<PAGE>

      As filed with the Securities and Exchange Commission on July 2, 2002
                       Registration Number ______________

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

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
--------------------------------------------------------------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
--------------------------------------------------------------------------------

                         INTERNATIONAL ELECTRONICS, INC.
             (Exact name of Registrant as specified in its charter)

        MASSACHUSETTS                                         04-2654231
(State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                       Identification Number)

                427 Turnpike Street, Canton, Massachusetts, 02021
               (Address of principal executive offices) (Zip Code)
--------------------------------------------------------------------------------

                          AUGUST 1988 STOCK OPTION PLAN
                         JANUARY 1989 STOCK OPTION PLAN
                        SEPTEMBER 1989 STOCK OPTION PLAN
                           JUNE 1990 STOCK OPTION PLAN
                          AUGUST 1990 STOCK OPTION PLAN
                           JULY 1992 STOCK OPTION PLAN
                         OCTOBER 1993 STOCK OPTION PLAN
                           MAY 1994 STOCK OPTION PLAN
                        SEPTEMBER 1995 STOCK OPTION PLAN
                             1999 STOCK OPTION PLAN
                   EMPLOYEE AND CONSULTANT WARRANT AGREEMENTS
                            (Full title of the plans)
--------------------------------------------------------------------------------

                                 JOHN WALDSTEIN
                      President and Chief Executive Officer
                         International Electronics, Inc.
                               427 Turnpike Street
                           Canton, Massachusetts 02021
                     (Name and address of agent for service)

                                 (781) 821-5566
          (Telephone number, including area code, of agent for service)
--------------------------------------------------------------------------------

                                    Copy to:
                               PETER MYERSON, ESQ.
                            COHAN RASNICK MYERSON LLP
                         One State Street, 12/th/ Floor
                           Boston, Massachusetts 02109
                                 (617) 742-1820

<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                                          Proposed
Title of each class of                              Proposed              maximum
securities to be                  Amount to be      maximum offering      aggregate offering     Amount of
registered                        registered        price per share       price (1)              registration fee
-------------------------------------------------------------------------------------------------------------------
<S>                               <C>               <C>                   <C>                    <C>
Common stock, $.01 par value
per share under August 1988       17,867            (2)                   $33,946                $3.12
Stock Option Plan
-------------------------------------------------------------------------------------------------------------------
Common stock, $.01 par value
per share under January 1989      10,450            (3)                   $9,344                 $0.86
Stock Option Plan
-------------------------------------------------------------------------------------------------------------------
Common stock, $.01 par value
per share under September         19,667            (4)                   $27,810                $2.56
1989 Stock Option Plan
-------------------------------------------------------------------------------------------------------------------
Common stock, $.01 par value
per share under June 1990         11,834            (5)                   $10,405                $0.96
Stock Option Plan
-------------------------------------------------------------------------------------------------------------------
Common stock, $.01 par value
per share under August 1990       28,667            (6)                   $36,840                $3.39
Stock Option Plan
-------------------------------------------------------------------------------------------------------------------
Common stock, $.01 par value
per share under July 1992         66,533            (7)                   $103,473               $9.52
Stock Option Plan
-------------------------------------------------------------------------------------------------------------------
Common stock, $.01 par value
per share under October 1993      50,000            (8)                   $61,790                $5.68
Stock Option Plan
-------------------------------------------------------------------------------------------------------------------
Common stock, $.01 par value
per share under May 1994          50,000            (9)                   $80,933                $7.45
Stock Option Plan
-------------------------------------------------------------------------------------------------------------------
Common stock, $.01 par value
per share under September         70,000            (10)                  $145,087               $13.35
1995 Stock Option Plan
-------------------------------------------------------------------------------------------------------------------
Common stock, $.01 par value
per share under 1999 Stock        175,000           (11)                  $499,190               $45.93
Option Plan
-------------------------------------------------------------------------------------------------------------------
Common stock $.01 par value
per share under Employee and       52,833           (12)                   $68,038               $6.26
Consultant Warrant Agreements
-------------------------------------------------------------------------------------------------------------------
</TABLE>

TOTAL FEE TO BE PAID BY REGISTRANT FOR 552,851 SHARES IS $99.08

                                        2

<PAGE>

(1)  The proposed maximum offering price for the shares to be offered under the
     Stock Option Plans and Warrant Agreements has been estimated pursuant to
     Rule 457(h) solely for the purpose of calculating the registration fee. It
     is not known how many of the registered shares will be purchased. Other
     than the options and warrants with fixed exercise prices, it is not known
     what the price of the registered shares will be. A portion of the shares is
     issuable upon exercise of options and warrants with fixed exercise prices
     as indicated in the following footnotes. The shares representing unissued
     options do not have a fixed exercise price. The proposed maximum offering
     price per share for such shares relating to unissued options has been
     calculated pursuant to Rule 457(h) as $5.57 which is the average of the
     high and low prices of the Registrant's Common Stock, $.01 par value (the
     "Common Stock") as listed on Nasdaq on June 26, 2002.

