<PAGE>

As filed with the Securities and Exchange Commission on March 20, 2000
                                                   Registration No. 33-_________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ------------------
                                    FORM S-8

                             Registration Statement
                        Under the Securities Act of 1933
                               ------------------

                             AM COMMUNICATIONS, INC.
               (Exact name of issuer as specified in its charter)

            Delaware                                  22-1922958
     (State of incorporation)              (I.R.S. Employer Identification No.)


             100 Commerce Drive, Quakertown, Pennsylvania 18951-2237
              (Address and Zip Code of Principal Executive Offices)

                          ----------------------------
            AM COMMUNICATIONS, INC. 1991 INCENTIVE STOCK OPTION PLAN
                            (Full title of the plan)
                          ----------------------------

                           Keith D. Schneck, President
                             AM Communications, Inc.
                               100 Commerce Drive
                       Quakertown, Pennsylvania 18951-2237
                                 (215) 538-8700
            (Name, address and telephone number of agent for service)
                          -----------------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                                                Proposed               Proposed
Title of                                                        maximum                maximum
Securities                                                      offering               aggregate            Amount of
to be                               Amount to be                price per              offering             Registration
Registered                          Registered(1)               share(2)               price                Fee
------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                         <C>                    <C>                   <C>

Common Stock,
Par value $.10                      2,000,000 shares            $2.25                  $4,500,000.00        $1,188.00
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Pursuant to Rule 416(a), this Registration Statement includes such
    additional shares of Common Stock as may be issuable by virtue of the
    anti-dilution provisions of the 1991 Incentive Stock Option Plan.

(2) Estimated pursuant to Rule 457 solely for the purpose of calculating the
    registration fee. The price is based upon the average of the bid and asked
    price of the Common Stock on March 16, 2000.

    Approximate date of commencement of proposed sale to public: As soon as
practicable after the Registration Statement becomes effective. These securities
are being registered pursuant to Rule 415.



<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1. Plan Information.(1)

Item 2. Registrant Information and Employee Plan Annual Information.(1)


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

(1) Information required by Part I to be contained in the Section 10(a)
    prospectus is omitted from the Registration Statement in accordance with
    Rule 428 under the Securities Act of 1933, as amended, and the Note to Part
    I of Form S-8.



                                       R-2

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference.

        The following documents previously filed by AM Communications, Inc. (the
"Company") with the Securities and Exchange Commission (file no. 0-9856) are
incorporated by reference in this Registration Statement and made a part hereof:

        a. Annual Report on Form 10-KSB for the fiscal year ended April 3, 1999;

        b. Quarterly Report on Form 10-QSB for the fiscal quarter ended July 3,
           1999;

        c. Quarterly Report on Form 10-QSB for the fiscal quarter ended October
           2, 1999;

        d. Quarterly Report on Form 10-QSB for the fiscal quarter ended January
           1, 2000; and

        e. The description of the Company's Common Stock contained in the
           Company's definitive proxy materials (Schedule 14A) filed with the
           Securities and Exchange Commission on February 7, 2000.

        All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the date hereof and prior to the filing of a
post-effective amendment to the Registration Statement relating to the Common
Stock offered hereby, which indicates that all such Common Stock has been sold
or which deregisters all such Common Stock then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part thereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
in this Registration Statement shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
in this document which also is or is deemed to be incorporated by reference in
this Registration Statement, modifies, supersedes, or replaces such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.



                                       R-3

<PAGE>



Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.

Item 6. Indemnification of Directors and Officers.

        Under Section 145 of the Delaware General Corporation Law, the Company
must indemnify each of its directors and officers against his expenses (that is,
reasonable costs, disbursements and counsel fees) in connection with any
proceeding involving such person by reason of his having been an officer,
director, employee or agent of the Company, or who 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, to the
extent he is successful on the merits. Moreover, under such statutory provision
the Company has the corporate power to indemnify its officers and directors
against expenses and (in the case of proceedings other than those by or in the
right of the Company) liabilities incurred in such a proceeding, provided (i)
the officer or director has acted in good faith and in a manner reasonably
believed to be in, or not opposed to, the best interests of the Company and (ii)
with respect to any criminal proceeding, he had no reasonable cause to believe
his conduct was unlawful. In the case of a proceeding by or in the right of the
Company, however, such indemnification is not permitted if the individual is
adjudged to be liable to the Company, unless a court determines that he is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

        The determination of whether indemnification is proper under the
circumstances, unless made by a court, is determined by a majority of the
disinterested members of the Board of Directors or committee thereof, by
independent legal counsel if a quorum of the disinterested members of the Board
of Directors or committee thereof is not available or if the disinterested
members of the Board of Directors or a committee thereof so direct, or by the
stockholders.

