<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                       FORM S-8

                            REGISTRATION STATEMENT UNDER
                              THE SECURITIES ACT OF 1933

                               NEW WEST EYEWORKS, INC.
                (Exact name of registrant as specified in its charter)

                          DELAWARE                34-1589514
            (State of incorporation) (I.R.S. Employer Identification No.)

                   2104 WEST SOUTHERN AVENUE, TEMPE, ARIZONA  85282
                  (Address of Principal Executive Offices) (Zip Code)

            AMENDED AND RESTATED NEW WEST EYEWORKS, INC. STOCK OPTION PLAN
                               (Full Title of the Plan)

    Barry Feld, President                   Copy to:
      and Chief Executive Officer                Byron S. Krantz, Esq.
    New West Eyeworks, Inc.                 Kohrman Jackson & Krantz P.L.L.
    2104 West Southern Avenue               One Cleveland Center, 20th Floor
    Tempe, Arizona  85282                   Cleveland, Ohio  44114
    (602) 438-1330                          (216) 696-8700
    (Name, address, telephone number,
     including area code of agent for service)


                           Calculation of Registration Fee
- --------------------------------------------------------------------------------

Title of         Amount to be   Proposed maximum    Proposed maximum    Amount
securities        registered     offering price       aggregate           of
to be                             per share*         offering       registration
registered                                            price*             fee*
- --------------------------------------------------------------------------------

Common Stock,
$0.01 par       200,000 Shares     $5.625            $1,125,000        $387.93
value
- --------------------------------------------------------------------------------

*   Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(h) on the basis of the average of the high and low
    market price of the Common Stock on July 22, 1996.


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




<PAGE>

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


                               NEW WEST EYEWORKS, INC.

                            400,000 SHARES OF COMMON STOCK



                               NEW WEST EYEWORKS, INC.
                        AMENDED AND RESTATED STOCK OPTION PLAN


    This Prospectus covers the shares of common stock, $0.01 par value per
share (the "Common Stock"), of New West Eyeworks, Inc., a Delaware corporation
(the "Company"), that are issuable  upon the exercise of stock options granted
or to be granted under the Amended and Restated New West Eyeworks, Inc. Stock
Option Plan (the "Plan") pursuant to stock option agreements entered into by the
Company and certain eligible individuals (the "Option Agreements").

    No person has been authorized to give any information or to make any
representations, other than as contained in this Prospectus and, if given or
made, such information or representations must not be relied upon as having been
authorized by the Company.

    Neither the delivery of this Prospectus nor any offer, solicitation or sale
made hereunder shall, under any circumstances, create an implication that the
information herein is correct as of any time subsequent to the date hereof or
that there has been no change in the affairs of the Company since such date.
Statements contained in this Prospectus as to the provisions of the Plan and the
Option Agreements are not necessarily complete, and in each instance reference
is made to the individual Option Agreements and to a copy of the Plan appended
to the Registration Statement on Form S-8, which the Company filed with the
Securities and Exchange Commission on July 26, 1996.  Each such statement in
this Prospectus is qualified in all respects by such reference.  This Prospectus
does not constitute an offer or solicitation to buy any of the securities
offered hereby in any jurisdiction to any person to whom it is unlawful to make
such offer or solicitation is unlawful.




                    The date of this Prospectus is July 26, 1996.

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

<PAGE>


                                IMPORTANT INFORMATION

THIS PROSPECTUS MAY NOT BE USED FOR REOFFERS OR RESALE OF COMMON STOCK ACQUIRED
HEREUNDER.  PURCHASERS OF SHARES OF COMMON STOCK PURSUANT TO THE PLAN, OTHER
THAN "AFFILIATES" OF THE COMPANY, MAY RESELL THE SHARES IN SUCH MARKET AT SUCH
PRICES AS MAY PREVAIL THEREON AT THE TIME OF SUCH SALES.  "AFFILIATES" OF THE
COMPANY MAY RESELL SUCH SHARES ONLY (1) BY COMPLYING WITH RULE 144 PROMULGATED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (2) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
COVERING SUCH RESALE, OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, COVERING SUCH RESALE.

ANY OFFICER, DIRECTOR OR BENEFICIAL OWNER OF MORE THAN 10% OF THE COMMON STOCK
OF THE COMPANY HOLDING AN OPTION GRANTED UNDER THE PLAN SHOULD CONSIDER THE
APPLICABILITY OF SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
IN CONNECTION WITH THE EXERCISE OF ANY SUCH OPTION AND THE DISPOSITION OF ANY
COMMON STOCK OF THE COMPANY SO ACQUIRED.

IT IS ADVISABLE FOR ANY PERSON HOLDING AN OPTION UNDER THE PLAN TO CONSULT WITH
LEGAL COUNSEL CONCERNING THE SECURITIES AND TAX LAW IMPLICATIONS OF ACQUIRING OR
DISPOSING OF COMMON STOCK OF THE COMPANY.





                        [This space intentionally left blank.]


                                          i
<PAGE>


                                  TABLE OF CONTENTS



GENERAL PLAN INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . .1

SECURITIES SUBJECT TO THE PLAN . . . . . . . . . . . . . . . . . . . . . . .1

ELIGIBILITY TO PARTICIPATE . . . . . . . . . . . . . . . . . . . . . . . . .2

TERMS OF THE OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
    Exercise Price and Payment . . . . . . . . . . . . . . . . . . . . . . .3
    Vesting and Termination. . . . . . . . . . . . . . . . . . . . . . . . .3
    Adjustments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

NON-TRANSFERABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

AMENDMENT AND TERMINATION OF THE PLAN. . . . . . . . . . . . . . . . . . . .5

FEDERAL INCOME TAX CONSIDERATIONS. . . . . . . . . . . . . . . . . . . . . .5
    Nonqualified Stock Options . . . . . . . . . . . . . . . . . . . . . . .5
    Incentive Stock Options. . . . . . . . . . . . . . . . . . . . . . . . .6

ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . .6

DISCLAIMER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7


                                          ii

<PAGE>

                               GENERAL PLAN INFORMATION

    This Prospectus covers the shares of common stock, $0.01 par value per
share (the "Common Stock"), of New West Eyeworks, Inc., a Delaware corporation
(the "Company"), that are issuable upon the exercise of stock options
("Options") granted or to be granted under the Amended and Restated New West
Eyeworks, Inc. Stock Option Plan (the "Plan") pursuant to stock option
agreements entered into by the Company and certain eligible individuals (the
"Option Agreements").  Capitalized terms not otherwise defined herein are
defined under the Plan.

    The purpose of the Plan is to advance the interests of the Company by
providing additional incentive enabling the Company to attract and retain
qualified and competent persons who are key to the Company, including key
employees, officers and directors, and upon whose efforts and judgment the
success of the Company is largely dependent.  The Plan also provides such
employees, officers and directors of the Company with a direct financial
incentive to enhance stockholder values, thereby aligning the interests of the
employees, officers and directors with the long-term interests of the Company's
stockholders.

    The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended.

