<PAGE>
 
   As filed with the Securities and Exchange Commission on December 16, 1998
                                                 Registration No. 333-
 

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            _______________________
 
                                   FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                            _______________________
 
                            COMPUCOM SYSTEMS, INC.
            (Exact name of registrant as specified in its charter)

             DELAWARE                               38-2363156
  (State or other jurisdiction of               (I.R.S. Employer
   incorporation or organization)              Identification No.)

           7171 FOREST LANE
             DALLAS, TEXAS                             75230
(Address of principal executive offices)            (Zip Code)
                            _______________________
 
               STOCK OPTION GRANT AGREEMENT FOR THOMAS C. LYNCH
                           (Full title of the plan)
                            _______________________

                                M. LAZANE SMITH
          SENIOR VICE PRESIDENT, FINANCE AND CHIEF FINANCIAL OFFICER
                            COMPUCOM SYSTEMS, INC.
                               7171 FOREST LANE
                             DALLAS, TEXAS  75230
                    (Name and address of agent for service)

                                (972) 856-3600
         (Telephone number, including area code, of agent for service)
                            _______________________

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
=========================================================================================================== 
      TITLE OF                                        PROPOSED                 PROPOSED           
     SECURITIES               AMOUNT                  MAXIMUM                  MAXIMUM          AMOUNT OF
        TO BE                 TO BE                   OFFERING                AGGREGATE        REGISTRATION
     REGISTERED         REGISTERED (1) (2)             PRICE                   OFFERING           FEE (4)
                                                   PER SHARE (3)(4)           PRICE (3)(4)
-----------------------------------------------------------------------------------------------------------
<S>                    <C>                        <C>                      <C>                <C>
Common Stock ($0.01
 par value per share)    500,000 Shares                 $3.19                   $1,595,000        $444.00
=========================================================================================================== 
</TABLE>

(1)  The securities to be registered include an aggregate of 500,000 shares
     reserved for issuance under the Stock Option Grant Agreement for Thomas C.
     Lynch (the "Agreement").
(2)  Pursuant to Rule 416, this registration statement also covers such
     additional shares as may hereinafter be offered or issued to prevent
     dilution resulting from stock splits, stock dividends, recapitalizations or
     certain other capital adjustments.
(3)  Estimated solely for purpose of calculating the registration fee.
(4)  Calculated pursuant to Rule 457(c) and 457(h).  Accordingly, the price per
     share of common stock offered hereunder pursuant to the Agreement is based
     on 500,000 shares of common stock reserved for issuance under the Agreement
     at an exercise price of $3.19.
<PAGE>
 
                                 PART I

     Information specified in Part I of Form S-8 (Items 1 and 2) will be sent or
given to the Agreement participant as specified by Rule 428(b)(1) under the
Securities Act of 1933.

                                 PART II
 
                INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant hereby incorporates by reference in this registration
statement the following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission"):

         (1) The Company's Annual Report on Form 10-K filed with the Commission
for the fiscal year ended December 31, 1997.

         (2) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998.

         (3) The Company's Current Report on Form 8-K filed with the Commission
on December 8, 1997.

         (4) The description of the Common Stock of the Company set forth in the
registration statement on Form 8-B filed with the Commission on June 21, 1989,
including any amendment or report filed for the purpose of updating such
description.

         All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this registration
statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of the filing of such documents until such time as
there shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145(a) of the Delaware General Corporation Law (the "GCL")
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe this or her conduct was unlawful.

         Section 145(b) of the GCL empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation

                                      II-1
<PAGE>
 
to procure a judgment in its favor by reason of the fact that such person acted
in any of the capacities set forth above, against such expenses actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action or suit if he or she acted under similar standards, except that
no indemnification may be made in respect of any claim, issue or matters as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication but in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnification for such expenses which the
court shall deem proper.

     Section 145(c) of the GCL further provides that, to the extent a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to above or
in the defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.