        The Company's Bylaws require the Company to indemnify each director and
officer if Section 145 of the Delaware General Corporation Law permits the
Company to do so.

        The Company has obtained a directors' and officers' liability insurance
policy, which affords officers and directors insurance coverage for losses
arising from claims based on breaches of duty, negligence, error and other
wrongful acts.

                                       R-4

<PAGE>

        Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.

Item 7. Exemption From Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        The following Exhibits are filed with this Registration Statement or, as
indicated, incorporated by reference:

             Exhibit No.                          Description
             -----------                          -----------

                 4                       AM Communications, Inc. 1991 Incentive
                                         Stock Option Plan, as amended to the
                                         date hereof

                 5                       Opinion of Archer & Greiner, P.C. as to
                                         legality of securities to be registered

                23.1                     Consent of Archer & Greiner, P.C.,
                                         included in their opinion as Exhibit 5

                23.2                     Consent of KPMG LLP

                24                       Power of Attorney (contained on
                                         signature page)

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;

                                       R-5

<PAGE>




                (ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration
Statement;

                (iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement.

Provided, however, that paragraphs (a)(l)(i) and (a)(l)(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 by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.

            (2) 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.

            (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) 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, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 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 of whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.


                           [INTENTIONALLY LEFT BLANK]

                                       R-6

<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
undersigned 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 Quakertown, and the Commonwealth of
Pennsylvania, on this 20th day of March, 2000.


                                   AM COMMUNICATIONS, INC.


                              By:  /s/ Keith D. Schneck
                                   --------------------------------------------
                                   Keith D. Schneck, President, Chief Executive
                                   Officer & Chief Financial Officer


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

         Each person whose signature to this Registration Statement appears
below hereby appoints Keith D. Schneck as his attorney-in-fact to sign in his
behalf individually and in the capacity stated below and to file all amendments
and post-effective amendments to this Registration Statement, and any and all
instruments or documents filed as part of or in connection with this
Registration Statement or the amendments thereto, and such attorney-in-fact may
make such changes and additions to this Registration Statement as he may deem
necessary or appropriate.
<TABLE>
<CAPTION>
Signature                                              Title                                       Date
---------                                              -----                                       ----
<S>                                                   <C>                                      <C>
/s/ Javad K. Hassan                                    Chairman of the Board                    March 20, 2000
-----------------------------------------              & Director
Javad K. Hassan


/s/ Keith D. Schneck                                   President, CEO, CFO & Director           March 20, 2000
----------------------------------------               (Principal executive, financial
Keith D. Schneck                                       and accounting officer)


/s/ R. Barry Borden                                    Director                                 March 20, 2000
-----------------------------------------
R. Barry Borden


/s/ Alvin Hoffman                                      Director                                 March 20, 2000
-----------------------------------------
Alvin Hoffman

                                                       Director                                 March 20, 2000
----------------------------------------
Lemuel A. Tarshis
</TABLE>

                                       R-7

<PAGE>

                                  EXHIBIT INDEX



Exhibit No.            Description
-----------            -----------

    4                  AM Communications, Inc. 1991 Incentive
                       Stock Option Plan, as amended to the date
                       hereof

    5                  Opinion of Archer & Greiner, P.C.
                       as to legality of securities to be registered

