<PAGE>
                                       
         As filed with the Securities and Exchange Commission on May 9, 1996
                                                    Registration No. ___________

                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549

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

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


                         PERSONAL COMPUTER PRODUCTS, INC.
                 (Exact name of issuer as specified in its charter)

             DELAWARE                                      33-0021693
     (State or other jurisdiction                        (IRS Employer
   of incorporation or organization)                   Identification No.)
                                       

               11031 VIA FRONTERA SUITE 100, SAN DIEGO, CALIFORNIA 92127 
                  (Address of principal executive offices) (Zip Code)

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

                                CONSULTANTS PLAN
                            (Full title of the plan)

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

                               EDWARD W. SAVARESE
                      C/O PERSONAL COMPUTER PRODUCTS, INC.
             11031 VIA FRONTERA SUITE 100, SAN DIEGO, CALIFORNIA 92127 
                   (Name and address of agent for service)
                                 (619) 485-8411
            (Telephone number, including area code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                                            Proposed
           Title of                                          Maximum             Proposed
          Securities                  Amount                Offering              Maximum                  Amount of
            to be                      to be                Price per            Aggregate               Registration
          Registered                Registered                share            Offering Price                 Fee
         -----------               -----------             -----------         --------------            ------------
<S>                                <C>                     <C>                 <C>                       <C>
Common Stock, $0.005 par value;     2,900,000(1)            $0.43863           $1,272,027(2)                $438.63
Written Compensation 
Agreements with Consultants

</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the Personal Computer Products,
     Inc. warrants related to the written Consulting Agreements by reason of
     any stock dividend, stock split, recapitalization or other similar 
     transaction effected without the receipt of consideration which results 
     in an increase in the number of the Registrant's outstanding shares 
     of Common Stock.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933 as follows: 2,900,000 shares at $0.43863 per share.


<PAGE>

PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. PLAN INFORMATION
          
          See Exhibit 99.1
     
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
          
          See Exhibit 99.1


PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Personal Computer Products, Inc. (the "Registrant") hereby files this 
Registration Statement with the Securities and Exchange Commission (the 
"Commission") on Form S-8 to register 2,900,000 shares of the Registrant's 
Common Stock for issuance pursuant to warrants related to the Registrant's 
written Consulting Agreements with its Consultants.

Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The Registrant hereby incorporates by reference into this
Registration Statement the following documents previously filed with the 
Commission:

          (a) The Registrant's Annual Report on Form 10-KSB, for the fiscal
          year ended June 30, 1995.

          (b) All other reports filed by the Registrant pursuant to Sections
          13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
          Act") since the end of the fiscal year covered by the Annual Report
          on Form 10-KSB.

          (c) The Registrant's Form 8-A filed on July 6, 1984 pursuant to
          Section 12 of the Exchange Act, in which there is described the
          terms, rights and provisions applicable to the Registrant's 
          outstanding Common Stock.

          All reports and definitive proxy or information statements filed 
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the 
date of this Registration Statement and prior to the filing of a 
post-effective amendment which indicates that all securities offered hereby 
have been sold or which deregisters all securities then remaining unsold 
shall be deemed to be incorporated by reference into this Registration 
Statement and to be a part hereof from the date of filing of such documents.

Item 4. DESCRIPTION OF SECURITIES 

          Not applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not applicable.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     (a) Section 145 of the Delaware General Corporation Law permits 
indemnification of officers and directors of the Registrant under certain 
conditions and subject to certain limitations. Section 145 of the Delaware 
General Corporation Law also provides that a 

                                       2

<PAGE>

corporation has the power to purchase and maintain insurance on behalf of its 
officers and directors against any liability asserted against such person and 
incurred by him or her in 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 liability under the provisions of Section 145 of the 
Delaware General Corporation Law.

     (b) Article X of the Bylaws of the Registrant provides that the 
Registrant shall indemnify its officers, directors and employees. The rights 
to indemnity thereunder continue as to a person who has ceased to be a 
director, officer, employee or agent and shall inure to the benefit of the 
heirs, executors, and administrators of such person. In addition, expenses 
incurred by a director or officer in defending any action, suit or proceeding 
by reason of the fact that he or she is or was a director or officer of the 
Registrant shall be paid by the Registrant  unless such officer, director or 
employee is adjudged liable for negligence or misconduct in the performance 
of his or her duties.

