<PAGE>   1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 7, 2000
                                                      REGISTRATION NO. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933


                            STOCKWALK.COM GROUP, INC
             (Exact Name of Registrant as Specified in Its Charter)

         MINNESOTA                                        41-1756256
(State or Other Jurisdiction of                (IRS Employer Identification No.)
 Incorporation or Organization)

5500 WAYZATA BOULEVARD, SUITE 800, MINNEAPOLIS, MN                    55416
     (Address of Principal Executive Offices)                       (Zip Code)

                  1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full Title of the Plan)

                        PHILIP T. COLTON, GENERAL COUNSEL
                             5500 WAYZATA BOULEVARD
                                    SUITE 800
                          MINNEAPOLIS, MINNESOTA 55416
                     (Name and Address of Agent for Service)

                                 (763) 542-6000
           Telephone Number, Including Area Code, of Agent For Service

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
                                                                           Proposed       Proposed
                                                                            Maximum       Maximum
                                                          Amount           Offering      Aggregate      Amount of
                                                           To Be           Price Per      Offering    Registration
Title Of Each Class Of Securities To Be Registered   Registered (1)(3)     Unit (2)      Price (2)       Fee (2)
--------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                 <C>            <C>           <C>
Common Stock, $.04 par value                          475,000 shares        $3.00        $1,425,000      $377.00
====================================================================================================================
</TABLE>

(1)      This Registration Statement relates to an additional 475,000 shares of
         common stock being registered pursuant to the Registrant's 1996
         Non-Employee Director Stock Option Plan, for which shares have been
         registered pursuant to the Registrant's Registration Statement No.
         333-36619.
(2)      Estimated solely for the purpose of determining the registration fee
         pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
         based on the average of the high and low sale prices per share quoted
         for the Registrant's common stock on NASDAQ National Market System on
         December 6, 2000. This Registration Statement will become effective
         immediately upon filing pursuant to Rule 462 under the Securities Act
         of 1933.
(3)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         as amended, this Registration Statement also covers an indeterminate
         amount of interests to be offered or sold pursuant to the employee
         benefit plan described herein.





<PAGE>   2
                                     PART II

            INFORMATION REQUIRED BY GENERAL INSTRUCTION E TO FORM S-8

ITEM 3.      INCORPORATION OF DOCUMENTS BY REFERENCE.

             The contents of the Registrant's  Registration  Statement
             No. 333-36619 are incorporated in this Registration Statement by
             reference.

ITEM 8.      EXHIBITS.

               Exhibit     Description
              ----------   -----------------------------------------------------
                 5.1       Opinion of Leonard, Street and Deinard, Professional
                           Association

                23.1       Consent of Leonard,  Street and  Deinard,
                           Professional  Association  contained in Exhibit 5.1)

                23.2       Consent of Ernst & Young, LLP



                                   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 Minneapolis, State of Minnesota on this 8th day of
December, 2000.

                                       STOCKWALK.com GROUP, INC.


                                       By /s/ Eldon C. Miller
                                         ---------------------------------------
                                          Eldon C. Miller
                                          Chairman and Chief Executive Officer



<PAGE>   3
                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Eldon C. Miller and David B. Johnson his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.


                                       2
<PAGE>   4
         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


       Signature                          Title                        Date
---------------------------     -----------------------------   ----------------


/s/ Eldon C. Miller                                             December 7, 2000
---------------------------
Eldon C. Miller                 Chairman of the Board; Chief
                                Executive Officer


/s/ Jeffrey L. Houdek                                           December 7, 2000
---------------------------
Jeffrey L. Houdek               Principal Accounting and
                                  Financial Officer


/s/ David B. Johnson                                            December 7, 2000
---------------------------
David B. Johnson                Executive Vice President
                                  and Director


/s/ Paul R. Kuehn                                               December 7, 2000
---------------------------
Paul R. Kuehn                   Director


/s/ Stanley D. Rahm                                             December 7, 2000
---------------------------
Stanley D. Rahm                 Director


/s/ N. Lee Wesley                                               December 7, 2000
---------------------------
N. Lee Wesley                   Director


/s/ Richard J. Nigon                                            December 7, 2000
---------------------------
Richard J. Nigon                Director


                                                                December 7, 2000
---------------------------
John E. Feltl                   Director


/s/ John C. Feltl                                               December 7, 2000
---------------------------
John C. Feltl                   Director


                                       3

<PAGE>   5
                            EXHIBIT INDEX TO FORM S-8

 Exhibit           Description
----------         -------------------------------------------------------------
   5.1             Opinion of Leonard, Street and Deinard, Professional
                   Association

  23.1             Consent of Leonard, Street and Deinard,  Professional
                   Association (contained in Exhibit 5.1)