     Section 145(f) of the GCL provides that the statutory provisions on
indemnification are not exclusive of indemnification provided pursuant to, among
other things, the certificate of incorporation, bylaws or indemnification
agreements. The Certificate of Incorporation and Bylaws of the Company each
contain provisions regarding the indemnification of directors and officers of
the Company. Subject to certain limitations expressed therein, Article IX of the
Company's Certificate of Incorporation provides for the indemnification of the
Company's officers and directors to the fullest extent permitted by the GCL. In
addition, the Bylaws of the Company provide expanded rights to indemnification
beyond the indemnification expressly authorized by the GCL in the following
respects:

     1.   indemnification will be available without regard to the tests
          applicable to the indemnified person's conduct, unless indemnification
          against the particular liability is expressly prohibited by applicable
          law;

     2.   indemnification is expressly authorized against penalties and punitive
          damages, as well as against judgments and amounts paid in settlement
          of derivative suits; and

     3.   under certain circumstances, expenses incurred by a director in
          defending a third party or corporate proceeding are required to be
          paid by the corporation on behalf of such director.

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

ITEM 8.  EXHIBITS.

         (a)  Exhibits.

          The following documents are filed as a part of this registration
          statement.

    Exhibit   Description of Exhibit
    -------   ----------------------

     4.1      Stock Option Grant Agreement for Thomas C. Lynch

     5.1      Opinion of Jenkens & Gilchrist, a Professional Corporation

     23.1     Consent of Jenkens & Gilchrist, a Professional Corporation
              (included in opinion filed as Exhibit 5.1 hereto)

     23.2     Consent of KPMG Peat Marwick LLP

     24       Power of Attorney (included with signature page of this
              Registration Statement)

                                      II-2
<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 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 Dallas, State of Texas, on December 16, 1998:

                                COMPUCOM SYSTEMS, INC.

                                By: /s/ M. Lazane Smith
                                    -------------------
                                    M. Lazane Smith
                                    Senior Vice President, Finance and Chief
                                    Financial Officer (Chief Accounting Officer)

                                 POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints M. Lazane Smith and Edward R.
Anderson, and each of them, each with full power to act without the other, his
true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities, to sign any or all amendments to this Registration
Statement, and to file the same with all exhibits thereto and other documents in
connection therewith, with the Commission, granting unto each of said attorneys-
in-fact and agents full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith, as fully
to all intents and purposes as he might or could do in person hereby ratifying
and confirming that each of said attorneys-in-fact and agents or his substitutes
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 included:

 
SIGNATURE                            CAPACITY                    DATE
------------------------  ------------------------------  ------------------

/s/ Edward R. Anderson    President, Chief Executive      December 16, 1998
------------------------  Officer (Principal Executive
Edward R. Anderson         Officer) and Director

 
/s/ M. Lazane Smith       Senior Vice President, Finance  December 16, 1998
------------------------  and Chief Financial Officer
M. Lazane Smith           (Principal Accounting Officer)


/s/ Thomas C. Lynch       Executive Vice President        December 16, 1998
------------------------  Chief Operating Officer and
Thomas C. Lynch           Director    
                              

/s/ Donald R. Caldwell    Director                        December 16, 1998
------------------------                                                     
Donald R. Caldwell


/s/ Michael J. Emmi       Director                        December 16, 1998
------------------------                                                     
Michael J. Emmi


/s/ Richard F. Ford       Director                        December 16, 1998
------------------------                                                     
Richard F. Ford


/s/ Delbert W. Johnson    Director                        December 16, 1998
------------------------                                                     
Delbert W. Johnson

                                      II-3
<PAGE>
 
/s/ John D. Loewenberg    Director                        December 16, 1998
------------------------                                                     
John D. Loewenberg


/s/ John C. Maxwell, III  Director                        December 16, 1998
------------------------                                                     
John C. Maxwell, III


/s/ Warren V. Musser      Director                        December 16, 1998
------------------------                                                     
Warren V. Musser


/s/ Edward N. Patrone     Director                        December 16, 1998
------------------------                                                     
Edward N. Patrone

                                      II-4
<PAGE>
 
                                 INDEX TO EXHIBITS

    Exhibit    Description of Exhibit
    -------    ----------------------

     4.1        Stock Option Grant Agreement for Thomas C. Lynch

     5.1        Opinion of Jenkens & Gilchrist, a Professional Corporation

     23.1       Consent of Jenkens & Gilchrist, a Professional Corporation
                (included in opinion filed as Exhibit 5.1 hereto)

