<PAGE>
 
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 14, 1999.
                                            REGISTRATION NO. 333-_______________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------
                                        
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                                EASYRIDERS, INC.
               (Exact name of issuer as specified in its charter)

             DELAWARE                                   33-0811505
  (State of other jurisdiction of        (I.R.S. Employer Identification No.)
 incorporation or organization)

              28210 DOROTHY DRIVE, AGOURA HILLS, CALIFORNIA 91301
              (Address of principal executive offices) (Zip Code)

                   EASYRIDERS, INC. AMENDED AND RESTATED 1998
                     EXECUTIVE INCENTIVE COMPENSATION PLAN
                            (Full title of the plan)

                               J. ROBERT FABREGAS
                  CFO, Executive Vice President and Secretary
                                EASYRIDERS, INC.
                              28210 Dorothy Drive
                         Agoura Hills, California 91301
                                 (818) 889-8740
           (Name, address and telephone number of agent for service)

  The Commission is requested to send copies of all orders, communications and
                                  notices to:

                              BRENT COSTELLO, ESQ.
                  KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP
                      1999 Avenue of the Stars, Suite 1600
                         Los Angeles, California 90067

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                      Proposed       Proposed
Title of                                              Maximum        Maximum 
Securities                            Amount          Offering       Aggregate      Amount of
to be                                 to be           Price Per      Offering     Registration
Registered                      Registered (1) (2)  Share (1) (2)  Price (1) (2)   Fee (1) (2)
----------                      ------------------  -------------  -------------  -------------
<S>                             <C>                 <C>            <C>            <C>
Common Stock,
Par Value $.001 per share          40,500            $6.00         $  243,000     $   67.55   
                                  587,500            $5.00         $2,937,500     $  816.63   
                                   25,000            $2.25         $   56,250     $   15.64   
                                   75,000            $2.0625       $  154,688     $   43.00   
                                1,152,000            $1.75         $2,016,000     $  560.45   
                                  200,000            $3.08         $  616,000     $  171.25   
                                  720,000            $1.56         $1,123,200     $  312.25   
                                                                   -------------  -------------
                                                                   $7,146,638     $1,986.77  
</TABLE>

________________________
(1) These amounts have been estimated in accordance with Rule 457(c) and 457(h)
    solely for the purpose of calculating the Registration Fee, and have been
    determined according to the following offering price information: 40,500
    shares of Common Stock are reserved for issuance pursuant to options granted
    under the Company's Amended and Restated 1998 Executive Incentive
    Compensation Plan (the "Plan") at an exercise price of $6.00 per share;
    587,500 shares of Common Stock are reserved for issuance pursuant to options
    granted under the Plan at an exercise price of $5.00 per share; 25,000
    shares of Common Stock are reserved for issuance pursuant to options granted
    under the Plan at an exercise price of $2.25 per share; 75,000 shares of
    Common Stock are reserved for issuance pursuant to options granted under the
    Plan at an exercise price of $2.06 per share; 1,152,000 shares of Common
    Stock are reserved for issuance pursuant to options granted under the Plan
    at an exercise price of $1.75 per share; 200,000 shares of Common Stock were
    granted under the Plan to an employee of the Company for services rendered
    to the Company and the Proposed Maximum Offering Price Per Share for such
    shares is assumed to be $3.08 per share, the estimated fair value of the
    shares at the date of issuance; pursuant to Rule 457(h), for all shares of
    Common Stock being registered hereunder with an exercise price which cannot
    be determined (720,000), the Proposed Maximum Offering Price Per Share is
    $1.56, which is the average of the high and low prices of the Common Stock
    reported on the American Stock Exchange on May 6, 1999.
(2) This Registration Statement also covers such undeterminable number of
    additional shares of the Registrant's Common Stock as may become issuable in
    the event certain anti-dilution provisions contained in the options granted
    under the Company's 1998 Executive Incentive Compensation Plan become
    operative.  No additional registration fee is included for these shares.
Exhibit Index begins on page II-6.
<PAGE>
 
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

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

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

*   The documents containing the information specified in this Part I have been
    or will be sent or given to optionees as specified by Rule 428(b)(1)
    promulgated under the Securities Act of 1933, as amended (the "Act"). Such
    documents 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 promulgated
    under the 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 Act. Copies of all documents incorporated by reference
    in Item 3 of Part II of this Form S-8 (other than exhibits to such documents
    unless such exhibits are specifically incorporated by reference herein), as
    well as other documents required to be delivered to employees pursuant to
    Rule 428(b), will be provided without charge to each person, including any
    beneficial owner, on the written or oral request of such person made to
    Easyriders, Inc., 28210 Dorothy Drive, Agoura Hills, California 91301,
    Attention: J. Robert Fabregas, CFO, Executive Vice President and Secretary,
    Telephone: (818) 889-8740.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

    The following documents heretofore filed by Easyriders, Inc. (the "Company")
with the Commission are hereby incorporated by reference in this Registration
Statement:

    1.    The Company's Prospectus filed September 11, 1998 relating to the
          Registration Statement on Form S-4 filed with the Commission on July
          6, 1998 (File No. 333-58501), as amended on August 28, 1998.