   23.2                Consent of KPMG LLP




                                       R-8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16826}]
{"company-data": {"conformed-name": "AM COMMUNICATIONS INC", "cik": "0000318580", "assigned-sic": "3663", "irs-number": "231922958", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32826", "film-number": "573638"}, "business-address": {"street1": "100 COMMERCE DR", "street2": "P.O. BOX 9004", "city": "QUAKERTOWN", "state": "PA", "zip": "189512237", "phone": "2155388700"}, "mail-address": {"street1": "100 COMMERCE DR", "street2": "P O BOX 9004", "city": "QUAKERTOWN", "state": "PA", "zip": "189512237"}, "former-company": {"former-conformed-name": "AM CABLE TV INDUSTRIES INC", "date-changed": "19870111"}}
As filed with the Securities and Exchange Commission on March 20, 2000
                                                   Registration No. 33-_________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ------------------
                                    FORM S-8

                             Registration Statement
                        Under the Securities Act of 1933
                               ------------------

                             AM COMMUNICATIONS, INC.
               (Exact name of issuer as specified in its charter)

            Delaware                                  22-1922958
     (State of incorporation)              (I.R.S. Employer Identification No.)

             100 Commerce Drive, Quakertown, Pennsylvania 18951-2237
              (Address and Zip Code of Principal Executive Offices)

                          ----------------------------
            AM COMMUNICATIONS, INC. 1991 INCENTIVE STOCK OPTION PLAN
                            (Full title of the plan)
                          ----------------------------

                           Keith D. Schneck, President
                             AM Communications, Inc.
                               100 Commerce Drive
                       Quakertown, Pennsylvania 18951-2237
                                 (215) 538-8700
            (Name, address and telephone number of agent for service)
                          -----------------------------

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                                                Proposed               Proposed
Title of                                                        maximum                maximum
Securities                                                      offering               aggregate            Amount of
to be                               Amount to be                price per              offering             Registration
Registered                          Registered(1)               share(2)               price                Fee
------------------------------------------------------------------------------------------------------------------------------
Common Stock,
Par value $.10                      2,000,000 shares            $2.25                  $4,500,000.00        $1,188.00
------------------------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416(a), this Registration Statement includes such
    additional shares of Common Stock as may be issuable by virtue of the
    anti-dilution provisions of the 1991 Incentive Stock Option Plan.

(2) Estimated pursuant to Rule 457 solely for the purpose of calculating the
    registration fee. The price is based upon the average of the bid and asked
    price of the Common Stock on March 16, 2000.

    Approximate date of commencement of proposed sale to public: As soon as
practicable after the Registration Statement becomes effective. These securities
are being registered pursuant to Rule 415.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.(1)

Item 2. Registrant Information and Employee Plan Annual Information.(1)

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

(1) Information required by Part I to be contained in the Section 10(a)
    prospectus is omitted from the Registration Statement in accordance with
    Rule 428 under the Securities Act of 1933, as amended, and the Note to Part
    I of Form S-8.

                                       R-2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The following documents previously filed by AM Communications, Inc. (the
"Company") with the Securities and Exchange Commission (file no. 0-9856) are
incorporated by reference in this Registration Statement and made a part hereof:

        a. Annual Report on Form 10-KSB for the fiscal year ended April 3, 1999;

        b. Quarterly Report on Form 10-QSB for the fiscal quarter ended July 3,
           1999;

        c. Quarterly Report on Form 10-QSB for the fiscal quarter ended October
           2, 1999;

        d. Quarterly Report on Form 10-QSB for the fiscal quarter ended January
           1, 2000; and

        e. The description of the Company's Common Stock contained in the
           Company's definitive proxy materials (Schedule 14A) filed with the
           Securities and Exchange Commission on February 7, 2000.

        All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the date hereof and prior to the filing of a
post-effective amendment to the Registration Statement relating to the Common
Stock offered hereby, which indicates that all such Common Stock has been sold
or which deregisters all such Common Stock then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part thereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
in this Registration Statement shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
in this document which also is or is deemed to be incorporated by reference in
this Registration Statement, modifies, supersedes, or replaces such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

                                       R-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.