     23.2       Consent of KPMG Peat Marwick LLP

     24         Power of Attorney (included with signature page of this
                Registration Statement)

                                      II-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15545}]
{"company-data": {"conformed-name": "COMPUCOM SYSTEMS INC", "cik": "0000736291", "assigned-sic": "5045", "irs-number": "382363156", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69051", "film-number": "98770781"}, "business-address": {"street1": "7171 FOREST LN", "city": "DALLAS", "state": "TX", "zip": "75230", "phone": "2142653600"}, "mail-address": {"street1": "7171 FOREST LN", "city": "DALLAS", "state": "TX", "zip": "75230"}, "former-company": {"former-conformed-name": "MACHINE VISION INTERNATIONAL CORP", "date-changed": "19871117"}}
As filed with the Securities and Exchange Commission on December 16, 1998
                                                 Registration No. 333-
 

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            _______________________
 
                                   FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                            _______________________
 
                            COMPUCOM SYSTEMS, INC.
            (Exact name of registrant as specified in its charter)

             DELAWARE                               38-2363156
  (State or other jurisdiction of               (I.R.S. Employer
   incorporation or organization)              Identification No.)

           7171 FOREST LANE
             DALLAS, TEXAS                             75230
(Address of principal executive offices)            (Zip Code)
                            _______________________
 
               STOCK OPTION GRANT AGREEMENT FOR THOMAS C. LYNCH
                           (Full title of the plan)
                            _______________________

                                M. LAZANE SMITH
          SENIOR VICE PRESIDENT, FINANCE AND CHIEF FINANCIAL OFFICER
                            COMPUCOM SYSTEMS, INC.
                               7171 FOREST LANE
                             DALLAS, TEXAS  75230
                    (Name and address of agent for service)

                                (972) 856-3600
         (Telephone number, including area code, of agent for service)
                            _______________________

                        CALCULATION OF REGISTRATION FEE
=========================================================================================================== 
      TITLE OF                                        PROPOSED                 PROPOSED           
     SECURITIES               AMOUNT                  MAXIMUM                  MAXIMUM          AMOUNT OF
        TO BE                 TO BE                   OFFERING                AGGREGATE        REGISTRATION
     REGISTERED         REGISTERED (1) (2)             PRICE                   OFFERING           FEE (4)
                                                   PER SHARE (3)(4)           PRICE (3)(4)
-----------------------------------------------------------------------------------------------------------
Common Stock ($0.01
 par value per share)    500,000 Shares                 $3.19                   $1,595,000        $444.00
===========================================================================================================
(1)  The securities to be registered include an aggregate of 500,000 shares
     reserved for issuance under the Stock Option Grant Agreement for Thomas C.
     Lynch (the "Agreement").
(2)  Pursuant to Rule 416, this registration statement also covers such
     additional shares as may hereinafter be offered or issued to prevent
     dilution resulting from stock splits, stock dividends, recapitalizations or
     certain other capital adjustments.
(3)  Estimated solely for purpose of calculating the registration fee.
(4)  Calculated pursuant to Rule 457(c) and 457(h).  Accordingly, the price per
     share of common stock offered hereunder pursuant to the Agreement is based
     on 500,000 shares of common stock reserved for issuance under the Agreement
     at an exercise price of $3.19.
PART I

     Information specified in Part I of Form S-8 (Items 1 and 2) will be sent or
given to the Agreement participant as specified by Rule 428(b)(1) under the
Securities Act of 1933.

                                 PART II
 
                INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant hereby incorporates by reference in this registration
statement the following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission"):

         (1) The Company's Annual Report on Form 10-K filed with the Commission
for the fiscal year ended December 31, 1997.

         (2) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998.

         (3) The Company's Current Report on Form 8-K filed with the Commission
on December 8, 1997.

         (4) The description of the Common Stock of the Company set forth in the
registration statement on Form 8-B filed with the Commission on June 21, 1989,
including any amendment or report filed for the purpose of updating such
description.

         All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this registration
statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of the filing of such documents until such time as
there shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145(a) of the Delaware General Corporation Law (the "GCL")
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe this or her conduct was unlawful.

         Section 145(b) of the GCL empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation

                                      II-1
to procure a judgment in its favor by reason of the fact that such person acted
in any of the capacities set forth above, against such expenses actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action or suit if he or she acted under similar standards, except that
no indemnification may be made in respect of any claim, issue or matters as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication but in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnification for such expenses which the
court shall deem proper.

     Section 145(c) of the GCL further provides that, to the extent a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to above or
in the defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.