(2)  All of the shares of Common Stock are issuable upon exercise of options
     with fixed exercise prices of $1.58 and $2.08.

(3)  All of the shares of Common Stock are issuable upon exercise of options
     with fixed exercise prices ranging from $0.72 to $1.58.

(4)  All of the shares of Common Stock are issuable upon exercise of options
     with fixed exercise prices of $0.93 and $2.12.

(5)  All of the shares of Common Stock are issuable upon exercise of options
     with fixed exercise prices ranging from $0.75 to $1.69.

(6)  All of the shares of Common Stock are issuable upon exercise of options
     with fixed exercise prices ranging from $0.75 to $2.12.

(7)  All of the shares of Common Stock are issuable upon exercise of
     options with fixed exercise prices ranging from $0.81 to $2.07.

(8)  All of the shares of Common Stock are issuable upon exercise of options
     with fixed exercise prices ranging from $0.72 to $1.35.

(9)  A portion of the shares of Common Stock is issuable upon exercise of
     options with fixed exercise prices ranging from $0.88 to $2.12. The other
     shares of Common Stock being registered represent unissued options.

(10) A portion of the shares of Common Stock is issuable upon exercise of
     options with fixed exercise prices ranging from $1.17 to $2.12. The other
     shares of Common Stock being registered represent unissued options.

(11) A portion of the shares of Common Stock is issuable upon exercise of
     options with fixed exercise prices ranging from $1.31 to $2.81. The other
     shares of Common Stock being registered represent unissued options.

(12) All of the shares of Common Stock are issuable upon exercise of warrants
     with fixed exercise prices ranging from $0.74 to $2.12.

                                        3

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

     The documents containing the information specified in this Item 1 will be
sent or given to employees, directors or others as specified by Rule 428(b)(1).
In accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission") and the instructions to Form S-8, such documents
are not being filed with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

Item 2.   Registrant Information and Employee Plan Annual Information.

     The documents containing the information specified in this Item 2 will be
sent or given to employees as specified by Rule 428(b)(1). In accordance with
the rules and regulations of the Commission and the instructions to Form S-8,
such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements to Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents filed with the Commission are incorporated by
reference in this Registration Statement:

     (a)   Registrant's Annual Report on Form 10-KSB for the fiscal year ended
           August 31, 2001.

     (b)   Registrant's Quarterly Report on Form 10-QSB for the period ended
           November 30, 2001.

     (c)   Registrant's Quarterly Report on Form 10-QSB for the period ended
           February 28, 2002.

     (d)   All other reports filed pursuant to Section 13(a) or 15(d) of the
           Securities Exchange Act of 1934, as amended (the "Exchange Act"),
           since the end of the fiscal year ended August 31, 2001.

     (e)   The section entitled "Description of Registrant's Securities to be
           Registered" contained in the Registrant's Registration Statement on
           Form 8-A, filed on October 15, 1987 pursuant to Section 12(g) of the
           Exchange Act, which Registration Statement incorporates the
           description of the Registrant's Common

                                        4

<PAGE>

          Stock in its Registration Statement No. 33-16333 which was declared
          effective on October 8, 1987.

     All documents subsequently filed with the Commission by the Registrant
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 herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in 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.   Interest of Named Experts and Counsel.

     Cohan Rasnick Myerson LLP has opined as to the legality of the securities
being offered by this Registration Statement. Peter Myerson, Esquire, a partner
of Cohan Rasnick Myerson LLP serves as clerk of the Registrant and owns 54,552
shares of the Common Stock of the Registrant and has options to purchase 4,000
shares of the Common Stock of the Registrant under the plans being registered
hereby.

Item 6.   Indemnification of Directors and Officers.

     Section 67 of Chapter 156B of the Massachusetts General Laws provides that
a corporation may indemnify its directors and officers to the extent specified
in or authorized by (i) the articles of organization, (ii) a by-law adopted by
the stockholders, or (iii) a vote adopted by the holders of a majority of the
shares of stock entitled to vote on the election of directors. In all instances,
the extent to which a corporation provides indemnification to its directors and
officers under Section 67 is optional. In its Amended Articles of Organization,
the Registrant has provided indemnification to its directors and officers in
specified circumstances. Generally, Article VI of the Registrant's Amended
Articles of Organization indemnifies directors and officers of the Registrant
against liabilities and expenses arising out of legal proceedings brought
against them by reason of their status as directors or officers or by reason of
their agreeing to serve, at the request of the Registrant, as a director or
officer with another organization. Under this provision, a director or officer
of the Registrant shall be indemnified by the Registrant for all costs and
expenses (including attorney's fees), judgments, liabilities and amounts paid in
settlement of such proceedings, even if he is not successful on the merits, if
he acted in good faith in the reasonable belief that his action was in the best
interests of the Registrant. The Registrant's Board of Directors may authorize
advancing litigation expenses to a director or officer at his request upon
receipt of an undertaking by any such director or officer to repay such expenses
if it is ultimately determined that he is not entitled to indemnification for
such expenses.