     (c) Article Fourth of the Registrant's Certificate of Incorporation 
provides that the Registrant shall indemnify all persons whom it may 
indemnify pursuant to Section 145 of the Delaware General Corporation Law to 
the full extent permitted by such Section 145.
 
Item 7. EXEMPTION FROM REGISTRATION CLAIMED

          Not Applicable.

Item 8. EXHIBITS
 
    EXHIBIT NUMBER      EXHIBIT
    --------------      -------
        5.           Opinion of Steven L. Siskind
       23.1          Consent of Independent Accountants - Boros & Farrington APC
       23.2          Consent of Steven L. Siskind is contained in Exhibit 5
       99.1          Summary and Prospectus
       99.2          Form of Stock Warrant Certificate
       99.3          Consulting Agreement

Item 9. UNDERTAKINGS

          A. The undersigned Registrant hereby undertakes: (1) to file, 
during any period in which it offers or sells securities, 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 which individually, or together, 
represent a fundamental change in the information in the Registration 
Statement, and (iii) to include any additional or changed material 
information on the plan of distribution; provided, that as to paragraphs 
(1)(i) and (1)(ii) the information required in a post-effective amendment may 
be incorporated by reference from periodic reports filed by the Registrant 
under the Securities Exchange Act; (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 of the 
securities offered, and the offering of such securities at that time shall be 
deemed to be the initial bona fide offering thereof; and (3) to file a 
post-effective amendment to remove from registration any of the securities 
being registered which remain unsold at the end of the offering.

                                       3

<PAGE>


          B. The undersigned Registrant hereby undertakes that, for purposes 
of determining any liability under the Securities Act of 1933, each filing of 
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the 
Securities Exchange Act of 1934 (and where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

          C. Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 (the "Act") 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 Act and is, therefore, unenforceable. In 
the event that a claim for indemnification against such liabilities (other 
than the payment by the Registrant of expenses incurred or paid by a 
director, officer or controlling person of the Registrant in the successful 
defense of any action, suit or proceeding) is asserted by such director, 
officer or controlling person in connection with the securities being 
registered, the Registrant will, unless in the opinion of its counsel the 
matter has been settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question whether such indemnification by it is 
against public policy as expressed in the Act and will be governed by the 
final adjudication of such issue.
                                       
         THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.


                                       4

<PAGE>

                                       
                                   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 San Diego, State of California, on 
this 9th day of May 1996.
     
                               PERSONAL COMPUTER PRODUCTS, INC.
 
                               ---------------------------------
                               Edward W. Savarese
                               Vice Chairman, President and
                               Chief Executive Officer



                               ---------------------------------
                               Ralph R. Barry
                               Chief Financial Officer, 
                               Secretary and Treasurer
                                     
                                     
     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in the 
capacities and on the dates indicated.
     


     SIGNATURE                         TITLE                           DATE
     ---------                         -----                           ----


______________________         Vice Chairman, President,            May 9, 1996
(Edward W. Savarese)            Chief Executive Officer and
                                Director (Principal Executive
                                Officer)


______________________         Chief Financial Officer,             May 9, 1996
(Ralph R. Barry)                Secretary and Treasurer,
                                (Principal Financial Officer)


______________________         Executive Vice President             May 9, 1996
(Brian Bonar)                   and Director


______________________         Chairman and Director                May 9, 1996
(Harry J. Saal)


______________________          Director                            May 9, 1996
(Irwin Roth)


                                       5

<PAGE>

                                       

                        SECURITIES AND EXCHANGE COMMISSION 
                              WASHINGTON, D.C. 20549



                                     EXHIBITS
                                        TO
                                     FORM S-8
                                      UNDER
                               SECURITIES ACT OF 1933


                          PERSONAL COMPUTER PRODUCTS, INC.