     Section 145(f) of the GCL provides that the statutory provisions on
indemnification are not exclusive of indemnification provided pursuant to, among
other things, the certificate of incorporation, bylaws or indemnification
agreements. The Certificate of Incorporation and Bylaws of the Company each
contain provisions regarding the indemnification of directors and officers of
the Company. Subject to certain limitations expressed therein, Article IX of the
Company's Certificate of Incorporation provides for the indemnification of the
Company's officers and directors to the fullest extent permitted by the GCL. In
addition, the Bylaws of the Company provide expanded rights to indemnification
beyond the indemnification expressly authorized by the GCL in the following
respects:

     1.   indemnification will be available without regard to the tests
          applicable to the indemnified person's conduct, unless indemnification
          against the particular liability is expressly prohibited by applicable
          law;

     2.   indemnification is expressly authorized against penalties and punitive
          damages, as well as against judgments and amounts paid in settlement
          of derivative suits; and

     3.   under certain circumstances, expenses incurred by a director in
          defending a third party or corporate proceeding are required to be
          paid by the corporation on behalf of such director.

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

ITEM 8.  EXHIBITS.

         (a)  Exhibits.

          The following documents are filed as a part of this registration
          statement.

    Exhibit   Description of Exhibit
    -------   ----------------------

     4.1      Stock Option Grant Agreement for Thomas C. Lynch

     5.1      Opinion of Jenkens & Gilchrist, a Professional Corporation

     23.1     Consent of Jenkens & Gilchrist, a Professional Corporation
              (included in opinion filed as Exhibit 5.1 hereto)

     23.2     Consent of KPMG Peat Marwick LLP

     24       Power of Attorney (included with signature page of this
              Registration Statement)

                                      II-2
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 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 Dallas, State of Texas, on December 16, 1998:

                                COMPUCOM SYSTEMS, INC.

                                By: /s/ M. Lazane Smith
                                    -------------------
                                    M. Lazane Smith
                                    Senior Vice President, Finance and Chief
                                    Financial Officer (Chief Accounting Officer)

                                 POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints M. Lazane Smith and Edward R.
Anderson, and each of them, each with full power to act without the other, his
true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities, to sign any or all amendments to this Registration
Statement, and to file the same with all exhibits thereto and other documents in
connection therewith, with the Commission, granting unto each of said attorneys-
in-fact and agents full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith, as fully
to all intents and purposes as he might or could do in person hereby ratifying
and confirming that each of said attorneys-in-fact and agents or his substitutes
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 included:

 
SIGNATURE                            CAPACITY                    DATE
------------------------  ------------------------------  ------------------

/s/ Edward R. Anderson    President, Chief Executive      December 16, 1998
------------------------  Officer (Principal Executive
Edward R. Anderson         Officer) and Director

 
/s/ M. Lazane Smith       Senior Vice President, Finance  December 16, 1998
------------------------  and Chief Financial Officer
M. Lazane Smith           (Principal Accounting Officer)

/s/ Thomas C. Lynch       Executive Vice President        December 16, 1998
------------------------  Chief Operating Officer and
Thomas C. Lynch           Director    
                              

/s/ Donald R. Caldwell    Director                        December 16, 1998
------------------------                                                     
Donald R. Caldwell

/s/ Michael J. Emmi       Director                        December 16, 1998
------------------------                                                     
Michael J. Emmi

/s/ Richard F. Ford       Director                        December 16, 1998
------------------------                                                     
Richard F. Ford

/s/ Delbert W. Johnson    Director                        December 16, 1998
------------------------                                                     
Delbert W. Johnson

                                      II-3
/s/ John D. Loewenberg    Director                        December 16, 1998
------------------------                                                     
John D. Loewenberg

/s/ John C. Maxwell, III  Director                        December 16, 1998
------------------------                                                     
John C. Maxwell, III

/s/ Warren V. Musser      Director                        December 16, 1998
------------------------                                                     
Warren V. Musser

/s/ Edward N. Patrone     Director                        December 16, 1998
------------------------                                                     
Edward N. Patrone

                                      II-4
INDEX TO EXHIBITS

    Exhibit    Description of Exhibit
    -------    ----------------------

     4.1        Stock Option Grant Agreement for Thomas C. Lynch

     5.1        Opinion of Jenkens & Gilchrist, a Professional Corporation

     23.1       Consent of Jenkens & Gilchrist, a Professional Corporation
                (included in opinion filed as Exhibit 5.1 hereto)

     23.2       Consent of KPMG Peat Marwick LLP

     24         Power of Attorney (included with signature page of this
                Registration Statement)

                                      II-5