     The Registrant maintains directors and officers liability insurance for the
benefit of its directors and its officers.

                                        5

<PAGE>

Item 7.      Exemption of Registration Claimed.

     Not applicable.

Item 8.      Exhibits.

     Exhibit No.    Description of Exhibit

     Exhibit 4.1    Restated Articles of Organization and By-Laws are
                    incorporated by reference to Exhibit 3 to the Registrant's
                    Registration Statement on Form S-18 (Registration No.
                    2-91218-B) filed on May 18, 1984, which is incorporated
                    herein by reference.

     Exhibit 4.2    Amendment to Articles of Organization are incorporated by
                    reference to Exhibit 3.1(a) of the Registrant's Registration
                    Statement on Form S-1 (Registration No. 33-16333) which
                    became effective on October 8, 1987, which is incorporated
                    herein by reference.

     Exhibit 4.3    Specimen certificate representing the Common Stock of the
                    Registrant filed as Exhibit 4.2 to the Amendment Number 2 to
                    the Registrant's Registration Statement on Form S-1
                    (Registration No. 33-16333) filed on October 1, 1987, which
                    is incorporated herein by reference.

     Exhibit 4.4    Form of Stock Option Plan for the August 1988 Stock Option
                    Plan, the January 1989 Stock Option Plan, the September 1989
                    Stock Option Plan, the June 1990 Stock Option Plan, the
                    August 1990 Stock Option Plan, the July 1992 Stock Option
                    Plan, the October 1993 Stock Option Plan, the May 1994 Stock
                    Option Plan and the September 1995 Stock Option Plan with
                    schedule attached describing the differences among the plans
                    as permitted under Instruction 2 to Item 601 of Regulation
                    S-K.

     Exhibit 4.5    1999 Stock Option Plan is incorporated by reference to the
                    definitive proxy material for the 1999 special meeting in
                    lieu of the annual meeting of shareholders.

     Exhibit 4.6    Form of Employee and Consultant Warrant Agreement with
                    schedule attached describing the differences among the
                    Agreements as permitted under Instruction 2 to Item 601 of
                    Regulation S-K.

     Exhibit 5      Opinion of Cohan Rasnick Myerson LLP.

     Exhibit 23.1   Consent of Cohan Rasnick Myerson LLP (contained in Exhibit
                    5).

                                        6

<PAGE>

         Exhibit 23.2    Consent of Deloitte & Touche LLP.

         Exhibit 24      Power of Attorney (included as part of the signature
                         page to this Registration Statement).

Item 9.       Undertakings.

         (a)  The undersigned Registrant hereby undertakes:

              (1)  To file, during any period in which offers or sales are being
                   made, a post-effective amendment to this Registration
                   Statement:

                   (i)   To include any prospectus required by Section 10(a)(3)
                         of the Securities Act of 1933;

                   (ii)  To reflect in the prospectus any facts or events
                         arising after the effective date of the Registration
                         Statement (or the most recent post-effective amendment
                         thereof) which, individually or in the aggregate,
                         represent a fundamental change in the information set
                         forth in the Registration Statement. Notwithstanding
                         the foregoing, any increase or decrease in volume of
                         securities offered (if the total dollar value of
                         securities offered would not exceed that which was
                         registered) and any deviation from the low or high and
                         of the estimated maximum offering range may be
                         reflected in the form of prospectus filed with the
                         Commission pursuant to Rule 424(b) if, in the
                         aggregate, the changes in volume and price represent no
                         more than 20 percent change in the maximum aggregate
                         offering price set forth in the "Calculation of
                         Registration Fee" table in the effective 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 (a)(1)(ii) do
                         not apply if the information required to be included in
                         a post-effective amendment by those paragraphs is
                         contained in periodic reports filed with or furnished
                         to the Commission by the Registrant pursuant to Section
                         13 or Section 15(d) of the Securities Exchange Act of
                         1934 that are incorporated by reference in the
                         Registration Statement.

              (2)  That, for the purpose of determining any liability under the
                   Securities Act of 1933, each such post-effective amendment
                   shall be deemed to be a new Registration Statement relating
                   to the securities offered therein, and the offering of such
                   securities at that time shall be deemed to be the initial
                   bona fide offering thereof.

              (3)  To remove from registration by means of a post-effective
                   amendment any of the securities being registered which remain
                   unsold at the termination of the offering.