    The Plan is administered by the Compensation Committee (the "Committee")
appointed by the Board of Directors of the Company.  The Committee presently
consists of four directors.  The Board may remove Committee members at any time
and fill any vacancy occurring in the membership of the Committee by
appointment.  Subject to the express provisions of the Plan, the Committee has
sole discretion and authority to choose eligible individuals to receive Options,
the time or times at which Options may be granted, and the number of shares of
Common Stock to be subject to each Option.  Subject to the express provisions of
the Plan, the Committee also has complete authority to interpret the Plan, to
prescribe, amend, and rescind rules and regulations relating to it, to determine
the details and provisions of each Option Agreement, and to make all other
determinations necessary or advisable in the administration of the Plan.  Any
and all decisions or determinations of the Committee are made either by a
majority vote of the members of the Committee at a meeting at which a quorum is
present or without a meeting by the unanimous written consent of the members of
the Committee.

    The Committee may from time to time amend the Plan subject to the approval
of the stockholders of the Company if the Committee desires to effect certain
material changes.  See "Amendment and Termination of the Plan."


                            SECURITIES SUBJECT TO THE PLAN

    The maximum number of shares of Common Stock with respect to which Options
may be granted under the Plan is 400,000 shares, and as of the date of this
Prospectus, the Company has outstanding Options to purchase an aggregate of
167,500 shares of Common Stock pursuant to the Plan.  The shares of Common Stock
covered by the Plan may be authorized and unissued or shares held in treasury or
a combination of both.

<PAGE>

                              ELIGIBILITY TO PARTICIPATE

    The Committee may grant Options under the Plan to officers, including
officers who are also directors of the Company, other key employees or
consultants of the Company.  In addition, each Non-Employee Director elected by
the holders of the Company's Common Stock after the Effective Date shall
receive, on the date of his or her initial election as a director, options
pursuant to the formula set forth in the Plan.  In granting Options to
employees, the Committee takes into consideration the contribution the person
has made to the success of the Company and such other factors as the Committee
determines.  The Committee also has the authority to consult with and receive
recommendations from officers and other personnel of the Company with regard to
these matters.  The Committee may from time to time in granting Options to
employees of the Company under the Plan prescribe such other terms and
conditions concerning such Options as it deems appropriate, including without
limitation, relating an Option to the continued employment of the Optionee for a
specified period of time, provided that such terms and conditions are not more
favorable to an Optionee than those expressly permitted in the Plan.


                                 TERMS OF THE OPTIONS

    The Plan provides for the granting of "incentive stock options" ("Incentive
Stock Options") within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code") and "nonqualified stock options," which are not
intended to qualify under any provision of the Code.  Each Option will be
evidenced by a written Option Agreement that may contain any term deemed
necessary or desirable by the Committee, provided such terms are not
inconsistent with the Plan or applicable law.  The Option Agreements will
specify when each Option becomes exercisable.  Unless otherwise provided in the
Option Agreement, each Option will become immediately fully exercisable:

         (1)  if there occurs any transaction (which shall include a series of
    transactions occurring within 60 days or occurring pursuant to a plan),
    that has the result that stockholders of the Company immediately before
    such transaction cease to own at least 51% of the voting stock of the
    Company or of any entity that results from the participation of the Company
    in a reorganization, consolidation, merger, liquidation or any other form
    of corporate transaction;

         (2)  if the stockholders of the Company approve a plan of merger,
    consolidation, reorganization, liquidation or dissolution in which the
    Company does not survive (unless the approved merger, consolidation,
    reorganization, liquidation or dissolution is subsequently abandoned); or

         (3)  if the stockholders of the Company approve a plan for the sale,
    lease, exchange, transfer, assignment or other disposition of all or
    substantially all the property and assets of the Company (unless such plan
    is subsequently abandoned).


                                          2
<PAGE>

EXERCISE PRICE AND PAYMENT

    The option price per share of Common Stock of any Option will be any price
determined by the Committee but cannot be less than the par value per share;
provided, however, that, in no event can the option price per share of any
Incentive Stock Option or Option granted to a Non-Employee Director be less than
the Fair Market Value of the Shares underlying such Option on the date such
Option is granted.

    An Option will be deemed exercised when (1) the Company has received
written notice of such exercise in accordance with the terms of the Option, (2)
full payment of the aggregate option price of the shares as to which the Option
is exercised has been made, and (3) arrangements that are satisfactory to the
Committee in its sole discretion have been made for the Optionee's payment to
the Company of an amount that is sufficient to satisfy all applicable Federal or
state tax withholding requirements relating to exercise of the Option.

    Unless further limited by the Committee in any Option, the option price of
any Shares purchased will be paid in cash, by certified or official bank check,
by money order, with Shares or by a combination of the above; provided further,
however, that the Committee in its sole discretion may accept a personal check
in full or partial payment of any Shares.  If the exercise price is paid in
whole or in part with Shares, the value of the Shares surrendered will be their
Fair Market Value on the date the Option is exercised.  The Company in its sole
discretion may, on an individual basis or pursuant to a general program
established in connection with the Plan, lend money to an Optionee, guarantee a
loan to an Optionee, or otherwise assist an Optionee to obtain the cash
necessary to exercise all or a portion of an Option granted under the Plan or to
pay any tax liability of the Optionee attributable to such exercise.  If the
exercise price is paid in whole or in part with Optionee's promissory note, such
note will (1) provide for full recourse to the maker, (2) be collateralized by
the pledge of the Shares that the Optionee purchases upon exercise of such
Option, (3) bear interest at the base lending rate of the Company's principal
lender, and (4) contain such other terms as the Committee in its sole discretion
reasonably requires.  No Optionee will be deemed to be a holder of any Shares
subject to an Option unless and until a stock certificate or certificates for
such Shares are issued to such person(s) under the terms of the Plan.  No
adjustment will be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date such stock certificate is issued, except as
expressly provided in the Plan.  See "Adjustments."

VESTING AND TERMINATION

    The Plan authorizes the Committee to establish vesting provisions with
respect to each Option grant.  The expiration date of an Option will be
determined by the Committee at the time of grant, but in no event will an Option
be exercisable after the expiration of 10 years from the date of grant of the
Option.

    The unexercised portion of any Option, other than an Option granted to a
Non-Employee Director, will automatically and without notice terminate and
become null and void at the time of the earliest to occur of the following:


                                          3
<PAGE>


         (1)  three months after the date on which the Optionee's employment is
    terminated for any reason other than by reason of (A) Cause, which, solely
    for purposes of the Plan, means the termination of the Optionee's
    employment by reason of the Optionee's willful misconduct or negligence,
    (B) a mental or physical disability as determined by a medical doctor
    satisfactory to the Committee, or (C) death;

         (2)  immediately upon the termination of the Optionee's employment for
    Cause;

         (3)  one year after the date on which the Optionee's employment is
    terminated by reason of a mental or physical disability (within the meaning
    of Code Section 22(e)) as determined by a medical doctor satisfactory to
    the Committee; or

         (4)  (A) one year after the date of termination of the Optionee's
    employment by reason of death of the employee, or (B) three months after
    the date on which the Optionee shall die if Optionee dies during the one
    year period specified in section (3) above.

