<PAGE>
 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                 ______________________________________________

                             REGISTRATION STATEMENT
                                  ON FORM S-8
                                     Under
                           THE SECURITIES ACT OF 1933
                          COMMISSION FILE NO. 1-12909

                         INTERNATIONAL COMPUTEX, INC.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

           GEORGIA                                         58-1938206
  (State or other jurisdiction                            (IRS Employer
of incorporation or organization)                       Identification No.)


                          International CompuTex, Inc.
                    5500 Interstate North Parkway, Suite 507
                          Atlanta, Georgia 30328-4662
                                 (770) 953-1464
             -----------------------------------------------------
             (Address of registrant's Principal Executive Offices)


                             1996 Stock Option Plan
            1995 Restricted Nonqualified Incentive Stock Option Plan
                           (Full titles of the plans)

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

                                 Henry B. Levi
                            Gambrell & Stolz, L.L.P.
                        Suite 4300, One Peachtree Center
                           303 Peachtree Street, N.E.
                             Atlanta, Georgia 30308
                                (404)  577-6000
                    ---------------------------------------
                    (Name and address of agent for service)


                        Copies of all communications to:
                                 Haim E. Dahan
                            Chief Executive Officer
                          International CompuTex, Inc.
                    5500 Interstate North Parkway, Suite 507
                          Atlanta, Georgia 30328-4662
                                 (770) 953-1464
<TABLE>
<CAPTION>
 
Title of each class                      Proposed maximum      Proposed maximum      Amount of
of securities to be    Amount to be      offering price per    aggregate offering    Registration
registered             registered*       share*                price*                Fee
-------------------------------------------------------------------------------------------------
<S>                    <C>               <C>                   <C>                   <C> 
Common shares             500,000            $ 9.375             $  2,495,109          $756.09
 par value $.001
---------------------
</TABLE> 

* Calculated pursuant to Rule 457(h)(1) solely for purposes of determining the
  amount of the registration fee, based upon the exercise prices of outstanding
  stock options, and as to the balance of the shares, based upon the average of
  the high and low prices reported on July 17, 1997, on the Nasdaq Stock Market.


   The Exhibit Index appears after the Signature Page of this Registration
Statement.
<PAGE>
 
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

       The documents containing the information specified in Part I of this
Registration Statement will be sent or given to option holders under the Plans
as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act"). Such documents are not required to be and are not filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

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

       Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the Plans are available without charge by
contacting:

                                  Ralph Walter
                            Chief Financial Officer
                          International CompuTex, Inc.
                         5500 Interstate North Parkway
                                   Suite 507
                          Atlanta, Georgia 30328-4662
                                 (770) 953-1464
<PAGE>
 
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

       Registrant, International CompuTex, Inc. (the "Company"), hereby
incorporates by reference into this Registration Statement the documents listed
below. In addition, all documents subsequently filed pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents:

       (a) The Company's Prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933, which contains audited financial statements for the
Company's latest fiscal year, and the Company's Registration Statement on Form
8-A filed under the Exchange Act.

       (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the financial
statements referred to in (a) above.

       (c) The description of the Company's Common Stock, which is contained in
the Prospectus referred to in (a) above filed pursuant to Registrant's
Registration Statement on Form SB-2.

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

       Not Applicable.

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

       The validity of the Shares offered hereby will be passed upon for the
Company by Gambrell & Stolz, L.L.P., Suite 4300, One Peachtree Center, 303
Peachtree Street, N.E., Atlanta, Georgia 30308. Attorneys who are partners of or
employed by Gambrell & Stolz, L.L.P. in the aggregate own less than 5,000 Shares
of the Common Stock of the Company.

Item 6.  Indemnification of Directors and Officers.
         ----------------------------------------- 

       The Restated Articles of Incorporation and By-Laws of the Registrant
provide that the Registrant shall indemnify any person to the full extent
permitted by the Georgia Business Corporation Code (the "GBCC"). Sections 14-2-
850-859 of the GBCC, relating to indemnification, are hereby incorporated herein
by reference.
<PAGE>
 
       In accordance with Sections 14-2-830-832 of the GBCC, the Articles of
Incorporation of the Registrant eliminate the personal liability of directors to
the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director with certain limited exceptions.

       Registrant also has entered into agreements with its directors and
executive officers, providing for the indemnification of those directors and
executive officers under certain circumstances.

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

       Not Applicable.