    2.    The Company's Current Report on Form 8-K filed on October 8, 1998.

    3.    Annual Report of the Company on Form 10-K for the year ended December
          31, 1998.

    4.    Annual Report of the Company on Form 10-K/A for the year ended
          December 31, 1998.

    5.    The description of the Common Stock contained in Item 1 of the
          Company's Form 8-A for a Registration of Certain Classes of Securities
          filed with the Commission pursuant to Section 12(b) of the Exchange
          Act on September 23, 1998.

    All documents filed by the Company or the Plan with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, after the date of this Registration Statement and prior to the filing
of a post-effective amendment indicating that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference herein and shall be part hereof from the date of
the filing of such documents.  Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

                                      II-1
<PAGE>
 
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 Company's Certificate of Incorporation provides that the personal
liability of the directors of the Company shall be limited to the fullest extent
permitted by the provisions of Section 102(b)(7) of the General Corporation Law
of the State of Delaware (the "DGCL").  Section 102(b)(7) of the DGCL generally
provides that no director shall be liable personally to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
however, the Certificate of Incorporation does not eliminate the liability of a
director for (i) any breach of the director's duty of loyalty to the Company or
its stockholders; (ii) acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law; (iii) acts or omissions in
respect of certain unlawful dividend payments or stock redemptions or
repurchases; or (iv) any transaction from which such director derives an
improper personal benefit.  The effect of this provision is to eliminate the
rights of the Company and its stockholders (through stockholder's derivatives
suits on behalf of the Company) to recover monetary damages against a director
for breach of his or her fiduciary duty of care as a director (including
breaches resulting from negligent or grossly negligent behavior) except in the
situations described in clauses (i) through (iv) above. The limitations
summarized above, however, do not affect the ability of the Company or its
stockholders to seek nonmonetary remedies, such as injunction or rescission,
against a director for breach of his or her fiduciary duty. Insofar as
indemnification for liabilities arising under the Securities Act of 1933, as
amended (the "Securities Act") may be permitted to directors, officers, or
persons controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities and Exchange
Commission (the "Commission"), such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

   In addition, the Certificate of Incorporation of the Company provides that
the Company shall, to the fullest extent permitted by Section 145 of the DGCL,
indemnify all persons whom it may indemnify pursuant to Section 145 of the DGCL.
Section 145 of the DGCL permits a company to indemnify an officer or director
who was or is a party or is threatened to be made a party to any proceeding
because of his or her position, if the officer or director 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 Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

   The Company's Certificate of Incorporation, (the "Charter"), provides that
the Company shall, to the fullest extent permitted by applicable law, indemnify
any person who was or is a party or is threatened to be made a party to any
action, suit or proceeding of the type described above by reason of the fact
that he or she is or was or has agreed to become a director or officer of the
Company, or is serving at the request of the Company as director or officer of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, provided that with respect to any action, suit or proceeding
initiated by a director or officer, the Company shall indemnify such director of
officer only if the action, suit or proceeding was authorized by the Company's
Board of Directors or is a suit for enforcement of rights to indemnification or
advancement of expenses in accordance with the procedure therefor prescribed in
the Charter.  The Charter also provides that the expenses of directors and
officers incurred as a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
shall be paid by the Company as they are incurred and in advance of the final
disposition of the action, suit or proceeding, provided that if applicable law
so requires, the advance payment of expenses shall be made only upon receipt by
the Company of an undertaking by or on behalf of the director or officer to
repay all amounts so advanced in the event it is ultimately determined by a
final decision, order or decree of a court of competent jurisdiction that the
director or officer is not entitled to be indemnified for such expenses under
the Charter.

                                      II-2
<PAGE>
 
   The Company currently maintains an insurance policy which, within the limits
and subject to the terms and conditions thereof, covers certain expenses and
liabilities that may be incurred by directors and officers in connection with or
as a consequence of certain actions, suits or proceedings that may be brought
against them as a result of an act or omission committed or suffered while
acting as a director or officer of the Company.

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

   Not Applicable.

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

   See Index to Exhibits on page II-6.

Item 9.   Undertakings
          ------------

   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, as amended, 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.

   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (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, as amended) 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.

   Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended 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 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.