    The Committee in its sole discretion may by giving written notice cancel,
effective upon the date of the consummation of (1) any merger, consolidation,
reorganization, liquidation or dissolution in which the Company does not
survive, or (2) the sale, lease, exchange, transfer, assignment or other
disposition of all or substantially all of the property and assets of the
Company, any Option that remains unexercised on such date.  This cancellation
notice will be given a reasonable period of time prior to the proposed date of
such cancellation and may be given either before or after approval of such
corporate transaction.

    The unexercised portion of any Option granted to a Non-Employee Director
will become null and void three months after the date on which such Non-Employee
Director ceases to be a Director for any reason.

ADJUSTMENTS

    The Plan includes provisions authorizing the Committee to adjust the number
of shares of Common Stock covered by the Plan and outstanding Options, and the
purchase price per share of Common Stock payable upon the exercise of an
outstanding Option, in the event of (1) a merger, consolidation, reorganization,
liquidation or dissolution in which the Company does not survive, or (2) the
sale, lease exchange, transfer, assignment or other disposition of all or
substantially all the property and assets of the Company.


                                 NON-TRANSFERABILITY

    Options granted under the Plan may not be transferred except to a grantor
trust, by will or the laws of descent and distribution, and may not be exercised
during an Optionee's lifetime except by the Optionee.


                                          4
<PAGE>


                        AMENDMENT AND TERMINATION OF THE PLAN

    The Plan terminates on May 16, 2006, ten years from the date on which the
stockholders of the Company approved the Plan.  Either the Board or the
Committee may from time to time amend the Plan or any Option; provided, however,
that, except to the extent provided in the Plan for adjustments, no such
amendment may, without approval by the stockholders of the Company, (1)
materially increase the benefits accruing to participants under the Plan, (2)
materially increase the number of securities which may be issued under the Plan,
or (3) materially modify the requirements as to eligibility for participation in
the Plan.  Additionally, except to the extent provided in the Plan, no amendment
or suspension of the Plan or any Option issued thereunder shall substantially
impair any Option previously granted to any Optionee without the consent of such
Optionee.

    The provisions of the Plan that govern the grant of Options to Non-Employee
Directors cannot be amended more than once every six months (even with
stockholder approval), other than to conform to changes required by law.


                          FEDERAL INCOME TAX CONSIDERATIONS

    The following is a brief summary of certain of the federal income tax
consequences of certain transactions under the Plan based on federal income tax
laws in effect as of the date of this Prospectus.  The following is not intended
to be complete and does not describe any state or local tax consequences.

NONQUALIFIED STOCK OPTIONS

    GENERALLY.  An Optionee generally will not recognize income upon the grant
of a nonqualified stock option. If an Optionee receives unrestricted shares of
Common Stock upon the exercise of a nonqualified stock option, he will normally
recognize ordinary income at the time of exercise equal to the excess of the
fair market value, at the time of exercise, of the optioned Common Stock
received over the exercise price.  When the Optionee disposes of the shares,
capital gain will be recognized, either long or short term depending on the
holding period beginning on the date the shares are acquired.

    SPECIAL RULES APPLICABLE TO OPTIONEES SUBJECT TO SECTION 16(b) OF THE
EXCHANGE ACT.  The tax consequences to Optionees who are Company insiders
subject to Section 16(b) of the Securities and Exchange Act of 1934, as amended
(the "Exchange Act"), may differ from the tax consequences described above.  In
the case of such an Optionee, ordinary income will generally be recognized upon
exercise only if six months have elapsed since the date of the grant.

    TAX CONSEQUENCES TO THE COMPANY.  To the extent that an Optionee recognizes
ordinary income, the Company or subsidiary for which the Optionee performs
services will generally be entitled to a corresponding deduction.  The deduction
is allowed in the tax year in which the Optionee is required to include the
amount in income.

                                          5
<PAGE>



INCENTIVE STOCK OPTIONS

    GENERALLY.  An Optionee will not recognize income upon the grant of an
Incentive Stock Option. In addition, an Optionee will not recognize income upon
the exercise of an Incentive Stock Option if he or she satisfies certain
employment and holding period requirements.  To satisfy the employment
requirement, an Optionee generally must exercise the Option not later than three
months after he ceases to be an employee of the Company or its parent or
subsidiary (one year if he ceases to be an employee due to disability).  To
satisfy the holding period requirement, an Optionee must hold the optioned
Common Stock for more than two years from the grant of the Option and more than
one year after the Common Stock is transferred to him.  If these requirements
are satisfied, upon the sale of the Common Stock, the Optionee will be taxed at
long-term capital gains rates on any gain, measured by the difference between
his or her basis in the Common Stock and the net proceeds of the sale.

    DISQUALIFYING DISPOSITION.  If shares of Common Stock acquired upon the
timely exercise of an Incentive Stock Option are sold, exchanged or otherwise
disposed of without satisfying the holding period requirement (a "Disqualifying
Disposition"), the Optionee will usually recognize ordinary income at the time
of disposition equal to the amount of the excess of the fair market value of the
optioned Common Stock on the date of the exercise of the Incentive Stock Option
over the exercise price.

    ALTERNATIVE MINIMUM TAX.  An Optionee generally must include in alternative
minimum taxable income the amount by which the amount paid for the Option is
exceeded by the Option's fair market value at the time the rights to the stock
are freely transferable or not subject to a substantial risk of forfeiture.

    TAX CONSEQUENCES TO THE COMPANY.  The granting of an Incentive Stock
Option, or the exercise thereof, will generally not result in a deduction for
the Company.  However, to the extent that an Optionee recognizes ordinary income
as the result of a Disqualifying Disposition, the Company will generally be
entitled to a corresponding deduction.


                                ADDITIONAL INFORMATION

    This Prospectus omits certain information contained in the Registration
Statement on Form S-8 filed by the Company with the Securities and Exchange
Commission with respect to the shares of Common Stock offered hereby (the
"Registration Statement").  Such information is contained in the following
documents, which are incorporated herein by reference:

         (1)  The Company's latest annual report on Form 10-K filed pursuant to
    Section 13(a) or 15(d) of the Exchange Act;

         (2)  All other reports filed by the Company pursuant to Sections 13(a)
    or 15(d) of the Exchange Act since the end of the fiscal year covered by
    the annual report referred to in paragraph (1) above;

                                          6
<PAGE>


         (3)  The descriptions of the Company's Common Stock as set forth under
    the captions "Description of Capital Stock" and "Dividend Policy" in the
    Company's Registration Statement on Form S-1 (File No. 33-71330), filed
    under the Securities Act of 1933 (the "Securities Act"), including any
    amendments to such description in such Registration Statement; and

         (4)  All reports and documents subsequently filed by the Company
    pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
    to the filing of a post-effective amendment which indicates that all
    securities offered have been sold or which deregisters all securities then
    remaining unsold.

