<PAGE>
 
   As filed with the Securities and Exchange Commission on December 16, 1996

                                                                Registration No.


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                ---------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                       Under the Securities Act of 1933

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

                           UNISOURCE WORLDWIDE, INC.
              (exact name of registrant as specified in charter)

           Delaware                                     13-5369500
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

                              825 Duportail Road
                        Wayne, Pennsylvania 19087-5589
              (Address of principal executive offices)(Zip Code)

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

                           UNISOURCE WORLDWIDE, INC.
                               STOCK AWARD PLAN
                           (Full title of the Plan)

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

                                Hugh G. Moulton
           Executive Vice President and Chief Administrative Officer
                           Unisource Worldwide, Inc.
                              825 Duportail Road
                        Wayne, Pennsylvania 19087-5589
                    (Name and address of agent for service)

                                (610) 296-8000
         (Telephone number, including area code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE

<TABLE>  
<CAPTION> 
                                       Proposed      Proposed      
                                       maximum       maximum 
  Title of          Amount             offering      aggregate         Amount of
securities to       to be              price         offering          registration
be registered       registered         per unit*     price*                fee
------------------------------------------------------------------------------------------------
<S>                 <C>                <C>           <C>                 <C> 
Common Stock          100,000          19.50(1)       $1,950,000         $  591
$0.001
par value

------------------------------------------------------------------------------------------------
</TABLE> 

Calculated in accordance with Rule 457 (c) and (h) based upon the December 10, 
1996 closing quotation for when - issued Common Stock on the New York Stock 
Exchange.
<PAGE>
 
                                    PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information
-------------------------

A prospectus setting forth the information required by Part I of Form S-8 will 
be sent or given to participants as specified by Rule 428(b)(1).

Item 2.  Registrant Information and Employee Plan Annual Information
--------------------------------------------------------------------

The documents incorporated by reference in Item 3 Part II of this Form S-8 are 
incorporated by reference in the Section 10(a) prospectus relating to this 
registration statement.  The foregoing documents and all other documents 
required to be delivered to employees pursuant to Rule 428(b) are available 
without charge, upon written or oral request, to Unisource Worldwide, Inc., 825 
Duportail Road, Wayne, PA 19087, Attn: Corporate Communications Department 
(telephone number: (610) 296-8000).

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference
------------------------------------------------

     The Registrant's Registration Statement on Form 10 (effective November 26, 
1996) is incorporated by reference by the Registrant and the Plan in this 
registration statement.

     All documents subsequently filed by the Registrant pursuant to Sections 
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the 
filing of a post-effective amendment indicating that all securities offered 
hereby 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 part thereof from the date of filing of such documents.

Item 4.  Description of Securities
----------------------------------

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel
-----------------------------------------------

     Not Applicable.
<PAGE>
 
Item 6. Indemnification of Directors and Officers
-------------------------------------------------

     The Delaware General Corporation Law (the "DGCL"), under which the 
Registrant is organized, provides that the Registrant may indemnify persons who 
incur certain liabilities or expenses by reason of such persons being or having 
been directors, officers or employees of the Registrant or serving or having 
served in such capacities or similar capacities at the Registrant's request for 
other corporations or entities. Pursuant to the DGCL, the Registrant has 
adopted, as part of its By-Laws, provisions whereby the Registrant shall 
indemnify such persons against such liabilities and expenses resulting from 
suits or other proceedings brought by third persons and against expenses 
resulting from suits or other proceedings brought in the right of the
Registrant. No indemnification against expenses is to be made, however, in
respect of (i) any breach of the director's duty of loyalty to the Registrant or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL, relating to prohibited dividends, distributions and repurchases or
redemptions of stock, or (iv) for any transaction for which the director derives
an improper personal benefit.

     As permitted by law, the Registrant has purchased liability insurance 
policies covering its directors and officers to provide protection where the law
does not allow the Registrant to indemnify a director or officer. The policies 
also provide coverage for indemnifiable expenses, including expenses related to 
claims arising under the Employment Retirement Income Security Act against a 
director or officer based upon an alleged breach of fiduciary duty or other 
wrongful act with respect to an employee benefit plan.

Item 7. Exemption from Registration Claimed
-------------------------------------------

     Not applicable.

Item 8. Exhibits
----------------

     (4)   Rights Agreement, between the Registrant and National City Bank, the
           form of which was filed as Exhibit 2.2 to the Registrant's
           Registration Statement on Form 10 (effective November 26, 1996), is
           incorporated herein by reference.

     (5)   Opinion of Morgan, Lewis & Bockius as to the validity of the 
           securities.

     (23)  Consent of Independent Auditors.