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

Exhibit Number    Description
--------------    -----------

       4.1        1995 Restricted Nonqualified Incentive Stock Option Plan
 
       4.2        International CompuTex, Inc. 1996 Stock Option Plan

       4.3        Forms of Stock Option Agreements

       5          Opinion of Counsel regarding legality

       23.1       Consent of Independent Public Accountants

       23.2       Consent of Counsel (included in Exhibit 5)

       24         Power of Attorney (contained within Signature Page)


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 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.

          (2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Securities Act"), each such post-effective
amendment shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
<PAGE>
 
          (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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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 herein, 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 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 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

       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 City of Atlanta, State of Georgia, on this 17th day of July,
1997.

                                       INTERNATIONAL COMPUTEX, INC.


                                       /S/ Haim E. Dahan
                                       -----------------------
                                       Haim E. Dahan,
                                       Chief Executive Officer


                               POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Haim E. Dahan and Michael J. Galvin, or either of
them, his or her attorney-in-fact, for him or her in any and all capacities, to
sign any amendments to this Registration Statement, and to file the same, with
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitute, may do or cause to be done by virtue
hereof.

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

                                                               Dated
                                                               -----

/S/ Haim E. Dahan              Director and Chief Executive    July 17, 1997
--------------------------     Officer (Principal Executive
Haim E. Dahan                  Officer)


/S/ Michael J. Galvin          Director and Vice President     July 17, 1997
--------------------------     of Research and Development
Michael J. Galvin


/S/ Patricia Tuxbury Salem     Director and Treasurer          July 22, 1997
--------------------------
Patricia Tuxbury Salem


/S/ Ralph Walter               Controller (Chief Financial     July 17, 1997
--------------------------     Officer Principal Accounting
Ralph Walter                   Officer)
<PAGE>
 
                                 EXHIBIT INDEX

Exhibit Number    Description
--------------    -----------

     4.1          1995 Restricted Nonqualified Incentive Stock Option Plan

     4.2          International CompuTex, Inc. 1996 Stock Option Plan

     4.3          Forms of Stock Option Agreements

     5            Opinion of Counsel regarding legality

     23.1         Consent of Independent Public Accountants

     23.2         Consent of Counsel (included in Exhibit 5)

     24           Power of Attorney (contained within Signature Page)
[{"type": "S-8", "sequence": "1", "description": "1996 STOCK OPTION PLAN", "secsgml_size_bytes": 14251}]
{"company-data": {"conformed-name": "INTERNATIONAL COMPUTEX INC", "cik": "0001030681", "assigned-sic": "7372", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31861", "film-number": "97644142"}, "business-address": {"street1": "5500 INTERSTATE NORTH PARKWAY", "street2": "SUITE 507", "city": "ATLANTA", "state": "GA", "zip": "30328", "phone": "7709531464"}, "mail-address": {"street1": "303 PEACHTREE STREET", "street2": "SUITE 4300", "city": "ATLANTA", "state": "GA", "zip": "30308"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                 ______________________________________________

                             REGISTRATION STATEMENT
                                  ON FORM S-8
                                     Under
                           THE SECURITIES ACT OF 1933
                          COMMISSION FILE NO. 1-12909

                         INTERNATIONAL COMPUTEX, INC.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

           GEORGIA                                         58-1938206
  (State or other jurisdiction                            (IRS Employer
of incorporation or organization)                       Identification No.)

                          International CompuTex, Inc.
                    5500 Interstate North Parkway, Suite 507
                          Atlanta, Georgia 30328-4662
                                 (770) 953-1464
             -----------------------------------------------------
             (Address of registrant's Principal Executive Offices)

                             1996 Stock Option Plan
            1995 Restricted Nonqualified Incentive Stock Option Plan
                           (Full titles of the plans)

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

                                 Henry B. Levi
                            Gambrell & Stolz, L.L.P.
                        Suite 4300, One Peachtree Center
                           303 Peachtree Street, N.E.
                             Atlanta, Georgia 30308
                                (404)  577-6000
                    ---------------------------------------
                    (Name and address of agent for service)

                        Copies of all communications to:
                                 Haim E. Dahan
                            Chief Executive Officer
                          International CompuTex, Inc.
                    5500 Interstate North Parkway, Suite 507
                          Atlanta, Georgia 30328-4662
                                 (770) 953-1464
Title of each class                      Proposed maximum      Proposed maximum      Amount of
of securities to be    Amount to be      offering price per    aggregate offering    Registration
registered             registered*       share*                price*                Fee
-------------------------------------------------------------------------------------------------
Common shares             500,000            $ 9.375             $  2,495,109          $756.09
 par value $.001
---------------------
* Calculated pursuant to Rule 457(h)(1) solely for purposes of determining the
  amount of the registration fee, based upon the exercise prices of outstanding
  stock options, and as to the balance of the shares, based upon the average of
  the high and low prices reported on July 17, 1997, on the Nasdaq Stock Market.

