          FEE
-------------------------------------------------------------------------------------------------
Common Stock, $0.01 par
  value....................... 1,500,000 shares       $10.59       $15,885,000        $4,814
=================================================================================================
(1) Pursuant to Rule 416, there is also being registered such number of
    additional shares of Common Stock which may become available for issuance
    pursuant to the foregoing plan in the event of certain changes in
    outstanding shares, including reorganizations, recapitalizations, stock
    splits, stock dividends and reverse stock splits.
 
(2) Estimated solely for purposes of determining the registration fee pursuant
    to Rule 457(h) and based on the average of the high and low prices of the
    Common Stock of Cityscape Financial Corp. as reported on September 18, 1997
    on the Nasdaq National Market.
================================================================================
2
 
                                  INTRODUCTION
 
     This Registration Statement on Form S-8 is filed by Cityscape Financial
Corp., a Delaware corporation (the "Company"), relating to (a) 1,500,000 shares
of the Company's Common Stock, $0.01 par value per share (the "Common Stock"),
issuable under the Company's 1997 Stock Option Plan (the "Plan"), (b) additional
shares of Common Stock that become available under the Plan in connection with
certain changes in the number of outstanding shares of Common stock because of
such things as reorganizations, recapitalizations, stock splits, stock dividends
and reverse stock splits and (c) any other securities with respect to which the
outstanding shares of Common Stock are converted or exchanged (collectively, the
"Shares").
 
                                     PART I
 
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
ITEM 1.  PLAN INFORMATION.*
 
ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
---------------
* Information required by Part I of Form S-8 to be contained in the Section
  10(a) prospectus is omitted from this Registration Statement in accordance
  with Rule 428 under the Securities Act of 1933, as amended (the "Securities
  Act"), and the Note to Part I of Form S-8.
 
                                    PART II
 
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
 
     The following documents, which previously have been filed by the Company
with the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:
 
          (a) the Company's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1996;
 
          (b) the Company's Quarterly Reports on Form 10-Q for the fiscal
     quarters ended March 31, 1997 and June 30, 1997;
 
          (c) the Company's Current Reports on Form 8-K filed on April 11, 1997,
     April 30, 1997, May 20, 1997, July 23, 1997, August 5, 1997 and September
     17, 1997; and
 
          (d) the description of the Common Stock contained in the Company's
     effective Registration Statement on Form 8-A dated December 1, 1995,
     including any amendment or report filed for the purpose of updating such
     description.
 
     All reports and other documents filed by the Company pursuant to Sections
13(a), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), subsequent to the date of this Registration Statement and prior
to the filing of a post-effective amendment hereto that indicates that all
securities offered hereunder have been sold or that deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of filing of such documents.
 
     For purposes of this Registration Statement, any statement contained in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document that also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
 
                                        2
3
 
ITEM 4.  DESCRIPTION OF SECURITIES.
 
     Not applicable.
 
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
     Not applicable.
 
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     Section 145(a) of the Delaware General Corporation Law (the "GCL") provides
that a Delaware corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no cause to believe his
or her conduct was unlawful.
 
     Section 145(b) of the GCL provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if he or she acted under similar standards,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his or her duty to the
corporation unless and only to the extent that the court in which such action or
suit was brought shall determine that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to be indemnified for such expenses which the court shall
deem proper.
 
     Section 145 of GCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsection (a) and (b) or in the defense of any
claim, issue or matter therein, such officer or director shall be indemnified
against expenses actually and reasonably incurred by him or her in connection
therewith; that indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
and that the corporation may purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
such officer or director and incurred by him or her in any such capacity or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify him or her against such liabilities under Section
145 of the GCL.
 
     As permitted by Section 102(b)(7) of the GCL, the Company's Certificate of
Incorporation provides that a director shall not be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director.
However, such provision does not eliminate or limit the liability of a director
for acts or omissions not in good faith or for breaching his or her duty of
loyalty, engaging in intentional misconduct or knowingly violating a law, paying
a dividend or approving a stock repurchase which was illegal, or obtaining an
improper personal benefit. A provision of this type has no effect on the
availability of equitable remedies, such as injunction or rescission, for breach
of fiduciary duty.
 
     The Company's Bylaws require the Company to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Company) by reason
of the fact that he is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
 judgments, fines and amounts
 
                                        3
4
 
paid in settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, that he had
reasonable cause to believe that his conduct was unlawful.
 
     In addition, the Company's Bylaws require the Company to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Company to procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the Company, or is or was serving
at the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company, except that no indemnification may
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the performance
of his duty to the Company unless and only to the extent that the Court of
Chancery or 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, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
 
     Any indemnification (unless ordered by a court) made by the Company may be
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct as set forth
above. Such determination must be made (i) by the Board by a majority vote of a
quorum consisting of directors who were not parties to such action, suit or
proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable,
a quorum of disinterested directors so directs, by independent legal counsel in
a written opinion, or (iii) by the stockholders.
 