     (99)  Unisource Worldwide, Inc. Stock Award Plan
<PAGE>
 
Item 9. Undertakings
--------------------

        (a)   The 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:

                    (1)   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;

                    (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 registration statement is on Form S-3 or Form S-8, and the information 
required to be included in a post-effective amendment by those paragraphs is 
contained in periodic reports filed by the Registrant pursuant to Section 13 or 
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by 
reference in 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 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
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

               
<PAGE>
 
      (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 expressly 
in the Act and is, therefore, unenforceable. In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
Registrant of expenses incurred or paid by a director, officer or controlling 
person of the Registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered, the Registrant will, unless in 
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such 
indemnification by it is against public policy as expressed in the Act and will 
be governed by the final adjudication of such issue.


<PAGE>
 
                                  SIGNATURES


     The Registrant.  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 Valley Forge, Pennsylvania, on the 13th day of December, 
1996.


                                                       UNISOURCE WORLDWIDE, INC.


Date:  December 13, 1996               By:  /s/ Jack H. Keeney
                                          --------------------------
                                               (Jack H. Keeney)
                                                Vice President-Finance
                                             (Principal Accounting Officer and
                                             Acting Principal Financial Officer)


     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/ Ray B. Mundt           Chairman and Chief             December 13, 1996
--------------------------   Executive Officer
     (Ray B. Mundt)          (Principal Executive Officer)


  /s/ Charles F. White       President and Chief            December 13, 1996 
--------------------------   Operating Officer
     (Charles F. White)


  /s/ Jack H. Keeney         Vice President-Finance         December 13, 1996
--------------------------   (Principal Accounting
     (Jack H. Keeney)        Officer and Acting
                             Principal Financial Officer)


  /s/ John E. Stuart         Sole Director                  December 13, 1996
--------------------------
     (John E. Stuart)



        The Plan.  Pursuant to the requirements of the Securities Act of 1933, 
the trustees (or other persons who administer the employee benefit plan) have 
duly caused this registration statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of Valley Forge, 
Commonwealth of Pennsylvania, on December 13, 1996.



By:  /s/ ALISTAIR McCREE
   --------------------------------------
Name:  (Alistair McCree)
     ---------------------------------
Title:  Director - Unisource Retirement Plans
      ---------------------------------------
<PAGE>
 
                               INDEX TO EXHIBITS


Exhibit
Number                Exhibits
------                --------

(4.1)       Rights Agreement between the Registrant
            and National City Bank, the form of which
            was filed as Exhibit 2.2 to the Registrant's
            Registration Statement on Form 10 (effective
            November 26, 1996), is incorporated herein
            by reference.

(5)         Opinion of Morgan, Lewis & Bockius as to
            the validity of the securities.

(23)        Consent of Independent Auditors.

(99)        Unisource Worldwide, Inc. Stock Award
            Plan.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 14259}]
{"company-data": {"conformed-name": "UNISOURCE WORLDWIDE INC", "cik": "0001027282", "assigned-sic": "5110", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17953", "film-number": "96681361"}, "business-address": {"street1": "825 DUPORTAIL ROAD", "city": "WAYNE", "state": "PA", "zip": "19087", "phone": "6102968000"}}
As filed with the Securities and Exchange Commission on December 16, 1996

                                                                Registration No.

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                ---------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                       Under the Securities Act of 1933

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

                           UNISOURCE WORLDWIDE, INC.
              (exact name of registrant as specified in charter)

           Delaware                                     13-5369500
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

                              825 Duportail Road
                        Wayne, Pennsylvania 19087-5589
              (Address of principal executive offices)(Zip Code)

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

                           UNISOURCE WORLDWIDE, INC.
                               STOCK AWARD PLAN
                           (Full title of the Plan)

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

                                Hugh G. Moulton
           Executive Vice President and Chief Administrative Officer
                           Unisource Worldwide, Inc.
                              825 Duportail Road
                        Wayne, Pennsylvania 19087-5589
                    (Name and address of agent for service)

                                (610) 296-8000
         (Telephone number, including area code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
Proposed      Proposed      
                                       maximum       maximum 
  Title of          Amount             offering      aggregate         Amount of
securities to       to be              price         offering          registration
be registered       registered         per unit*     price*                fee
------------------------------------------------------------------------------------------------
Common Stock          100,000          19.50(1)       $1,950,000         $  591
$0.001
par value

------------------------------------------------------------------------------------------------
Calculated in accordance with Rule 457 (c) and (h) based upon the December 10, 
1996 closing quotation for when - issued Common Stock on the New York Stock 
Exchange.
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information
-------------------------

A prospectus setting forth the information required by Part I of Form S-8 will 
be sent or given to participants as specified by Rule 428(b)(1).

Item 2.  Registrant Information and Employee Plan Annual Information
--------------------------------------------------------------------

The documents incorporated by reference in Item 3 Part II of this Form S-8 are 
incorporated by reference in the Section 10(a) prospectus relating to this 
registration statement.  The foregoing documents and all other documents 
required to be delivered to employees pursuant to Rule 428(b) are available 
without charge, upon written or oral request, to Unisource Worldwide, Inc., 825 
Duportail Road, Wayne, PA 19087, Attn: Corporate Communications Department 
(telephone number: (610) 296-8000).