   The Exhibit Index appears after the Signature Page of this Registration
Statement.
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

       The documents containing the information specified in Part I of this
Registration Statement will be sent or given to option holders under the Plans
as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act"). Such documents are not required to be and are not filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

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

       Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the Plans are available without charge by
contacting:

                                  Ralph Walter
                            Chief Financial Officer
                          International CompuTex, Inc.
                         5500 Interstate North Parkway
                                   Suite 507
                          Atlanta, Georgia 30328-4662
                                 (770) 953-1464
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

       Registrant, International CompuTex, Inc. (the "Company"), hereby
incorporates by reference into this Registration Statement the documents listed
below. In addition, all documents subsequently filed pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents:

       (a) The Company's Prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933, which contains audited financial statements for the
Company's latest fiscal year, and the Company's Registration Statement on Form
8-A filed under the Exchange Act.

       (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the financial
statements referred to in (a) above.

       (c) The description of the Company's Common Stock, which is contained in
the Prospectus referred to in (a) above filed pursuant to Registrant's
Registration Statement on Form SB-2.

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

       Not Applicable.

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

       The validity of the Shares offered hereby will be passed upon for the
Company by Gambrell & Stolz, L.L.P., Suite 4300, One Peachtree Center, 303
Peachtree Street, N.E., Atlanta, Georgia 30308. Attorneys who are partners of or
employed by Gambrell & Stolz, L.L.P. in the aggregate own less than 5,000 Shares
of the Common Stock of the Company.

Item 6.  Indemnification of Directors and Officers.
         ----------------------------------------- 

       The Restated Articles of Incorporation and By-Laws of the Registrant
provide that the Registrant shall indemnify any person to the full extent
permitted by the Georgia Business Corporation Code (the "GBCC"). Sections 14-2-
850-859 of the GBCC, relating to indemnification, are hereby incorporated herein
by reference.
In accordance with Sections 14-2-830-832 of the GBCC, the Articles of
Incorporation of the Registrant eliminate the personal liability of directors to
the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director with certain limited exceptions.

       Registrant also has entered into agreements with its directors and
executive officers, providing for the indemnification of those directors and
executive officers under certain circumstances.

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

       Not Applicable.

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

Exhibit Number    Description
--------------    -----------

       4.1        1995 Restricted Nonqualified Incentive Stock Option Plan
 
       4.2        International CompuTex, Inc. 1996 Stock Option Plan

       4.3        Forms of Stock Option Agreements

       5          Opinion of Counsel regarding legality

       23.1       Consent of Independent Public Accountants

       23.2       Consent of Counsel (included in Exhibit 5)

       24         Power of Attorney (contained within Signature Page)

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 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.

          (2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Securities Act"), each such post-effective
amendment shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

       (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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 herein, 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 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 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

       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 City of Atlanta, State of Georgia, on this 17th day of July,
1997.

                                       INTERNATIONAL COMPUTEX, INC.

                                       /S/ Haim E. Dahan
                                       -----------------------
                                       Haim E. Dahan,
                                       Chief Executive Officer

                               POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Haim E. Dahan and Michael J. Galvin, or either of
them, his or her attorney-in-fact, for him or her in any and all capacities, to
sign any amendments to this Registration Statement, and to file the same, with
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitute, may do or cause to be done by virtue
hereof.

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

                                                               Dated
                                                               -----

/S/ Haim E. Dahan              Director and Chief Executive    July 17, 1997
--------------------------     Officer (Principal Executive
Haim E. Dahan                  Officer)

/S/ Michael J. Galvin          Director and Vice President     July 17, 1997
--------------------------     of Research and Development
Michael J. Galvin

/S/ Patricia Tuxbury Salem     Director and Treasurer          July 22, 1997
--------------------------
Patricia Tuxbury Salem

/S/ Ralph Walter               Controller (Chief Financial     July 17, 1997
--------------------------     Officer Principal Accounting
Ralph Walter                   Officer)
EXHIBIT INDEX

Exhibit Number    Description
--------------    -----------

     4.1          1995 Restricted Nonqualified Incentive Stock Option Plan

     4.2          International CompuTex, Inc. 1996 Stock Option Plan

     4.3          Forms of Stock Option Agreements

     5            Opinion of Counsel regarding legality

     23.1         Consent of Independent Public Accountants

     23.2         Consent of Counsel (included in Exhibit 5)

     24           Power of Attorney (contained within Signature Page)