         (b)  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 Section 15(d) of the Securities

                                        7

<PAGE>

              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
              Registration Statement relating to the securities offered therein,
              new 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 may be permitted to directors, officers and
              controlling persons of the Registrant pursuant to the foregoing
              provisions, or otherwise, the Registrant has been advised that in
              the opinion of the Securities and Exchange Commission such
              indemnification is against public policy as expressed in the
              Securities Act of 1933 and is, therefore, unenforceable. In the
              event that a claim for indemnification against such liabilities
              (other than the payment by the Registrant of expenses incurred or
              paid by a director, officer or controlling person of the
              Registrant in the successful defense of any action, suit or
              proceeding) is asserted by such director, officer or controlling
              person in connection with the securities being registered, the
              Registrant will, unless in the opinion of its counsel the matter
              has been settled by controlling precedent, submit to a court of
              appropriate jurisdiction the question 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.

                                        8

<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 Town of Canton, Commonwealth of Massachusetts, on this second
day of July, 2002.

                                    INTERNATIONAL ELECTRONICS, INC.


                                    By: /s/ John Waldstein
                                       ---------------------------------------
                                          John Waldstein
                                          President, Chief Executive Officer and
                                          Chairman of the Board

                                POWER OF ATTORNEY

         We, the undersigned directors of International Electronics, Inc.,
hereby severally constitute and appoint John Waldstein our true and lawful
attorney, with full power for him to sign for us in our names in the capacities
indicated below, any amendments to this Registration Statement on Form S-8
(including post-effective amendments), and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, and generally to do all things in our names and on our
behalf in our capacities as officers and directors to enable International
Electronics, Inc. to comply with the provisions of the Securities Act of 1933,
as amended, hereby ratifying and confirming our signatures as they may be signed
by our said attorney to said Registration Statement and all amendments thereto.

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

Signature                      Title                             Date

 /s/ John Waldstein            President, Chief Executive        July 2, 2002
--------------------------     Officer, Treasurer, Chief
John Waldstein                 Financial and Accounting
                               Officer, Chairman of the
                               Board and a Director


 /s/ Diane Balcom              Director                          July 2, 2002
--------------------------
Diane Balcom


 /s/ Kenneth Moyes             Director                          July 2, 2002
--------------------------
Kenneth Moyes


 /s/ Heath Paley               Director                          July 2, 2002
--------------------------
Heath Paley


 /s/ Steven Tannenbaum         Director                          July 2, 2002
--------------------------
Steven Tannenbaum

                                       9

<PAGE>

                                  EXHIBIT INDEX

Exhibit No.       Description of Exhibit

Exhibit 4.1       Restated Articles of Organization and By-Laws are
                  incorporated by reference to Exhibit 3 to the Registrant's
                  Registration Statement on Form S-18 (Registration No.
                  2-91218-B) filed on May 18, 1984, which is incorporated herein
                  by reference.

Exhibit 4.2       Amendment to Articles of Organization are incorporated by
                  reference to Exhibit 3.1(a) of the Registrant's Registration
                  Statement on Form S-1 (Registration No. 33-16333) which became
                  effective on October 8, 1987, which is incorporated herein by
                  reference.

Exhibit 4.3       Specimen certificate representing the Common Stock of the
                  Registrant filed as Exhibit 4.2 to the Amendment Number 2 to
                  the Registrant's Registration Statement on Form S-1
                  (Registration No. 33-16333) filed on October 1, 1987, which is
                  incorporated herein by reference.

Exhibit 4.4       Form of Stock Option Plan for the August 1988 Stock Option
                  Plan, the January 1989 Stock Option Plan, the September 1989
                  Stock Option Plan, the June 1990 Stock Option Plan, the August
                  1990 Stock Option Plan, the July 1992 Stock Option Plan, the
                  October 1993 Stock Option Plan, the May 1994 Stock Option Plan
                  and the September 1995 Stock Option Plan with schedule
                  attached describing the differences among the plans as
                  permitted under Instruction 2 to Item 601 of Regulation S-K.

Exhibit 4.5       1999 Stock Option Plan is incorporated by reference to the
                  definitive proxy material for the 1999 special meeting in lieu
                  of annual meeting of shareholders.

Exhibit 4.6       Form of Employee and Consultant Warrant Agreement with
                  schedule attached describing the differences among the
                  Agreements as permitted under Instruction 2 to Item 601 of
                  Regulation S-K.

Exhibit 5         Opinion of Cohan Rasnick Myerson LLP.

Exhibit 23.1      Consent of Cohan Rasnick Myerson LLP (contained in Exhibit 5).

Exhibit 23.2      Consent of Deloitte & Touche LLP.

Exhibit 24        Power of Attorney (included as part of the signature page to
                  this Registration Statement).