    Upon written or oral request of an Optionee, the Company will provide
without charge (1) additional information concerning the Plan or the Committee,
(2) a copy of any of the documents that are incorporated herein by reference
(not including exhibits unless they are specifically incorporated by reference
into the document), (3) a copy of the Company's annual report to stockholders
conforming to Rule 14a-3(b) under the Exchange Act for its latest fiscal year,
and/or (4) any other documents required to be delivered to Optionees by Rule
428(b) under the Securities Act.  A request to obtain such information should be
directed to:

                             Investor Relations Department
                             New West Eyeworks, Inc.
                             2104 West Southern Avenue
                             Tempe, Arizona  85282


                                      DISCLAIMER

    The discussion of certain provisions of the Plan contained in this
Prospectus is not intended to be all-inclusive and is not complete.  Optionees
should refer to the text of the Plan for complete details.  Optionees should
consult with their personal tax advisors for information as to the income tax
consequences of the granting and exercising of Options under the Plan.

                                          7
<PAGE>

                                        PART I

                 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

    The documents listed under Items 1 and 2 below and the documents
incorporated by reference under Item 3 below, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933, as amended ("Securities Act"), and are incorporated herein by reference.

ITEM 1.  PLAN INFORMATION

    1.  Prospectus for the Amended and Restated New West Eyeworks, Inc. Stock
Option Plan.

    2.  Amended and Restated New West Eyeworks, Inc. Stock Option Plan.

    3.  Form of Stock Option Agreement.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

    The written statement required to be provided to participants pursuant to
this Item 2 is set forth in the Prospectus referred to in Item 1 above.


                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

    The following documents heretofore filed by New West Eyeworks, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
hereby incorporated by reference in this Registration Statement:

    (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
         December 30, 1995.

    (b)  The Company's Quarterly Report on Form 10-Q for the quarterly period
         ended March 30, 1996.

    (c)  All other reports filed pursuant to Section 13(a) or 15(d) of the
         Securities Exchange Act of 1934 (the "Exchange Act"), since the end of
         the latest fiscal year covered by the Annual Report referred to in (a)
         above; and

    (d)  The Company's Prospectus, dated December 23, 1993, filed pursuant to
         Rule 424(b) under the Securities Act of 1933  and Registration
         Statement on Form S-1 (File No. 33-71330).

                                         II-1
<PAGE>


    All documents hereafter filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment hereto that indicates that all securities offered have been sold or
that deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be 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

    Certain legal matters with respect to the common stock, par value $0.01 per
share, of the Company (the "Common Stock") available for issuance to those
persons who exercise options in accordance with the Amended and Restated Stock
Option Plan of the Company (the "Plan") will be passed upon for the Company by
Kohrman Jackson & Krantz P.L.L., Cleveland, Ohio.  Byron S. Krantz, a partner in
Kohrman Jackson & Krantz P.L.L., owns beneficially 27,181 shares of Common Stock
and 132 shares of the Company's Series A Convertible Preferred Stock, $1,000 par
value per share, and is the Secretary and a Director of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Certain provisions of the Delaware General Corporation Law and Article VIII
of the Company's Restated Certificate of Incorporation provides in certain
cases, for indemnification by the Company of officers and directors of the
Company against certain costs, expenses and liabilities which an officer or
director may incur in his capacity as such.  Accordingly, the liability of such
persons may be affected as a result thereof.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

    Not applicable.

ITEM 8.  EXHIBITS

4.1      Amended and Restated New West Eyeworks, Inc. Stock Option Plan.

4.2*     Company's Restated Certificate of Incorporation.

4.3**    Company's Amended and Restated By-laws.


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

*   Incorporated by reference to Exhibit 3.1 from the Company's S-1
    Registration Statement as filed with the Securities and Exchange Commission
    (File No. 33-71330).

**  Incorporated by reference to Exhibit 3.2 from the Company's S-1
    Registration Statement as filed with the Securities and Exchange Commission
    (File No. 33-71330).

                                         II-2
<PAGE>

 5.1     Opinion of Kohrman Jackson & Krantz P.L.L.

23.1     Consent of Price Waterhouse, LLP.

23.2     Consent of Kohrman Jackson & Krantz P.L.L. (contained in its opinion
         filed as Exhibit 5.1).

24.1***  Power of Attorney.

ITEM 9.  UNDERTAKINGS

    (a)  The Company 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;

              (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; and

              (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 (ii) above 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 Company pursuant to Section
         13 or 15(d) of the Exchange Act that are incorporated by reference in
         this registration statement.

         (2)  That for the purpose of determining 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.

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

*** Located on signature page.


                                         II-3
<PAGE>

    (b)  The Company 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 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)  The Company hereby undertakes to deliver or cause to be delivered with
the prospectus, to each person to whom the prospectus is sent or given, the
latest annual report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the requirements of Rule
14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial
information required to be presented by Article 3 of Regulation S-X are not set
forth in the prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim
financial information.

    (d)  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 whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.


                                         II-4
<PAGE>

                                      SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, 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 Cleveland, State of Ohio, on July 26, 1996.

                             NEW WEST EYEWORKS, INC.

                             By:  /s/ Ronald E. Weinberg
                                  --------------------------------------------

                                  Ronald E. Weinberg, Chairman of the Board

                                  POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Ronald E. Weinberg and Byron S. Krantz his
true and lawful attorneys-in-fact, each acting alone, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments, including any
post-effective amendments, to this registration statement, and to file the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact or their substitutes, each acting alone, 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 and on the dates indicated.

         Name                     Title                    Date
- --------------------------   ---------------------    ------------------

/s/ Ronald E. Weinberg       Chairman of the Board,      July 26, 1996
- --------------------------      and Treasurer
Ronald E. Weinberg              

/s/ Barry J. Feld            CEO, President, and         July 26, 1996
- --------------------------        Director
Barry J. Feld                     

/s/ Robert W. Regas          Vice President--Finance     July 26, 1996
- --------------------------     & Administration
Robert W. Regas                 

/s/ Byron S. Krantz          Secretary and Director      July 26, 1996
- --------------------------
Byron S. Krantz

/s/ Donald M. Gleklen        Director                    July 26, 1996
- --------------------------
Donald M. Gleklen

/s/ Norman C. Harbert        Director                    July 26, 1996
- --------------------------
Norman C. Harbert

/s/ Larry I. Pollack         Director                    July 26, 1996
- --------------------------
Larry I. Pollack

/s/ William P. Sutter, Jr.   Director                    July 26, 1996
- --------------------------
William P. Sutter, Jr.


                                         II-5
<PAGE>

                                    EXHIBIT INDEX


4.1      Amended and Restated New West Eyeworks, Inc. Stock Option Plan.

4.2*     Company's Restated Certificate of Incorporation.

4.3**    Company's Amended and Restated By-laws.

5.1      Opinion of Kohrman Jackson & Krantz P.L.L.

23.1     Consent of Price Waterhouse, LLP.

23.2     Consent of Kohrman Jackson & Krantz P.L.L. (contained in its opinion
         filed as Exhibit 5.1).

24.1***  Power of Attorney.











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

*   Incorporated by reference to Exhibit 3.1 from the Company's S-1
    Registration Statement as filed with the Securities and Exchange Commission
    (File No. 33-71330).

**  Incorporated by reference to Exhibit 3.2 from the Company's S-1
    Registration Statement as filed with the Securities and Exchange Commission
    (File No. 33-71330).