                                      II-3
<PAGE>
 
                                  SIGNATURES


   Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Agoura Hills, State of California, on this 7th day of
May, 1999.


                                 Easyriders, Inc.
         

                                 By: /s/ J. Robert Fabregas
                                     ---------------------------------
                                     J. Robert Fabregas
                                     CFO, Executive Vice President
                                     and Secretary.

                                      II-4
<PAGE>
 
                               POWER OF ATTORNEY

   Each person whose signature appears below constitutes and appoints J. Robert
Fabregas and William E. Prather his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign any or all
amendments and post-effective amendments to this Registration Statement, and to
file the same, with all Exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

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

Name                            Capacity                         Date
                        
                        
/s/ John E. Martin              Chairman of the Board            May 7, 1999
----------------------- 
John E. Martin          
                        
                        
/s/ William E. Prather          President and                    May 7, 1999
----------------------- 
William E. Prather              Chief Executive Officer
                        
                        
/s/ J. Robert Fabregas          CFO, Executive Vice President    May 7, 1999
----------------------- 
J. Robert Fabregas              and Secretary
                                (Principal Financial and
                                Accounting Officer)
                        
/s/ Daniel J. Gallery           Director                         May 7, 1999
----------------------- 
Daniel J. Gallery       
                        
                        
/s/ Wayne L. Knyal              Director                         May 7, 1999
----------------------- 
Wayne L. Knyal          
                        
                        
/s/ Joseph Teresi               Director                         May 7, 1999
----------------------- 
Joseph Teresi           
                        
                        
/s/ Robert Davis                Director                         May 7, 1999
----------------------- 
Robert Davis            
                        
                        
/s/ Ellen Meagher               Director                         May 7, 1999
----------------------- 
Ellen Meagher           
                        
                        
/s/ Joseph J. Jacobs            Director                         May 7, 1999
-----------------------         
Joseph J. Jacobs

                                      II-5
<PAGE>
 
                               INDEX TO EXHIBITS
                               -----------------
 
Exhibit No.             Description of Exhibit                  Reference
-------------     ----------------------------------      ---------------------
                                                     
   4.1            Registrant's Amended and                Filed herewith
                  Restated 1998 Executive Incentive  
                  Compensation Plan                  
                                                     
   5              Opinion of Kaye, Scholer, Fierman,      Filed herewith
                  Hays & Handler, LLP                
                                                     
   23.1           Consent of Kaye, Scholer, Fierman,      Included in Exhibit 5
                  Hays & Handler, LLP                
                                                     
   23.2           Consent of Deloitte & Touche LLP        Filed herewith
                                                     
   23.3           Consent of Jones, Jensen & Company      Filed herewith
 

                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23123}]
{"company-data": {"conformed-name": "EASYRIDERS INC", "cik": "0001065253", "assigned-sic": "2721", "irs-number": "330811505", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78413", "film-number": "99621232"}, "business-address": {"street1": "28210 DOROTHY DRIVE", "city": "AGOURA HILLS", "state": "CA", "zip": "91301", "phone": "8188898740"}, "mail-address": {"street1": "28210 DOROTHY DRIVE", "city": "AGOURA HILLS", "state": "CA", "zip": "91301"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 14, 1999.
                                            REGISTRATION NO. 333-_______________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------
                                        
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                                EASYRIDERS, INC.
               (Exact name of issuer as specified in its charter)

             DELAWARE                                   33-0811505
  (State of other jurisdiction of        (I.R.S. Employer Identification No.)
 incorporation or organization)

              28210 DOROTHY DRIVE, AGOURA HILLS, CALIFORNIA 91301
              (Address of principal executive offices) (Zip Code)

                   EASYRIDERS, INC. AMENDED AND RESTATED 1998
                     EXECUTIVE INCENTIVE COMPENSATION PLAN
                            (Full title of the plan)

                               J. ROBERT FABREGAS
                  CFO, Executive Vice President and Secretary
                                EASYRIDERS, INC.
                              28210 Dorothy Drive
                         Agoura Hills, California 91301
                                 (818) 889-8740
           (Name, address and telephone number of agent for service)

  The Commission is requested to send copies of all orders, communications and
                                  notices to:

                              BRENT COSTELLO, ESQ.
                  KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP
                      1999 Avenue of the Stars, Suite 1600
                         Los Angeles, California 90067