     To the extent that a director, officer, employee or agent of the Company
has been successful on the merits or otherwise in defense of any covered action,
suit or proceeding, or in defense of any covered claim, issue or matter therein,
he will be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
 
     Expenses incurred by an officer or director in defending a civil or
criminal action, suit or proceeding may be paid by the Company in advance of the
final disposition of such action, suit or proceeding as authorized by the Board
in the specific case upon receipt of an undertaking by or on behalf of the
director or officer to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Company as authorized in
this Article. Such expenses incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the Board deems appropriate.
 
     The Company presently maintains policies of directors' and officers'
liability insurance in the amount of $15.0 million.
 
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
 
     Not applicable.
 
                                        4
5
 
ITEM 8.  EXHIBITS.
4.1    Certificate of Incorporation of the Company, as amended, incorporated by reference to
       Exhibit 3.1 of the Company's Registration Statement on Form S-4 (No. 333-30115)
4.2    Bylaws of the Company, as amended, incorporated herein by reference to Exhibit 3.2 of
       the Company's Registration Statement on Form S-1 (No. 33-98074)
4.3    The Company's 1997 Stock Option Plan, as amended
5.1    Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the securities being
       registered
23.1   Consent of KPMG Peat Marwick LLP
23.2   Consent of KPMG
23.3   Consent of BDO Stoy Hayward
23.4   Consent of BDO Stoy Hayward
23.5   Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1 hereto)
24.1   Power of Attorney (contained on signature page hereto)
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 of 1933;
 
             (ii) To reflect in the prospectus any facts or events arising after
        the effective date of the Registration Statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the Registration Statement. Notwithstanding the foregoing, any
        increase or decrease in the volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered and any deviation from the low or high and of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate, the
        changes in volume and price represent no more than a 20 percent 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)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
 
          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.
 
          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.
 
     (b) The undersigned registrant 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 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
 
                                        5
6
 
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 the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the 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 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
Company 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 of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by a final adjudication of
such issue.
 
                                        6
7
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act, the Company 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 Elmsford, State of New York, on September 19, 1997.
 
                                          CITYSCAPE FINANCIAL CORP.
 
                                          By: /s/ ROBERT C. PATENT
 
                                            ------------------------------------
                                            Robert C. Patent
                                            Executive Vice President
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below constitutes and appoints Robert
C. Patent and Jonah L. Goldstein his true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and resubstitution,
for him and in his name, place and stead, at any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, each acting alone, with full powers and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as full to all intents and purposes as he
might or could do in person, hereby ratifying and confirming that all said
attorneys-in-fact and agents, each acting alone, 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 indicated as of September 19, 1997.
/s/ ROBERT GROSSER                             /s/ ROBERT C. PATENT
--------------------------------------------    --------------------------------------------
               Robert Grosser                                 Robert C. Patent
                Director and                                      Director
          Chief Executive Officer
       (Principal Executive Officer)
 
           /s/ ASHER FENSTERHEIM                           /s/ JONAH L. GOLDSTEIN
--------------------------------------------    --------------------------------------------
             Asher Fensterheim                               Jonah L. Goldstein
                  Director                                        Director
 
            /s/ STEVEN M. MILLER                             /s/ TIM S. LEDWICK
--------------------------------------------    --------------------------------------------
              Steven M. Miller                                 Tim S. Ledwick
                  Director                                Chief Financial Officer
                                                      (Principal financial officer and
                                                       principal accounting officer)
 
          /s/ HOLLIS W. RADEMACHER                          /s/ ARTHUR P. GOULD
--------------------------------------------    --------------------------------------------
            Hollis W. Rademacher                              Arthur P. Gould
                  Director                                        Director
 
            /s/ DAVID A. STEENE
--------------------------------------------
              David A. Steene
                  Director
7
8
 
                               INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT                                                                                 NUMBERED
  NO.                                   DESCRIPTION                                       PAGE
-------   ------------------------------------------------------------------------    ------------
4.1    Certificate of Incorporation of the Company, as amended, incorporated by
          reference to Exhibit 3.1 of the Company's Registration Statement on Form
          S-4 (No. 333-30155).....................................................
   4.2    Bylaws of the Company, as amended, incorporated herein by reference to
          Exhibit 3.2 of the Company's Registration Statement on Form S-1 (No.
          33-98074)...............................................................
   4.3    The Company's 1997 Stock Option Plan, as amended........................
   5.1    Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the
          securities being registered.............................................
  23.1    Consent of KPMG Peat Marwick LLP........................................
  23.2    Consent of KPMG.........................................................
  23.3    Consent of BDO Stoy Hayward.............................................
  23.4    Consent of BDO Stoy Hayward.............................................
  23.5    Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1
          hereto).................................................................
  24.1    Power of Attorney (contained on signature page hereto)..................