*** Located on signature page.

                                         II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 41664}]
{"company-data": {"conformed-name": "NEW WEST EYEWORKS INC", "cik": "0000914538", "assigned-sic": "5990", "irs-number": "860392592", "state-of-incorporation": "DE", "fiscal-year-end": "0926"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08907", "film-number": "96599383"}, "business-address": {"street1": "2104 WEST SOUTHERN AVE", "city": "TEMPE", "state": "AR", "zip": "85282", "phone": "6024381330"}, "mail-address": {"street1": "2104 W SOUTHERN AVE", "city": "TEMPE", "state": "AZ", "zip": "85282"}}
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                       FORM S-8

                            REGISTRATION STATEMENT UNDER
                              THE SECURITIES ACT OF 1933

                               NEW WEST EYEWORKS, INC.
                (Exact name of registrant as specified in its charter)

                          DELAWARE                34-1589514
            (State of incorporation) (I.R.S. Employer Identification No.)

                   2104 WEST SOUTHERN AVENUE, TEMPE, ARIZONA  85282
                  (Address of Principal Executive Offices) (Zip Code)

            AMENDED AND RESTATED NEW WEST EYEWORKS, INC. STOCK OPTION PLAN
                               (Full Title of the Plan)

    Barry Feld, President                   Copy to:
      and Chief Executive Officer                Byron S. Krantz, Esq.
    New West Eyeworks, Inc.                 Kohrman Jackson & Krantz P.L.L.
    2104 West Southern Avenue               One Cleveland Center, 20th Floor
    Tempe, Arizona  85282                   Cleveland, Ohio  44114
    (602) 438-1330                          (216) 696-8700
    (Name, address, telephone number,
     including area code of agent for service)

                           Calculation of Registration Fee
- --------------------------------------------------------------------------------

Title of         Amount to be   Proposed maximum    Proposed maximum    Amount
securities        registered     offering price       aggregate           of
to be                             per share*         offering       registration
registered                                            price*             fee*
- --------------------------------------------------------------------------------

Common Stock,
$0.01 par       200,000 Shares     $5.625            $1,125,000        $387.93
value
- --------------------------------------------------------------------------------

*   Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(h) on the basis of the average of the high and low
    market price of the Common Stock on July 22, 1996.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                               NEW WEST EYEWORKS, INC.

                            400,000 SHARES OF COMMON STOCK

                               NEW WEST EYEWORKS, INC.
                        AMENDED AND RESTATED STOCK OPTION PLAN

    This Prospectus covers the shares of common stock, $0.01 par value per
share (the "Common Stock"), of New West Eyeworks, Inc., a Delaware corporation
(the "Company"), that are issuable  upon the exercise of stock options granted
or to be granted under the Amended and Restated New West Eyeworks, Inc. Stock
Option Plan (the "Plan") pursuant to stock option agreements entered into by the
Company and certain eligible individuals (the "Option Agreements").

    No person has been authorized to give any information or to make any
representations, other than as contained in this Prospectus and, if given or
made, such information or representations must not be relied upon as having been
authorized by the Company.

    Neither the delivery of this Prospectus nor any offer, solicitation or sale
made hereunder shall, under any circumstances, create an implication that the
information herein is correct as of any time subsequent to the date hereof or
that there has been no change in the affairs of the Company since such date.
Statements contained in this Prospectus as to the provisions of the Plan and the
Option Agreements are not necessarily complete, and in each instance reference
is made to the individual Option Agreements and to a copy of the Plan appended
to the Registration Statement on Form S-8, which the Company filed with the
Securities and Exchange Commission on July 26, 1996.  Each such statement in
this Prospectus is qualified in all respects by such reference.  This Prospectus
does not constitute an offer or solicitation to buy any of the securities
offered hereby in any jurisdiction to any person to whom it is unlawful to make
such offer or solicitation is unlawful.

                    The date of this Prospectus is July 26, 1996.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
IMPORTANT INFORMATION

THIS PROSPECTUS MAY NOT BE USED FOR REOFFERS OR RESALE OF COMMON STOCK ACQUIRED
HEREUNDER.  PURCHASERS OF SHARES OF COMMON STOCK PURSUANT TO THE PLAN, OTHER
THAN "AFFILIATES" OF THE COMPANY, MAY RESELL THE SHARES IN SUCH MARKET AT SUCH
PRICES AS MAY PREVAIL THEREON AT THE TIME OF SUCH SALES.  "AFFILIATES" OF THE
COMPANY MAY RESELL SUCH SHARES ONLY (1) BY COMPLYING WITH RULE 144 PROMULGATED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (2) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
COVERING SUCH RESALE, OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, COVERING SUCH RESALE.

ANY OFFICER, DIRECTOR OR BENEFICIAL OWNER OF MORE THAN 10% OF THE COMMON STOCK
OF THE COMPANY HOLDING AN OPTION GRANTED UNDER THE PLAN SHOULD CONSIDER THE
APPLICABILITY OF SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
IN CONNECTION WITH THE EXERCISE OF ANY SUCH OPTION AND THE DISPOSITION OF ANY
COMMON STOCK OF THE COMPANY SO ACQUIRED.

IT IS ADVISABLE FOR ANY PERSON HOLDING AN OPTION UNDER THE PLAN TO CONSULT WITH
LEGAL COUNSEL CONCERNING THE SECURITIES AND TAX LAW IMPLICATIONS OF ACQUIRING OR
DISPOSING OF COMMON STOCK OF THE COMPANY.

                        [This space intentionally left blank.]

                                          i
TABLE OF CONTENTS

GENERAL PLAN INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . .1

SECURITIES SUBJECT TO THE PLAN . . . . . . . . . . . . . . . . . . . . . . .1

ELIGIBILITY TO PARTICIPATE . . . . . . . . . . . . . . . . . . . . . . . . .2

TERMS OF THE OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
    Exercise Price and Payment . . . . . . . . . . . . . . . . . . . . . . .3
    Vesting and Termination. . . . . . . . . . . . . . . . . . . . . . . . .3
    Adjustments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

NON-TRANSFERABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

AMENDMENT AND TERMINATION OF THE PLAN. . . . . . . . . . . . . . . . . . . .5

FEDERAL INCOME TAX CONSIDERATIONS. . . . . . . . . . . . . . . . . . . . . .5
    Nonqualified Stock Options . . . . . . . . . . . . . . . . . . . . . . .5
    Incentive Stock Options. . . . . . . . . . . . . . . . . . . . . . . . .6

ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . .6

DISCLAIMER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

                                          ii
GENERAL PLAN INFORMATION

    This Prospectus covers the shares of common stock, $0.01 par value per
share (the "Common Stock"), of New West Eyeworks, Inc., a Delaware corporation
(the "Company"), that are issuable upon the exercise of stock options
("Options") granted or to be granted under the Amended and Restated New West
Eyeworks, Inc. Stock Option Plan (the "Plan") pursuant to stock option
agreements entered into by the Company and certain eligible individuals (the
"Option Agreements").  Capitalized terms not otherwise defined herein are
defined under the Plan.

    The purpose of the Plan is to advance the interests of the Company by
providing additional incentive enabling the Company to attract and retain
qualified and competent persons who are key to the Company, including key
employees, officers and directors, and upon whose efforts and judgment the
success of the Company is largely dependent.  The Plan also provides such
employees, officers and directors of the Company with a direct financial
incentive to enhance stockholder values, thereby aligning the interests of the
employees, officers and directors with the long-term interests of the Company's
stockholders.