                                       6

<PAGE>


EXHIBIT INDEX

Exhibit Number           Exhibit
- --------------           -------
    5.               Opinion of Steven L. Siskind
   23.1              Consent of Independent Accountants - Boros & Farrington APC
   23.2              Consent of Steven L. Siskind is contained in Exhibit 5
   99.1              Summary and Prospectus
   99.2              Form of Stock Warrant Certificate
   99.3              Consulting Agreement


                                       7
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 14375}]
{"company-data": {"conformed-name": "PERSONAL COMPUTER PRODUCTS INC", "cik": "0000725394", "assigned-sic": "3577", "irs-number": "330021693", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03375", "film-number": "96558441"}, "business-address": {"street1": "11031 VIA FRONTERA, SUITE#100", "city": "SAN DIEGO", "state": "CA", "zip": "92127", "phone": "6194858411"}, "mail-address": {"street1": "10865 RANCHO BERNARDO RD", "city": "SAN DIEGO", "state": "CA", "zip": "92127"}}
As filed with the Securities and Exchange Commission on May 9, 1996
                                                    Registration No. ___________

                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549

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

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

                         PERSONAL COMPUTER PRODUCTS, INC.
                 (Exact name of issuer as specified in its charter)

             DELAWARE                                      33-0021693
     (State or other jurisdiction                        (IRS Employer
   of incorporation or organization)                   Identification No.)
                                       

               11031 VIA FRONTERA SUITE 100, SAN DIEGO, CALIFORNIA 92127 
                  (Address of principal executive offices) (Zip Code)

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

                                CONSULTANTS PLAN
                            (Full title of the plan)

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

                               EDWARD W. SAVARESE
                      C/O PERSONAL COMPUTER PRODUCTS, INC.
             11031 VIA FRONTERA SUITE 100, SAN DIEGO, CALIFORNIA 92127 
                   (Name and address of agent for service)
                                 (619) 485-8411
            (Telephone number, including area code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
Proposed
           Title of                                          Maximum             Proposed
          Securities                  Amount                Offering              Maximum                  Amount of
            to be                      to be                Price per            Aggregate               Registration
          Registered                Registered                share            Offering Price                 Fee
         -----------               -----------             -----------         --------------            ------------
Common Stock, $0.005 par value;     2,900,000(1)            $0.43863           $1,272,027(2)                $438.63
Written Compensation 
Agreements with Consultants
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the Personal Computer Products,
     Inc. warrants related to the written Consulting Agreements by reason of
     any stock dividend, stock split, recapitalization or other similar 
     transaction effected without the receipt of consideration which results 
     in an increase in the number of the Registrant's outstanding shares 
     of Common Stock.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933 as follows: 2,900,000 shares at $0.43863 per share.
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. PLAN INFORMATION
          
          See Exhibit 99.1
     
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
          
          See Exhibit 99.1

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Personal Computer Products, Inc. (the "Registrant") hereby files this 
Registration Statement with the Securities and Exchange Commission (the 
"Commission") on Form S-8 to register 2,900,000 shares of the Registrant's 
Common Stock for issuance pursuant to warrants related to the Registrant's 
written Consulting Agreements with its Consultants.

Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The Registrant hereby incorporates by reference into this
Registration Statement the following documents previously filed with the 
Commission:

          (a) The Registrant's Annual Report on Form 10-KSB, for the fiscal
          year ended June 30, 1995.

          (b) All other reports filed by the Registrant pursuant to Sections
          13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
          Act") since the end of the fiscal year covered by the Annual Report
          on Form 10-KSB.

          (c) The Registrant's Form 8-A filed on July 6, 1984 pursuant to
          Section 12 of the Exchange Act, in which there is described the
          terms, rights and provisions applicable to the Registrant's 
          outstanding Common Stock.

          All reports and definitive proxy or information statements filed 
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the 
date of this Registration Statement and prior to the filing of a 
post-effective amendment which indicates that all securities offered hereby 
have been sold or which deregisters all securities then remaining unsold 
shall be deemed to be incorporated by reference into this Registration 
Statement and to be a part hereof from the date of filing of such documents.

Item 4. DESCRIPTION OF SECURITIES 

          Not applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not applicable.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     (a) Section 145 of the Delaware General Corporation Law permits 
indemnification of officers and directors of the Registrant under certain 
conditions and subject to certain limitations. Section 145 of the Delaware 
General Corporation Law also provides that a 

                                       2
corporation has the power to purchase and maintain insurance on behalf of its 
officers and directors against any liability asserted against such person and 
incurred by him or her in 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 liability under the provisions of Section 145 of the 
Delaware General Corporation Law.

     (b) Article X of the Bylaws of the Registrant provides that the 
Registrant shall indemnify its officers, directors and employees. The rights 
to indemnity thereunder continue as to a person who has ceased to be a 
director, officer, employee or agent and shall inure to the benefit of the 
heirs, executors, and administrators of such person. In addition, expenses 
incurred by a director or officer in defending any action, suit or proceeding 
by reason of the fact that he or she is or was a director or officer of the 
Registrant shall be paid by the Registrant  unless such officer, director or 
employee is adjudged liable for negligence or misconduct in the performance 
of his or her duties.