                                       10
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 28754}]
{"company-data": {"conformed-name": "INTERNATIONAL ELECTRONICS INC", "cik": "0000717751", "assigned-sic": "3669", "irs-number": "042654231", "state-of-incorporation": "MA", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91814", "film-number": "02695214"}, "business-address": {"street1": "427 TURNPIKE ST", "city": "CANTON", "state": "MA", "zip": "02072", "phone": "6178215566"}, "mail-address": {"street1": "427 TURNPIKE STREET", "city": "CANTON", "state": "MA", "zip": "02021"}}
As filed with the Securities and Exchange Commission on July 2, 2002
                       Registration Number ______________

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

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
--------------------------------------------------------------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
--------------------------------------------------------------------------------

                         INTERNATIONAL ELECTRONICS, INC.
             (Exact name of Registrant as specified in its charter)

        MASSACHUSETTS                                         04-2654231
(State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                       Identification Number)

                427 Turnpike Street, Canton, Massachusetts, 02021
               (Address of principal executive offices) (Zip Code)
--------------------------------------------------------------------------------

                          AUGUST 1988 STOCK OPTION PLAN
                         JANUARY 1989 STOCK OPTION PLAN
                        SEPTEMBER 1989 STOCK OPTION PLAN
                           JUNE 1990 STOCK OPTION PLAN
                          AUGUST 1990 STOCK OPTION PLAN
                           JULY 1992 STOCK OPTION PLAN
                         OCTOBER 1993 STOCK OPTION PLAN
                           MAY 1994 STOCK OPTION PLAN
                        SEPTEMBER 1995 STOCK OPTION PLAN
                             1999 STOCK OPTION PLAN
                   EMPLOYEE AND CONSULTANT WARRANT AGREEMENTS
                            (Full title of the plans)
--------------------------------------------------------------------------------

                                 JOHN WALDSTEIN
                      President and Chief Executive Officer
                         International Electronics, Inc.
                               427 Turnpike Street
                           Canton, Massachusetts 02021
                     (Name and address of agent for service)

                                 (781) 821-5566
          (Telephone number, including area code, of agent for service)
--------------------------------------------------------------------------------

                                    Copy to:
                               PETER MYERSON, ESQ.
                            COHAN RASNICK MYERSON LLP
                         One State Street, 12/th/ Floor
                           Boston, Massachusetts 02109
                                 (617) 742-1820
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
                                                                          Proposed
Title of each class of                              Proposed              maximum
securities to be                  Amount to be      maximum offering      aggregate offering     Amount of
registered                        registered        price per share       price (1)              registration fee
-------------------------------------------------------------------------------------------------------------------
Common stock, $.01 par value
per share under August 1988       17,867            (2)                   $33,946                $3.12
Stock Option Plan
-------------------------------------------------------------------------------------------------------------------
Common stock, $.01 par value
per share under January 1989      10,450            (3)                   $9,344                 $0.86
Stock Option Plan
-------------------------------------------------------------------------------------------------------------------
Common stock, $.01 par value
per share under September         19,667            (4)                   $27,810                $2.56
1989 Stock Option Plan
-------------------------------------------------------------------------------------------------------------------
Common stock, $.01 par value
per share under June 1990         11,834            (5)                   $10,405                $0.96
Stock Option Plan
-------------------------------------------------------------------------------------------------------------------
Common stock, $.01 par value
per share under August 1990       28,667            (6)                   $36,840                $3.39
Stock Option Plan
-------------------------------------------------------------------------------------------------------------------
Common stock, $.01 par value
per share under July 1992         66,533            (7)                   $103,473               $9.52
Stock Option Plan
-------------------------------------------------------------------------------------------------------------------
Common stock, $.01 par value
per share under October 1993      50,000            (8)                   $61,790                $5.68
Stock Option Plan
-------------------------------------------------------------------------------------------------------------------
Common stock, $.01 par value
per share under May 1994          50,000            (9)                   $80,933                $7.45
Stock Option Plan
-------------------------------------------------------------------------------------------------------------------
Common stock, $.01 par value
per share under September         70,000            (10)                  $145,087               $13.35
1995 Stock Option Plan
-------------------------------------------------------------------------------------------------------------------
Common stock, $.01 par value
per share under 1999 Stock        175,000           (11)                  $499,190               $45.93
Option Plan
-------------------------------------------------------------------------------------------------------------------
Common stock $.01 par value
per share under Employee and       52,833           (12)                   $68,038               $6.26
Consultant Warrant Agreements
-------------------------------------------------------------------------------------------------------------------
TOTAL FEE TO BE PAID BY REGISTRANT FOR 552,851 SHARES IS $99.08

                                        2
(1)  The proposed maximum offering price for the shares to be offered under the
     Stock Option Plans and Warrant Agreements has been estimated pursuant to
     Rule 457(h) solely for the purpose of calculating the registration fee. It
     is not known how many of the registered shares will be purchased. Other
     than the options and warrants with fixed exercise prices, it is not known
     what the price of the registered shares will be. A portion of the shares is
     issuable upon exercise of options and warrants with fixed exercise prices
     as indicated in the following footnotes. The shares representing unissued
     options do not have a fixed exercise price. The proposed maximum offering
     price per share for such shares relating to unissued options has been
     calculated pursuant to Rule 457(h) as $5.57 which is the average of the
     high and low prices of the Registrant's Common Stock, $.01 par value (the
     "Common Stock") as listed on Nasdaq on June 26, 2002.