    The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended.

    The Plan is administered by the Compensation Committee (the "Committee")
appointed by the Board of Directors of the Company.  The Committee presently
consists of four directors.  The Board may remove Committee members at any time
and fill any vacancy occurring in the membership of the Committee by
appointment.  Subject to the express provisions of the Plan, the Committee has
sole discretion and authority to choose eligible individuals to receive Options,
the time or times at which Options may be granted, and the number of shares of
Common Stock to be subject to each Option.  Subject to the express provisions of
the Plan, the Committee also has complete authority to interpret the Plan, to
prescribe, amend, and rescind rules and regulations relating to it, to determine
the details and provisions of each Option Agreement, and to make all other
determinations necessary or advisable in the administration of the Plan.  Any
and all decisions or determinations of the Committee are made either by a
majority vote of the members of the Committee at a meeting at which a quorum is
present or without a meeting by the unanimous written consent of the members of
the Committee.

    The Committee may from time to time amend the Plan subject to the approval
of the stockholders of the Company if the Committee desires to effect certain
material changes.  See "Amendment and Termination of the Plan."

                            SECURITIES SUBJECT TO THE PLAN

    The maximum number of shares of Common Stock with respect to which Options
may be granted under the Plan is 400,000 shares, and as of the date of this
Prospectus, the Company has outstanding Options to purchase an aggregate of
167,500 shares of Common Stock pursuant to the Plan.  The shares of Common Stock
covered by the Plan may be authorized and unissued or shares held in treasury or
a combination of both.
ELIGIBILITY TO PARTICIPATE

    The Committee may grant Options under the Plan to officers, including
officers who are also directors of the Company, other key employees or
consultants of the Company.  In addition, each Non-Employee Director elected by
the holders of the Company's Common Stock after the Effective Date shall
receive, on the date of his or her initial election as a director, options
pursuant to the formula set forth in the Plan.  In granting Options to
employees, the Committee takes into consideration the contribution the person
has made to the success of the Company and such other factors as the Committee
determines.  The Committee also has the authority to consult with and receive
recommendations from officers and other personnel of the Company with regard to
these matters.  The Committee may from time to time in granting Options to
employees of the Company under the Plan prescribe such other terms and
conditions concerning such Options as it deems appropriate, including without
limitation, relating an Option to the continued employment of the Optionee for a
specified period of time, provided that such terms and conditions are not more
favorable to an Optionee than those expressly permitted in the Plan.

                                 TERMS OF THE OPTIONS

    The Plan provides for the granting of "incentive stock options" ("Incentive
Stock Options") within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code") and "nonqualified stock options," which are not
intended to qualify under any provision of the Code.  Each Option will be
evidenced by a written Option Agreement that may contain any term deemed
necessary or desirable by the Committee, provided such terms are not
inconsistent with the Plan or applicable law.  The Option Agreements will
specify when each Option becomes exercisable.  Unless otherwise provided in the
Option Agreement, each Option will become immediately fully exercisable:

         (1)  if there occurs any transaction (which shall include a series of
    transactions occurring within 60 days or occurring pursuant to a plan),
    that has the result that stockholders of the Company immediately before
    such transaction cease to own at least 51% of the voting stock of the
    Company or of any entity that results from the participation of the Company
    in a reorganization, consolidation, merger, liquidation or any other form
    of corporate transaction;

         (2)  if the stockholders of the Company approve a plan of merger,
    consolidation, reorganization, liquidation or dissolution in which the
    Company does not survive (unless the approved merger, consolidation,
    reorganization, liquidation or dissolution is subsequently abandoned); or

         (3)  if the stockholders of the Company approve a plan for the sale,
    lease, exchange, transfer, assignment or other disposition of all or
    substantially all the property and assets of the Company (unless such plan
    is subsequently abandoned).

                                          2
EXERCISE PRICE AND PAYMENT

    The option price per share of Common Stock of any Option will be any price
determined by the Committee but cannot be less than the par value per share;
provided, however, that, in no event can the option price per share of any
Incentive Stock Option or Option granted to a Non-Employee Director be less than
the Fair Market Value of the Shares underlying such Option on the date such
Option is granted.

    An Option will be deemed exercised when (1) the Company has received
written notice of such exercise in accordance with the terms of the Option, (2)
full payment of the aggregate option price of the shares as to which the Option
is exercised has been made, and (3) arrangements that are satisfactory to the
Committee in its sole discretion have been made for the Optionee's payment to
the Company of an amount that is sufficient to satisfy all applicable Federal or
state tax withholding requirements relating to exercise of the Option.

    Unless further limited by the Committee in any Option, the option price of
any Shares purchased will be paid in cash, by certified or official bank check,
by money order, with Shares or by a combination of the above; provided further,
however, that the Committee in its sole discretion may accept a personal check
in full or partial payment of any Shares.  If the exercise price is paid in
whole or in part with Shares, the value of the Shares surrendered will be their
Fair Market Value on the date the Option is exercised.  The Company in its sole
discretion may, on an individual basis or pursuant to a general program
established in connection with the Plan, lend money to an Optionee, guarantee a
loan to an Optionee, or otherwise assist an Optionee to obtain the cash
necessary to exercise all or a portion of an Option granted under the Plan or to
pay any tax liability of the Optionee attributable to such exercise.  If the
exercise price is paid in whole or in part with Optionee's promissory note, such
note will (1) provide for full recourse to the maker, (2) be collateralized by
the pledge of the Shares that the Optionee purchases upon exercise of such
Option, (3) bear interest at the base lending rate of the Company's principal
lender, and (4) contain such other terms as the Committee in its sole discretion
reasonably requires.  No Optionee will be deemed to be a holder of any Shares
subject to an Option unless and until a stock certificate or certificates for
such Shares are issued to such person(s) under the terms of the Plan.  No
adjustment will be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date such stock certificate is issued, except as
expressly provided in the Plan.  See "Adjustments."

VESTING AND TERMINATION

    The Plan authorizes the Committee to establish vesting provisions with
respect to each Option grant.  The expiration date of an Option will be
determined by the Committee at the time of grant, but in no event will an Option
be exercisable after the expiration of 10 years from the date of grant of the
Option.

    The unexercised portion of any Option, other than an Option granted to a
Non-Employee Director, will automatically and without notice terminate and
become null and void at the time of the earliest to occur of the following:

                                          3
(1)  three months after the date on which the Optionee's employment is
    terminated for any reason other than by reason of (A) Cause, which, solely
    for purposes of the Plan, means the termination of the Optionee's
    employment by reason of the Optionee's willful misconduct or negligence,
    (B) a mental or physical disability as determined by a medical doctor
    satisfactory to the Committee, or (C) death;

         (2)  immediately upon the termination of the Optionee's employment for
    Cause;

         (3)  one year after the date on which the Optionee's employment is
    terminated by reason of a mental or physical disability (within the meaning
    of Code Section 22(e)) as determined by a medical doctor satisfactory to
    the Committee; or

         (4)  (A) one year after the date of termination of the Optionee's
    employment by reason of death of the employee, or (B) three months after
    the date on which the Optionee shall die if Optionee dies during the one
    year period specified in section (3) above.