     (c) Article Fourth of the Registrant's Certificate of Incorporation 
provides that the Registrant shall indemnify all persons whom it may 
indemnify pursuant to Section 145 of the Delaware General Corporation Law to 
the full extent permitted by such Section 145.
 
Item 7. EXEMPTION FROM REGISTRATION CLAIMED

          Not Applicable.

Item 8. EXHIBITS
 
    EXHIBIT NUMBER      EXHIBIT
    --------------      -------
        5.           Opinion of Steven L. Siskind
       23.1          Consent of Independent Accountants - Boros & Farrington APC
       23.2          Consent of Steven L. Siskind is contained in Exhibit 5
       99.1          Summary and Prospectus
       99.2          Form of Stock Warrant Certificate
       99.3          Consulting Agreement

Item 9. UNDERTAKINGS

          A. The undersigned Registrant hereby undertakes: (1) to file, 
during any period in which it offers or sells securities, 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 which individually, or together, 
represent a fundamental change in the information in the Registration 
Statement, and (iii) to include any additional or changed material 
information on the plan of distribution; provided, that as to paragraphs 
(1)(i) and (1)(ii) the information required in a post-effective amendment may 
be incorporated by reference from periodic reports filed by the Registrant 
under the Securities Exchange Act; (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 of the 
securities offered, and the offering of such securities at that time shall be 
deemed to be the initial bona fide offering thereof; and (3) to file a 
post-effective amendment to remove from registration any of the securities 
being registered which remain unsold at the end of the offering.

                                       3
B. The undersigned Registrant hereby undertakes that, for purposes 
of determining any liability under the Securities Act of 1933, each filing of 
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the 
Securities Exchange Act of 1934 (and where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

          C. Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 (the "Act") 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 Act and is, therefore, unenforceable. In 
the event that a claim for indemnification against such liabilities (other 
than the payment by the Registrant of expenses incurred or paid by a 
director, officer or controlling person of the Registrant in the successful 
defense of any action, suit or proceeding) is asserted by such director, 
officer or controlling person in connection with the securities being 
registered, the Registrant will, unless in the opinion of its counsel the 
matter has been settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question whether such indemnification by it is 
against public policy as expressed in the Act and will be governed by the 
final adjudication of such issue.
                                       
         THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.

                                       4
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 San Diego, State of California, on 
this 9th day of May 1996.
     
                               PERSONAL COMPUTER PRODUCTS, INC.
 
                               ---------------------------------
                               Edward W. Savarese
                               Vice Chairman, President and
                               Chief Executive Officer

                               ---------------------------------
                               Ralph R. Barry
                               Chief Financial Officer, 
                               Secretary and Treasurer
                                     
                                     
     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in the 
capacities and on the dates indicated.
     

     SIGNATURE                         TITLE                           DATE
     ---------                         -----                           ----

______________________         Vice Chairman, President,            May 9, 1996
(Edward W. Savarese)            Chief Executive Officer and
                                Director (Principal Executive
                                Officer)

______________________         Chief Financial Officer,             May 9, 1996
(Ralph R. Barry)                Secretary and Treasurer,
                                (Principal Financial Officer)

______________________         Executive Vice President             May 9, 1996
(Brian Bonar)                   and Director

______________________         Chairman and Director                May 9, 1996
(Harry J. Saal)

______________________          Director                            May 9, 1996
(Irwin Roth)

                                       5
SECURITIES AND EXCHANGE COMMISSION 
                              WASHINGTON, D.C. 20549

                                     EXHIBITS
                                        TO
                                     FORM S-8
                                      UNDER
                               SECURITIES ACT OF 1933

                          PERSONAL COMPUTER PRODUCTS, INC.

                                       6
EXHIBIT INDEX

Exhibit Number           Exhibit
- --------------           -------
    5.               Opinion of Steven L. Siskind
   23.1              Consent of Independent Accountants - Boros & Farrington APC
   23.2              Consent of Steven L. Siskind is contained in Exhibit 5
   99.1              Summary and Prospectus
   99.2              Form of Stock Warrant Certificate
   99.3              Consulting Agreement

                                       7