(2)  All of the shares of Common Stock are issuable upon exercise of options
     with fixed exercise prices of $1.58 and $2.08.

(3)  All of the shares of Common Stock are issuable upon exercise of options
     with fixed exercise prices ranging from $0.72 to $1.58.

(4)  All of the shares of Common Stock are issuable upon exercise of options
     with fixed exercise prices of $0.93 and $2.12.

(5)  All of the shares of Common Stock are issuable upon exercise of options
     with fixed exercise prices ranging from $0.75 to $1.69.

(6)  All of the shares of Common Stock are issuable upon exercise of options
     with fixed exercise prices ranging from $0.75 to $2.12.

(7)  All of the shares of Common Stock are issuable upon exercise of
     options with fixed exercise prices ranging from $0.81 to $2.07.

(8)  All of the shares of Common Stock are issuable upon exercise of options
     with fixed exercise prices ranging from $0.72 to $1.35.

(9)  A portion of the shares of Common Stock is issuable upon exercise of
     options with fixed exercise prices ranging from $0.88 to $2.12. The other
     shares of Common Stock being registered represent unissued options.

(10) A portion of the shares of Common Stock is issuable upon exercise of
     options with fixed exercise prices ranging from $1.17 to $2.12. The other
     shares of Common Stock being registered represent unissued options.

(11) A portion of the shares of Common Stock is issuable upon exercise of
     options with fixed exercise prices ranging from $1.31 to $2.81. The other
     shares of Common Stock being registered represent unissued options.

(12) All of the shares of Common Stock are issuable upon exercise of warrants
     with fixed exercise prices ranging from $0.74 to $2.12.

                                        3
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

     The documents containing the information specified in this Item 1 will be
sent or given to employees, directors or others as specified by Rule 428(b)(1).
In accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission") and the instructions to Form S-8, such documents
are not being filed with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

Item 2.   Registrant Information and Employee Plan Annual Information.

     The documents containing the information specified in this Item 2 will be
sent or given to employees as specified by Rule 428(b)(1). In accordance with
the rules and regulations of the Commission and the instructions to Form S-8,
such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements to Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents filed with the Commission are incorporated by
reference in this Registration Statement:

     (a)   Registrant's Annual Report on Form 10-KSB for the fiscal year ended
           August 31, 2001.

     (b)   Registrant's Quarterly Report on Form 10-QSB for the period ended
           November 30, 2001.

     (c)   Registrant's Quarterly Report on Form 10-QSB for the period ended
           February 28, 2002.

     (d)   All other reports filed pursuant to Section 13(a) or 15(d) of the
           Securities Exchange Act of 1934, as amended (the "Exchange Act"),
           since the end of the fiscal year ended August 31, 2001.

     (e)   The section entitled "Description of Registrant's Securities to be
           Registered" contained in the Registrant's Registration Statement on
           Form 8-A, filed on October 15, 1987 pursuant to Section 12(g) of the
           Exchange Act, which Registration Statement incorporates the
           description of the Registrant's Common

                                        4
Stock in its Registration Statement No. 33-16333 which was declared
          effective on October 8, 1987.

     All documents subsequently filed with the Commission by the Registrant
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 herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in 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.   Interest of Named Experts and Counsel.

     Cohan Rasnick Myerson LLP has opined as to the legality of the securities
being offered by this Registration Statement. Peter Myerson, Esquire, a partner
of Cohan Rasnick Myerson LLP serves as clerk of the Registrant and owns 54,552
shares of the Common Stock of the Registrant and has options to purchase 4,000
shares of the Common Stock of the Registrant under the plans being registered
hereby.

Item 6.   Indemnification of Directors and Officers.

     Section 67 of Chapter 156B of the Massachusetts General Laws provides that
a corporation may indemnify its directors and officers to the extent specified
in or authorized by (i) the articles of organization, (ii) a by-law adopted by
the stockholders, or (iii) a vote adopted by the holders of a majority of the
shares of stock entitled to vote on the election of directors. In all instances,
the extent to which a corporation provides indemnification to its directors and
officers under Section 67 is optional. In its Amended Articles of Organization,
the Registrant has provided indemnification to its directors and officers in
specified circumstances. Generally, Article VI of the Registrant's Amended
Articles of Organization indemnifies directors and officers of the Registrant
against liabilities and expenses arising out of legal proceedings brought
against them by reason of their status as directors or officers or by reason of
their agreeing to serve, at the request of the Registrant, as a director or
officer with another organization. Under this provision, a director or officer
of the Registrant shall be indemnified by the Registrant for all costs and
expenses (including attorney's fees), judgments, liabilities and amounts paid in
settlement of such proceedings, even if he is not successful on the merits, if
he acted in good faith in the reasonable belief that his action was in the best
interests of the Registrant. The Registrant's Board of Directors may authorize
advancing litigation expenses to a director or officer at his request upon
receipt of an undertaking by any such director or officer to repay such expenses
if it is ultimately determined that he is not entitled to indemnification for
such expenses.

