<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)
                            _______________________
 
           COMPUCOM SYSTEMS, INC. 1993 STOCK OPTION PLAN, AS AMENDED
                           (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
     SECURITIES               AMOUNT                 PROPOSED                 PROPOSED           AMOUNT OF
        TO BE                 TO BE                  MAXIMUM                  MAXIMUM          REGISTRATION
     REGISTERED         REGISTERED (1) (2)           OFFERING                AGGREGATE            FEE (4)
                                                      PRICE                   OFFERING
                                                 PER SHARE (3)(4)           PRICE (3)(4)
--------------------------------------------------------------------------------------------------------------
<S>                       <C>                    <C>                        <C>                <C>  
Common Stock ($0.01
 par value per share)     1,000,000 Shares           $3.40                  $3,400,000            $945
==============================================================================================================
</TABLE>

(1)  The securities to be registered include an aggregate of 1,000,000 shares
     reserved for issuance under the CompuCom Systems, Inc. 1993 Stock Option
     Plan (the "Plan").
(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 Plan is calculated
     to be $3.40, which is the average of the highest and lowest price per
     share of common stock on the Nasdaq National Market on December 15, 1998.
<PAGE>
 
                                    PART I

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

                                    PART II
 
                INFORMATION REQUIRED IN REGISTRATION STATEMENT

     The Registrant has previously filed Registration Statements on Form S-8
(Nos. 33-76382 and 33-63307) with respect to 1,750,000 and 3,000,000 shares of
Common Stock, respectively, to be issued under its 1993 Stock Option Plan.  The
Registrant is filing this Registration Statement to register an additional
1,000,000 shares of Common  Stock for issuance under its 1993 Stock Option Plan,
so that an aggregate of 5,750,000 shares of Common  Stock under its 1993 Stock
Option Plan shall be registered under the Securities Act of 1933.  The
Registrant hereby incorporates by reference in this Registration Statement its
previously filed Registration Statements (Nos. 33-76382 and 33-63307) that
related to the 1993 Stock Option Plan.

ITEM 8.  EXHIBITS.

     (a)  Exhibits.

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

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

       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)

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

                                      II-1
<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:
<TABLE>
<CAPTION>
 
SIGNATURE                            CAPACITY                              DATE
---------                            --------                              ----       
<S>                                  <C>                                   <C>
/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
</TABLE> 

                                      II-2
<PAGE>
 
<TABLE> 
<CAPTION> 

<S>                                  <C>                                   <C> 
/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
</TABLE>

                                      II-3
<PAGE>
 
                               INDEX TO EXHIBITS

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

        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)

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

                                      -1-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 10768}]
{"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": "333-69043", "film-number": "98770738"}, "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)
                            _______________________
 
           COMPUCOM SYSTEMS, INC. 1993 STOCK OPTION PLAN, AS AMENDED
                           (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
     SECURITIES               AMOUNT                 PROPOSED                 PROPOSED           AMOUNT OF
        TO BE                 TO BE                  MAXIMUM                  MAXIMUM          REGISTRATION
     REGISTERED         REGISTERED (1) (2)           OFFERING                AGGREGATE            FEE (4)
                                                      PRICE                   OFFERING
                                                 PER SHARE (3)(4)           PRICE (3)(4)
--------------------------------------------------------------------------------------------------------------
Common Stock ($0.01
 par value per share)     1,000,000 Shares           $3.40                  $3,400,000            $945
==============================================================================================================
(1)  The securities to be registered include an aggregate of 1,000,000 shares
     reserved for issuance under the CompuCom Systems, Inc. 1993 Stock Option
     Plan (the "Plan").
(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 Plan is calculated
     to be $3.40, which is the average of the highest and lowest price per
     share of common stock on the Nasdaq National Market on December 15, 1998.
PART I

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

                                    PART II
 
                INFORMATION REQUIRED IN REGISTRATION STATEMENT

     The Registrant has previously filed Registration Statements on Form S-8
(Nos. 33-76382 and 33-63307) with respect to 1,750,000 and 3,000,000 shares of
Common Stock, respectively, to be issued under its 1993 Stock Option Plan.  The
Registrant is filing this Registration Statement to register an additional
1,000,000 shares of Common  Stock for issuance under its 1993 Stock Option Plan,
so that an aggregate of 5,750,000 shares of Common  Stock under its 1993 Stock
Option Plan shall be registered under the Securities Act of 1933.  The
Registrant hereby incorporates by reference in this Registration Statement its
previously filed Registration Statements (Nos. 33-76382 and 33-63307) that
related to the 1993 Stock Option Plan.

ITEM 8.  EXHIBITS.

     (a)  Exhibits.

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

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

       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)

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

                                      II-1
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-2
/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-3
INDEX TO EXHIBITS

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

        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)

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

                                      -1-