        Under Section 145 of the Delaware General Corporation Law, the Company
must indemnify each of its directors and officers against his expenses (that is,
reasonable costs, disbursements and counsel fees) in connection with any
proceeding involving such person by reason of his having been an officer,
director, employee or agent of the Company, or who 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, to the
extent he is successful on the merits. Moreover, under such statutory provision
the Company has the corporate power to indemnify its officers and directors
against expenses and (in the case of proceedings other than those by or in the
right of the Company) liabilities incurred in such a proceeding, provided (i)
the officer or director has acted in good faith and in a manner reasonably
believed to be in, or not opposed to, the best interests of the Company and (ii)
with respect to any criminal proceeding, he had no reasonable cause to believe
his conduct was unlawful. In the case of a proceeding by or in the right of the
Company, however, such indemnification is not permitted if the individual is
adjudged to be liable to the Company, unless a court determines that he is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

        The determination of whether indemnification is proper under the
circumstances, unless made by a court, is determined by a majority of the
disinterested members of the Board of Directors or committee thereof, by
independent legal counsel if a quorum of the disinterested members of the Board
of Directors or committee thereof is not available or if the disinterested
members of the Board of Directors or a committee thereof so direct, or by the
stockholders.

        The Company's Bylaws require the Company to indemnify each director and
officer if Section 145 of the Delaware General Corporation Law permits the
Company to do so.

        The Company has obtained a directors' and officers' liability insurance
policy, which affords officers and directors insurance coverage for losses
arising from claims based on breaches of duty, negligence, error and other
wrongful acts.

                                       R-4
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.

Item 7. Exemption From Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        The following Exhibits are filed with this Registration Statement or, as
indicated, incorporated by reference:

             Exhibit No.                          Description
             -----------                          -----------

                 4                       AM Communications, Inc. 1991 Incentive
                                         Stock Option Plan, as amended to the
                                         date hereof

                 5                       Opinion of Archer & Greiner, P.C. as to
                                         legality of securities to be registered

                23.1                     Consent of Archer & Greiner, P.C.,
                                         included in their opinion as Exhibit 5

                23.2                     Consent of KPMG LLP

                24                       Power of Attorney (contained on
                                         signature page)

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;

                                       R-5
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration
Statement;

                (iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement.

Provided, however, that paragraphs (a)(l)(i) and (a)(l)(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 by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.

            (2) 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.

            (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) 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, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 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 of whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                           [INTENTIONALLY LEFT BLANK]

                                       R-6
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
undersigned 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 Quakertown, and the Commonwealth of
Pennsylvania, on this 20th day of March, 2000.

                                   AM COMMUNICATIONS, INC.

                              By:  /s/ Keith D. Schneck
                                   --------------------------------------------
                                   Keith D. Schneck, President, Chief Executive
                                   Officer & Chief Financial Officer

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

         Each person whose signature to this Registration Statement appears
below hereby appoints Keith D. Schneck as his attorney-in-fact to sign in his
behalf individually and in the capacity stated below and to file all amendments
and post-effective amendments to this Registration Statement, and any and all
instruments or documents filed as part of or in connection with this
Registration Statement or the amendments thereto, and such attorney-in-fact may
make such changes and additions to this Registration Statement as he may deem
necessary or appropriate.
Signature                                              Title                                       Date
---------                                              -----                                       ----
/s/ Javad K. Hassan                                    Chairman of the Board                    March 20, 2000
-----------------------------------------              & Director
Javad K. Hassan

/s/ Keith D. Schneck                                   President, CEO, CFO & Director           March 20, 2000
----------------------------------------               (Principal executive, financial
Keith D. Schneck                                       and accounting officer)

/s/ R. Barry Borden                                    Director                                 March 20, 2000
-----------------------------------------
R. Barry Borden

/s/ Alvin Hoffman                                      Director                                 March 20, 2000
-----------------------------------------
Alvin Hoffman

                                                       Director                                 March 20, 2000
----------------------------------------
Lemuel A. Tarshis
R-7
EXHIBIT INDEX

Exhibit No.            Description
-----------            -----------

    4                  AM Communications, Inc. 1991 Incentive
                       Stock Option Plan, as amended to the date
                       hereof

    5                  Opinion of Archer & Greiner, P.C.
                       as to legality of securities to be registered

   23.2                Consent of KPMG LLP

                                       R-8