  23.2             Consent of Ernst & Young, LLP
[{"type": "S-8", "sequence": "1", "filename": "c58994s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 8736}]
{"company-data": {"conformed-name": "STOCKWALK COM GROUP INC", "cik": "0001001136", "assigned-sic": "6211", "irs-number": "411756256", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51452", "film-number": "785232"}, "business-address": {"street1": "5500 WAYZATA BLVD", "street2": "STE 800", "city": "MINNEAPOLIS", "state": "MN", "zip": "55416", "phone": "7635426000"}, "mail-address": {"street1": "5500 WAYZATA BLVD", "street2": "STE 800", "city": "MINNEAPOLIS", "state": "MN", "zip": "55416"}, "former-company": [{"former-conformed-name": "NM HOLDINGS INC", "date-changed": "19990107"}, {"former-conformed-name": "NUTRITION MEDICAL INC", "date-changed": "19960807"}]}
1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 7, 2000
                                                      REGISTRATION NO. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                            STOCKWALK.COM GROUP, INC
             (Exact Name of Registrant as Specified in Its Charter)

         MINNESOTA                                        41-1756256
(State or Other Jurisdiction of                (IRS Employer Identification No.)
 Incorporation or Organization)

5500 WAYZATA BOULEVARD, SUITE 800, MINNEAPOLIS, MN                    55416
     (Address of Principal Executive Offices)                       (Zip Code)

                  1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full Title of the Plan)

                        PHILIP T. COLTON, GENERAL COUNSEL
                             5500 WAYZATA BOULEVARD
                                    SUITE 800
                          MINNEAPOLIS, MINNESOTA 55416
                     (Name and Address of Agent for Service)

                                 (763) 542-6000
           Telephone Number, Including Area Code, of Agent For Service

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                                           Proposed       Proposed
                                                                            Maximum       Maximum
                                                          Amount           Offering      Aggregate      Amount of
                                                           To Be           Price Per      Offering    Registration
Title Of Each Class Of Securities To Be Registered   Registered (1)(3)     Unit (2)      Price (2)       Fee (2)
--------------------------------------------------------------------------------------------------------------------
Common Stock, $.04 par value                          475,000 shares        $3.00        $1,425,000      $377.00
====================================================================================================================
(1)      This Registration Statement relates to an additional 475,000 shares of
         common stock being registered pursuant to the Registrant's 1996
         Non-Employee Director Stock Option Plan, for which shares have been
         registered pursuant to the Registrant's Registration Statement No.
         333-36619.
(2)      Estimated solely for the purpose of determining the registration fee
         pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
         based on the average of the high and low sale prices per share quoted
         for the Registrant's common stock on NASDAQ National Market System on
         December 6, 2000. This Registration Statement will become effective
         immediately upon filing pursuant to Rule 462 under the Securities Act
         of 1933.
(3)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         as amended, this Registration Statement also covers an indeterminate
         amount of interests to be offered or sold pursuant to the employee
         benefit plan described herein.
2
                                     PART II

            INFORMATION REQUIRED BY GENERAL INSTRUCTION E TO FORM S-8

ITEM 3.      INCORPORATION OF DOCUMENTS BY REFERENCE.

             The contents of the Registrant's  Registration  Statement
             No. 333-36619 are incorporated in this Registration Statement by
             reference.

ITEM 8.      EXHIBITS.

               Exhibit     Description
              ----------   -----------------------------------------------------
                 5.1       Opinion of Leonard, Street and Deinard, Professional
                           Association

                23.1       Consent of Leonard,  Street and  Deinard,
                           Professional  Association  contained in Exhibit 5.1)

                23.2       Consent of Ernst & Young, LLP

                                   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 Minneapolis, State of Minnesota on this 8th day of
December, 2000.

                                       STOCKWALK.com GROUP, INC.

                                       By /s/ Eldon C. Miller
                                         ---------------------------------------
                                          Eldon C. Miller
                                          Chairman and Chief Executive Officer
3
                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Eldon C. Miller and David B. Johnson his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

                                       2
4
         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

       Signature                          Title                        Date
---------------------------     -----------------------------   ----------------

/s/ Eldon C. Miller                                             December 7, 2000
---------------------------
Eldon C. Miller                 Chairman of the Board; Chief
                                Executive Officer

/s/ Jeffrey L. Houdek                                           December 7, 2000
---------------------------
Jeffrey L. Houdek               Principal Accounting and
                                  Financial Officer

/s/ David B. Johnson                                            December 7, 2000
---------------------------
David B. Johnson                Executive Vice President
                                  and Director

/s/ Paul R. Kuehn                                               December 7, 2000
---------------------------
Paul R. Kuehn                   Director

/s/ Stanley D. Rahm                                             December 7, 2000
---------------------------
Stanley D. Rahm                 Director

/s/ N. Lee Wesley                                               December 7, 2000
---------------------------
N. Lee Wesley                   Director

/s/ Richard J. Nigon                                            December 7, 2000
---------------------------
Richard J. Nigon                Director

                                                                December 7, 2000
---------------------------
John E. Feltl                   Director

/s/ John C. Feltl                                               December 7, 2000
---------------------------
John C. Feltl                   Director

                                       3
5
                            EXHIBIT INDEX TO FORM S-8

 Exhibit           Description
----------         -------------------------------------------------------------
   5.1             Opinion of Leonard, Street and Deinard, Professional
                   Association

  23.1             Consent of Leonard, Street and Deinard,  Professional
                   Association (contained in Exhibit 5.1)

  23.2             Consent of Ernst & Young, LLP