     The Registrant maintains directors and officers liability insurance for the
benefit of its directors and its officers.

                                        5
Item 7.      Exemption of Registration Claimed.

     Not applicable.

Item 8.      Exhibits.

     Exhibit No.    Description of Exhibit

     Exhibit 4.1    Restated Articles of Organization and By-Laws are
                    incorporated by reference to Exhibit 3 to the Registrant's
                    Registration Statement on Form S-18 (Registration No.
                    2-91218-B) filed on May 18, 1984, which is incorporated
                    herein by reference.

     Exhibit 4.2    Amendment to Articles of Organization are incorporated by
                    reference to Exhibit 3.1(a) of the Registrant's Registration
                    Statement on Form S-1 (Registration No. 33-16333) which
                    became effective on October 8, 1987, which is incorporated
                    herein by reference.

     Exhibit 4.3    Specimen certificate representing the Common Stock of the
                    Registrant filed as Exhibit 4.2 to the Amendment Number 2 to
                    the Registrant's Registration Statement on Form S-1
                    (Registration No. 33-16333) filed on October 1, 1987, which
                    is incorporated herein by reference.

     Exhibit 4.4    Form of Stock Option Plan for the August 1988 Stock Option
                    Plan, the January 1989 Stock Option Plan, the September 1989
                    Stock Option Plan, the June 1990 Stock Option Plan, the
                    August 1990 Stock Option Plan, the July 1992 Stock Option
                    Plan, the October 1993 Stock Option Plan, the May 1994 Stock
                    Option Plan and the September 1995 Stock Option Plan with
                    schedule attached describing the differences among the plans
                    as permitted under Instruction 2 to Item 601 of Regulation
                    S-K.

     Exhibit 4.5    1999 Stock Option Plan is incorporated by reference to the
                    definitive proxy material for the 1999 special meeting in
                    lieu of the annual meeting of shareholders.

     Exhibit 4.6    Form of Employee and Consultant Warrant Agreement with
                    schedule attached describing the differences among the
                    Agreements as permitted under Instruction 2 to Item 601 of
                    Regulation S-K.

     Exhibit 5      Opinion of Cohan Rasnick Myerson LLP.

     Exhibit 23.1   Consent of Cohan Rasnick Myerson LLP (contained in Exhibit
                    5).

                                        6
Exhibit 23.2    Consent of Deloitte & Touche LLP.

         Exhibit 24      Power of Attorney (included as part of the signature
                         page to this Registration Statement).

Item 9.       Undertakings.

         (a)  The undersigned Registrant hereby undertakes:

              (1)  To file, during any period in which offers or sales are being
                   made, a post-effective amendment to this Registration
                   Statement:

                   (i)   To include any prospectus required by Section 10(a)(3)
                         of the Securities Act of 1933;

                   (ii)  To reflect in the prospectus any facts or events
                         arising after the effective date of the Registration
                         Statement (or the most recent post-effective amendment
                         thereof) which, individually or in the aggregate,
                         represent a fundamental change in the information set
                         forth in the Registration Statement. Notwithstanding
                         the foregoing, any increase or decrease in volume of
                         securities offered (if the total dollar value of
                         securities offered would not exceed that which was
                         registered) and any deviation from the low or high and
                         of the estimated maximum offering range may be
                         reflected in the form of prospectus filed with the
                         Commission pursuant to Rule 424(b) if, in the
                         aggregate, the changes in volume and price represent no
                         more than 20 percent change in the maximum aggregate
                         offering price set forth in the "Calculation of
                         Registration Fee" table in the effective 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 (a)(1)(ii) do
                         not apply if the information required to be included in
                         a post-effective amendment by those paragraphs is
                         contained in periodic reports filed with or furnished
                         to the Commission by the Registrant pursuant to Section
                         13 or Section 15(d) of the Securities Exchange Act of
                         1934 that are incorporated by reference in the
                         Registration Statement.

              (2)  That, for the purpose of determining any liability under the
                   Securities Act of 1933, each such post-effective amendment
                   shall be deemed to be a new Registration Statement relating
                   to the securities offered therein, and the offering of such
                   securities at that time shall be deemed to be the initial
                   bona fide offering thereof.