    The Committee in its sole discretion may by giving written notice cancel,
effective upon the date of the consummation of (1) any merger, consolidation,
reorganization, liquidation or dissolution in which the Company does not
survive, or (2) the sale, lease, exchange, transfer, assignment or other
disposition of all or substantially all of the property and assets of the
Company, any Option that remains unexercised on such date.  This cancellation
notice will be given a reasonable period of time prior to the proposed date of
such cancellation and may be given either before or after approval of such
corporate transaction.

    The unexercised portion of any Option granted to a Non-Employee Director
will become null and void three months after the date on which such Non-Employee
Director ceases to be a Director for any reason.

ADJUSTMENTS

    The Plan includes provisions authorizing the Committee to adjust the number
of shares of Common Stock covered by the Plan and outstanding Options, and the
purchase price per share of Common Stock payable upon the exercise of an
outstanding Option, in the event of (1) a merger, consolidation, reorganization,
liquidation or dissolution in which the Company does not survive, or (2) the
sale, lease exchange, transfer, assignment or other disposition of all or
substantially all the property and assets of the Company.

                                 NON-TRANSFERABILITY

    Options granted under the Plan may not be transferred except to a grantor
trust, by will or the laws of descent and distribution, and may not be exercised
during an Optionee's lifetime except by the Optionee.

                                          4
AMENDMENT AND TERMINATION OF THE PLAN

    The Plan terminates on May 16, 2006, ten years from the date on which the
stockholders of the Company approved the Plan.  Either the Board or the
Committee may from time to time amend the Plan or any Option; provided, however,
that, except to the extent provided in the Plan for adjustments, no such
amendment may, without approval by the stockholders of the Company, (1)
materially increase the benefits accruing to participants under the Plan, (2)
materially increase the number of securities which may be issued under the Plan,
or (3) materially modify the requirements as to eligibility for participation in
the Plan.  Additionally, except to the extent provided in the Plan, no amendment
or suspension of the Plan or any Option issued thereunder shall substantially
impair any Option previously granted to any Optionee without the consent of such
Optionee.

    The provisions of the Plan that govern the grant of Options to Non-Employee
Directors cannot be amended more than once every six months (even with
stockholder approval), other than to conform to changes required by law.

                          FEDERAL INCOME TAX CONSIDERATIONS

    The following is a brief summary of certain of the federal income tax
consequences of certain transactions under the Plan based on federal income tax
laws in effect as of the date of this Prospectus.  The following is not intended
to be complete and does not describe any state or local tax consequences.

NONQUALIFIED STOCK OPTIONS

    GENERALLY.  An Optionee generally will not recognize income upon the grant
of a nonqualified stock option. If an Optionee receives unrestricted shares of
Common Stock upon the exercise of a nonqualified stock option, he will normally
recognize ordinary income at the time of exercise equal to the excess of the
fair market value, at the time of exercise, of the optioned Common Stock
received over the exercise price.  When the Optionee disposes of the shares,
capital gain will be recognized, either long or short term depending on the
holding period beginning on the date the shares are acquired.

    SPECIAL RULES APPLICABLE TO OPTIONEES SUBJECT TO SECTION 16(b) OF THE
EXCHANGE ACT.  The tax consequences to Optionees who are Company insiders
subject to Section 16(b) of the Securities and Exchange Act of 1934, as amended
(the "Exchange Act"), may differ from the tax consequences described above.  In
the case of such an Optionee, ordinary income will generally be recognized upon
exercise only if six months have elapsed since the date of the grant.

    TAX CONSEQUENCES TO THE COMPANY.  To the extent that an Optionee recognizes
ordinary income, the Company or subsidiary for which the Optionee performs
services will generally be entitled to a corresponding deduction.  The deduction
is allowed in the tax year in which the Optionee is required to include the
amount in income.

                                          5
INCENTIVE STOCK OPTIONS

    GENERALLY.  An Optionee will not recognize income upon the grant of an
Incentive Stock Option. In addition, an Optionee will not recognize income upon
the exercise of an Incentive Stock Option if he or she satisfies certain
employment and holding period requirements.  To satisfy the employment
requirement, an Optionee generally must exercise the Option not later than three
months after he ceases to be an employee of the Company or its parent or
subsidiary (one year if he ceases to be an employee due to disability).  To
satisfy the holding period requirement, an Optionee must hold the optioned
Common Stock for more than two years from the grant of the Option and more than
one year after the Common Stock is transferred to him.  If these requirements
are satisfied, upon the sale of the Common Stock, the Optionee will be taxed at
long-term capital gains rates on any gain, measured by the difference between
his or her basis in the Common Stock and the net proceeds of the sale.

    DISQUALIFYING DISPOSITION.  If shares of Common Stock acquired upon the
timely exercise of an Incentive Stock Option are sold, exchanged or otherwise
disposed of without satisfying the holding period requirement (a "Disqualifying
Disposition"), the Optionee will usually recognize ordinary income at the time
of disposition equal to the amount of the excess of the fair market value of the
optioned Common Stock on the date of the exercise of the Incentive Stock Option
over the exercise price.

    ALTERNATIVE MINIMUM TAX.  An Optionee generally must include in alternative
minimum taxable income the amount by which the amount paid for the Option is
exceeded by the Option's fair market value at the time the rights to the stock
are freely transferable or not subject to a substantial risk of forfeiture.

    TAX CONSEQUENCES TO THE COMPANY.  The granting of an Incentive Stock
Option, or the exercise thereof, will generally not result in a deduction for
the Company.  However, to the extent that an Optionee recognizes ordinary income
as the result of a Disqualifying Disposition, the Company will generally be
entitled to a corresponding deduction.

                                ADDITIONAL INFORMATION

    This Prospectus omits certain information contained in the Registration
Statement on Form S-8 filed by the Company with the Securities and Exchange
Commission with respect to the shares of Common Stock offered hereby (the
"Registration Statement").  Such information is contained in the following
documents, which are incorporated herein by reference:

         (1)  The Company's latest annual report on Form 10-K filed pursuant to
    Section 13(a) or 15(d) of the Exchange Act;

         (2)  All other reports filed by the Company pursuant to Sections 13(a)
    or 15(d) of the Exchange Act since the end of the fiscal year covered by
    the annual report referred to in paragraph (1) above;

                                          6
(3)  The descriptions of the Company's Common Stock as set forth under
    the captions "Description of Capital Stock" and "Dividend Policy" in the
    Company's Registration Statement on Form S-1 (File No. 33-71330), filed
    under the Securities Act of 1933 (the "Securities Act"), including any
    amendments to such description in such Registration Statement; and

         (4)  All reports and documents subsequently filed by the Company
    pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
    to the filing of a post-effective amendment which indicates that all
    securities offered have been sold or which deregisters all securities then
    remaining unsold.