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference
------------------------------------------------

     The Registrant's Registration Statement on Form 10 (effective November 26, 
1996) is incorporated by reference by the Registrant and the Plan in this 
registration statement.

     All documents subsequently filed by the Registrant pursuant to Sections 
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the 
filing of a post-effective amendment indicating that all securities offered 
hereby 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 part thereof from the date of filing of such documents.

Item 4.  Description of Securities
----------------------------------

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel
-----------------------------------------------

     Not Applicable.
Item 6. Indemnification of Directors and Officers
-------------------------------------------------

     The Delaware General Corporation Law (the "DGCL"), under which the 
Registrant is organized, provides that the Registrant may indemnify persons who 
incur certain liabilities or expenses by reason of such persons being or having 
been directors, officers or employees of the Registrant or serving or having 
served in such capacities or similar capacities at the Registrant's request for 
other corporations or entities. Pursuant to the DGCL, the Registrant has 
adopted, as part of its By-Laws, provisions whereby the Registrant shall 
indemnify such persons against such liabilities and expenses resulting from 
suits or other proceedings brought by third persons and against expenses 
resulting from suits or other proceedings brought in the right of the
Registrant. No indemnification against expenses is to be made, however, in
respect of (i) any breach of the director's duty of loyalty to the Registrant or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL, relating to prohibited dividends, distributions and repurchases or
redemptions of stock, or (iv) for any transaction for which the director derives
an improper personal benefit.

     As permitted by law, the Registrant has purchased liability insurance 
policies covering its directors and officers to provide protection where the law
does not allow the Registrant to indemnify a director or officer. The policies 
also provide coverage for indemnifiable expenses, including expenses related to 
claims arising under the Employment Retirement Income Security Act against a 
director or officer based upon an alleged breach of fiduciary duty or other 
wrongful act with respect to an employee benefit plan.

Item 7. Exemption from Registration Claimed
-------------------------------------------

     Not applicable.

Item 8. Exhibits
----------------

     (4)   Rights Agreement, between the Registrant and National City Bank, the
           form of which was filed as Exhibit 2.2 to the Registrant's
           Registration Statement on Form 10 (effective November 26, 1996), is
           incorporated herein by reference.

     (5)   Opinion of Morgan, Lewis & Bockius as to the validity of the 
           securities.

     (23)  Consent of Independent Auditors.

     (99)  Unisource Worldwide, Inc. Stock Award Plan
Item 9. Undertakings
--------------------

        (a)   The 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:

                    (1)   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;

                    (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 registration statement is on Form S-3 or Form S-8, and the information 
required to be included in a post-effective amendment by those paragraphs is 
contained in periodic reports filed by the Registrant pursuant to Section 13 or 
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by 
reference in 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 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
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c)   Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 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 expressly 
in the Act and is, therefore, unenforceable. In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
Registrant of expenses incurred or paid by a director, officer or controlling 
person of the Registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered, the Registrant will, unless in 
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such 
indemnification by it is against public policy as expressed in the Act and will 
be governed by the final adjudication of such issue.
SIGNATURES

     The Registrant.  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 Valley Forge, Pennsylvania, on the 13th day of December, 
1996.

                                                       UNISOURCE WORLDWIDE, INC.

Date:  December 13, 1996               By:  /s/ Jack H. Keeney
                                          --------------------------
                                               (Jack H. Keeney)
                                                Vice President-Finance
                                             (Principal Accounting Officer and
                                             Acting Principal Financial Officer)

     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/ Ray B. Mundt           Chairman and Chief             December 13, 1996
--------------------------   Executive Officer
     (Ray B. Mundt)          (Principal Executive Officer)

  /s/ Charles F. White       President and Chief            December 13, 1996 
--------------------------   Operating Officer
     (Charles F. White)

  /s/ Jack H. Keeney         Vice President-Finance         December 13, 1996
--------------------------   (Principal Accounting
     (Jack H. Keeney)        Officer and Acting
                             Principal Financial Officer)

  /s/ John E. Stuart         Sole Director                  December 13, 1996
--------------------------
     (John E. Stuart)

        The Plan.  Pursuant to the requirements of the Securities Act of 1933, 
the trustees (or other persons who administer the employee benefit plan) have 
duly caused this registration statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of Valley Forge, 
Commonwealth of Pennsylvania, on December 13, 1996.

By:  /s/ ALISTAIR McCREE
   --------------------------------------
Name:  (Alistair McCree)
     ---------------------------------
Title:  Director - Unisource Retirement Plans
      ---------------------------------------
INDEX TO EXHIBITS

Exhibit
Number                Exhibits
------                --------

(4.1)       Rights Agreement between the Registrant
            and National City Bank, the form of which
            was filed as Exhibit 2.2 to the Registrant's
            Registration Statement on Form 10 (effective
            November 26, 1996), is incorporated herein
            by reference.

(5)         Opinion of Morgan, Lewis & Bockius as to
            the validity of the securities.

(23)        Consent of Independent Auditors.

(99)        Unisource Worldwide, Inc. Stock Award
            Plan.