              (3)  To remove from registration by means of a post-effective
                   amendment any of the securities being registered which remain
                   unsold at the termination of the offering.

         (b)  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 Section 15(d) of the Securities

                                        7
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
              Registration Statement relating to the securities offered therein,
              new 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 may be permitted to directors, officers and
              controlling persons of the Registrant pursuant to the foregoing
              provisions, or otherwise, the Registrant has been advised that in
              the opinion of the Securities and Exchange Commission such
              indemnification is against public policy as expressed in the
              Securities Act of 1933 and is, therefore, unenforceable. In the
              event that a claim for indemnification against such liabilities
              (other than the payment by the Registrant of expenses incurred or
              paid by a director, officer or controlling person of the
              Registrant in the successful defense of any action, suit or
              proceeding) is asserted by such director, officer or controlling
              person in connection with the securities being registered, the
              Registrant will, unless in the opinion of its counsel the matter
              has been settled by controlling precedent, submit to a court of
              appropriate jurisdiction the question 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.

                                        8
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 Town of Canton, Commonwealth of Massachusetts, on this second
day of July, 2002.

                                    INTERNATIONAL ELECTRONICS, INC.

                                    By: /s/ John Waldstein
                                       ---------------------------------------
                                          John Waldstein
                                          President, Chief Executive Officer and
                                          Chairman of the Board

                                POWER OF ATTORNEY

         We, the undersigned directors of International Electronics, Inc.,
hereby severally constitute and appoint John Waldstein our true and lawful
attorney, with full power for him to sign for us in our names in the capacities
indicated below, any amendments to this Registration Statement on Form S-8
(including post-effective amendments), and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, and generally to do all things in our names and on our
behalf in our capacities as officers and directors to enable International
Electronics, Inc. to comply with the provisions of the Securities Act of 1933,
as amended, hereby ratifying and confirming our signatures as they may be signed
by our said attorney to said Registration Statement and all amendments thereto.

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

Signature                      Title                             Date

 /s/ John Waldstein            President, Chief Executive        July 2, 2002
--------------------------     Officer, Treasurer, Chief
John Waldstein                 Financial and Accounting
                               Officer, Chairman of the
                               Board and a Director

 /s/ Diane Balcom              Director                          July 2, 2002
--------------------------
Diane Balcom

 /s/ Kenneth Moyes             Director                          July 2, 2002
--------------------------
Kenneth Moyes

 /s/ Heath Paley               Director                          July 2, 2002
--------------------------
Heath Paley

 /s/ Steven Tannenbaum         Director                          July 2, 2002
--------------------------
Steven Tannenbaum

                                       9
EXHIBIT INDEX

Exhibit No.       Description of Exhibit

Exhibit 4.1       Restated Articles of Organization and By-Laws are
                  incorporated by reference to Exhibit 3 to the Registrant's
                  Registration Statement on Form S-18 (Registration No.
                  2-91218-B) filed on May 18, 1984, which is incorporated herein
                  by reference.

Exhibit 4.2       Amendment to Articles of Organization are incorporated by
                  reference to Exhibit 3.1(a) of the Registrant's Registration
                  Statement on Form S-1 (Registration No. 33-16333) which became
                  effective on October 8, 1987, which is incorporated herein by
                  reference.

Exhibit 4.3       Specimen certificate representing the Common Stock of the
                  Registrant filed as Exhibit 4.2 to the Amendment Number 2 to
                  the Registrant's Registration Statement on Form S-1
                  (Registration No. 33-16333) filed on October 1, 1987, which is
                  incorporated herein by reference.

Exhibit 4.4       Form of Stock Option Plan for the August 1988 Stock Option
                  Plan, the January 1989 Stock Option Plan, the September 1989
                  Stock Option Plan, the June 1990 Stock Option Plan, the August
                  1990 Stock Option Plan, the July 1992 Stock Option Plan, the
                  October 1993 Stock Option Plan, the May 1994 Stock Option Plan
                  and the September 1995 Stock Option Plan with schedule
                  attached describing the differences among the plans as
                  permitted under Instruction 2 to Item 601 of Regulation S-K.

Exhibit 4.5       1999 Stock Option Plan is incorporated by reference to the
                  definitive proxy material for the 1999 special meeting in lieu
                  of annual meeting of shareholders.

Exhibit 4.6       Form of Employee and Consultant Warrant Agreement with
                  schedule attached describing the differences among the
                  Agreements as permitted under Instruction 2 to Item 601 of
                  Regulation S-K.

Exhibit 5         Opinion of Cohan Rasnick Myerson LLP.

Exhibit 23.1      Consent of Cohan Rasnick Myerson LLP (contained in Exhibit 5).

Exhibit 23.2      Consent of Deloitte & Touche LLP.

Exhibit 24        Power of Attorney (included as part of the signature page to
                  this Registration Statement).

                                       10