    Upon written or oral request of an Optionee, the Company will provide
without charge (1) additional information concerning the Plan or the Committee,
(2) a copy of any of the documents that are incorporated herein by reference
(not including exhibits unless they are specifically incorporated by reference
into the document), (3) a copy of the Company's annual report to stockholders
conforming to Rule 14a-3(b) under the Exchange Act for its latest fiscal year,
and/or (4) any other documents required to be delivered to Optionees by Rule
428(b) under the Securities Act.  A request to obtain such information should be
directed to:

                             Investor Relations Department
                             New West Eyeworks, Inc.
                             2104 West Southern Avenue
                             Tempe, Arizona  85282

                                      DISCLAIMER

    The discussion of certain provisions of the Plan contained in this
Prospectus is not intended to be all-inclusive and is not complete.  Optionees
should refer to the text of the Plan for complete details.  Optionees should
consult with their personal tax advisors for information as to the income tax
consequences of the granting and exercising of Options under the Plan.

                                          7
PART I

                 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

    The documents listed under Items 1 and 2 below and the documents
incorporated by reference under Item 3 below, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933, as amended ("Securities Act"), and are incorporated herein by reference.

ITEM 1.  PLAN INFORMATION

    1.  Prospectus for the Amended and Restated New West Eyeworks, Inc. Stock
Option Plan.

    2.  Amended and Restated New West Eyeworks, Inc. Stock Option Plan.

    3.  Form of Stock Option Agreement.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

    The written statement required to be provided to participants pursuant to
this Item 2 is set forth in the Prospectus referred to in Item 1 above.

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

    The following documents heretofore filed by New West Eyeworks, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
hereby incorporated by reference in this Registration Statement:

    (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
         December 30, 1995.

    (b)  The Company's Quarterly Report on Form 10-Q for the quarterly period
         ended March 30, 1996.

    (c)  All other reports filed pursuant to Section 13(a) or 15(d) of the
         Securities Exchange Act of 1934 (the "Exchange Act"), since the end of
         the latest fiscal year covered by the Annual Report referred to in (a)
         above; and

    (d)  The Company's Prospectus, dated December 23, 1993, filed pursuant to
         Rule 424(b) under the Securities Act of 1933  and Registration
         Statement on Form S-1 (File No. 33-71330).

                                         II-1
All documents hereafter filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment hereto that indicates that all securities offered have been sold or
that deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be 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

    Certain legal matters with respect to the common stock, par value $0.01 per
share, of the Company (the "Common Stock") available for issuance to those
persons who exercise options in accordance with the Amended and Restated Stock
Option Plan of the Company (the "Plan") will be passed upon for the Company by
Kohrman Jackson & Krantz P.L.L., Cleveland, Ohio.  Byron S. Krantz, a partner in
Kohrman Jackson & Krantz P.L.L., owns beneficially 27,181 shares of Common Stock
and 132 shares of the Company's Series A Convertible Preferred Stock, $1,000 par
value per share, and is the Secretary and a Director of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Certain provisions of the Delaware General Corporation Law and Article VIII
of the Company's Restated Certificate of Incorporation provides in certain
cases, for indemnification by the Company of officers and directors of the
Company against certain costs, expenses and liabilities which an officer or
director may incur in his capacity as such.  Accordingly, the liability of such
persons may be affected as a result thereof.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

    Not applicable.

ITEM 8.  EXHIBITS

4.1      Amended and Restated New West Eyeworks, Inc. Stock Option Plan.

4.2*     Company's Restated Certificate of Incorporation.

4.3**    Company's Amended and Restated By-laws.

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

*   Incorporated by reference to Exhibit 3.1 from the Company's S-1
    Registration Statement as filed with the Securities and Exchange Commission
    (File No. 33-71330).

**  Incorporated by reference to Exhibit 3.2 from the Company's S-1
    Registration Statement as filed with the Securities and Exchange Commission
    (File No. 33-71330).

                                         II-2
5.1     Opinion of Kohrman Jackson & Krantz P.L.L.

23.1     Consent of Price Waterhouse, LLP.

23.2     Consent of Kohrman Jackson & Krantz P.L.L. (contained in its opinion
         filed as Exhibit 5.1).

24.1***  Power of Attorney.

ITEM 9.  UNDERTAKINGS

    (a)  The Company 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;

              (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; and

              (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 (ii) above 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 Company pursuant to Section
         13 or 15(d) of the Exchange Act that are incorporated by reference in
         this registration statement.

         (2)  That for the purpose of determining 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.

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

*** Located on signature page.

                                         II-3
(b)  The Company 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 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)  The Company hereby undertakes to deliver or cause to be delivered with
the prospectus, to each person to whom the prospectus is sent or given, the
latest annual report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the requirements of Rule
14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial
information required to be presented by Article 3 of Regulation S-X are not set
forth in the prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim
financial information.

    (d)  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 whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                         II-4
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, 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 Cleveland, State of Ohio, on July 26, 1996.

                             NEW WEST EYEWORKS, INC.

                             By:  /s/ Ronald E. Weinberg
                                  --------------------------------------------

                                  Ronald E. Weinberg, Chairman of the Board

                                  POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Ronald E. Weinberg and Byron S. Krantz his
true and lawful attorneys-in-fact, each acting alone, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments, including any
post-effective amendments, to this registration statement, and to file the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact or their substitutes, each acting alone, 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 and on the dates indicated.

         Name                     Title                    Date
- --------------------------   ---------------------    ------------------

/s/ Ronald E. Weinberg       Chairman of the Board,      July 26, 1996
- --------------------------      and Treasurer
Ronald E. Weinberg              

/s/ Barry J. Feld            CEO, President, and         July 26, 1996
- --------------------------        Director
Barry J. Feld                     

/s/ Robert W. Regas          Vice President--Finance     July 26, 1996
- --------------------------     & Administration
Robert W. Regas                 

/s/ Byron S. Krantz          Secretary and Director      July 26, 1996
- --------------------------
Byron S. Krantz

/s/ Donald M. Gleklen        Director                    July 26, 1996
- --------------------------
Donald M. Gleklen

/s/ Norman C. Harbert        Director                    July 26, 1996
- --------------------------
Norman C. Harbert

/s/ Larry I. Pollack         Director                    July 26, 1996
- --------------------------
Larry I. Pollack

/s/ William P. Sutter, Jr.   Director                    July 26, 1996
- --------------------------
William P. Sutter, Jr.

                                         II-5
EXHIBIT INDEX

4.1      Amended and Restated New West Eyeworks, Inc. Stock Option Plan.

4.2*     Company's Restated Certificate of Incorporation.

4.3**    Company's Amended and Restated By-laws.

5.1      Opinion of Kohrman Jackson & Krantz P.L.L.

23.1     Consent of Price Waterhouse, LLP.

23.2     Consent of Kohrman Jackson & Krantz P.L.L. (contained in its opinion
         filed as Exhibit 5.1).

24.1***  Power of Attorney.

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

*   Incorporated by reference to Exhibit 3.1 from the Company's S-1
    Registration Statement as filed with the Securities and Exchange Commission
    (File No. 33-71330).

**  Incorporated by reference to Exhibit 3.2 from the Company's S-1
    Registration Statement as filed with the Securities and Exchange Commission
    (File No. 33-71330).

*** Located on signature page.

                                         II-6