                        CALCULATION OF REGISTRATION FEE
Proposed       Proposed
Title of                                              Maximum        Maximum 
Securities                            Amount          Offering       Aggregate      Amount of
to be                                 to be           Price Per      Offering     Registration
Registered                      Registered (1) (2)  Share (1) (2)  Price (1) (2)   Fee (1) (2)
----------                      ------------------  -------------  -------------  -------------
Common Stock,
Par Value $.001 per share          40,500            $6.00         $  243,000     $   67.55   
                                  587,500            $5.00         $2,937,500     $  816.63   
                                   25,000            $2.25         $   56,250     $   15.64   
                                   75,000            $2.0625       $  154,688     $   43.00   
                                1,152,000            $1.75         $2,016,000     $  560.45   
                                  200,000            $3.08         $  616,000     $  171.25   
                                  720,000            $1.56         $1,123,200     $  312.25   
                                                                   -------------  -------------
                                                                   $7,146,638     $1,986.77
________________________
(1) These amounts have been estimated in accordance with Rule 457(c) and 457(h)
    solely for the purpose of calculating the Registration Fee, and have been
    determined according to the following offering price information: 40,500
    shares of Common Stock are reserved for issuance pursuant to options granted
    under the Company's Amended and Restated 1998 Executive Incentive
    Compensation Plan (the "Plan") at an exercise price of $6.00 per share;
    587,500 shares of Common Stock are reserved for issuance pursuant to options
    granted under the Plan at an exercise price of $5.00 per share; 25,000
    shares of Common Stock are reserved for issuance pursuant to options granted
    under the Plan at an exercise price of $2.25 per share; 75,000 shares of
    Common Stock are reserved for issuance pursuant to options granted under the
    Plan at an exercise price of $2.06 per share; 1,152,000 shares of Common
    Stock are reserved for issuance pursuant to options granted under the Plan
    at an exercise price of $1.75 per share; 200,000 shares of Common Stock were
    granted under the Plan to an employee of the Company for services rendered
    to the Company and the Proposed Maximum Offering Price Per Share for such
    shares is assumed to be $3.08 per share, the estimated fair value of the
    shares at the date of issuance; pursuant to Rule 457(h), for all shares of
    Common Stock being registered hereunder with an exercise price which cannot
    be determined (720,000), the Proposed Maximum Offering Price Per Share is
    $1.56, which is the average of the high and low prices of the Common Stock
    reported on the American Stock Exchange on May 6, 1999.
(2) This Registration Statement also covers such undeterminable number of
    additional shares of the Registrant's Common Stock as may become issuable in
    the event certain anti-dilution provisions contained in the options granted
    under the Company's 1998 Executive Incentive Compensation Plan become
    operative.  No additional registration fee is included for these shares.
Exhibit Index begins on page II-6.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

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

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

*   The documents containing the information specified in this Part I have been
    or will be sent or given to optionees as specified by Rule 428(b)(1)
    promulgated under the Securities Act of 1933, as amended (the "Act"). Such
    documents 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 promulgated
    under the 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 Act. Copies of all documents incorporated by reference
    in Item 3 of Part II of this Form S-8 (other than exhibits to such documents
    unless such exhibits are specifically incorporated by reference herein), as
    well as other documents required to be delivered to employees pursuant to
    Rule 428(b), will be provided without charge to each person, including any
    beneficial owner, on the written or oral request of such person made to
    Easyriders, Inc., 28210 Dorothy Drive, Agoura Hills, California 91301,
    Attention: J. Robert Fabregas, CFO, Executive Vice President and Secretary,
    Telephone: (818) 889-8740.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

    The following documents heretofore filed by Easyriders, Inc. (the "Company")
with the Commission are hereby incorporated by reference in this Registration
Statement:

    1.    The Company's Prospectus filed September 11, 1998 relating to the
          Registration Statement on Form S-4 filed with the Commission on July
          6, 1998 (File No. 333-58501), as amended on August 28, 1998.

    2.    The Company's Current Report on Form 8-K filed on October 8, 1998.

    3.    Annual Report of the Company on Form 10-K for the year ended December
          31, 1998.

    4.    Annual Report of the Company on Form 10-K/A for the year ended
          December 31, 1998.

    5.    The description of the Common Stock contained in Item 1 of the
          Company's Form 8-A for a Registration of Certain Classes of Securities
          filed with the Commission pursuant to Section 12(b) of the Exchange
          Act on September 23, 1998.

    All documents filed by the Company or the Plan with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, after the date of this Registration Statement and prior to the filing
of a post-effective amendment indicating that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference herein and shall be part hereof from the date of
the filing of such documents.  Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

                                      II-1
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 Company's Certificate of Incorporation provides that the personal
liability of the directors of the Company shall be limited to the fullest extent
permitted by the provisions of Section 102(b)(7) of the General Corporation Law
of the State of Delaware (the "DGCL").  Section 102(b)(7) of the DGCL generally
provides that no director shall be liable personally to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
however, the Certificate of Incorporation does not eliminate the liability of a
director for (i) any breach of the director's duty of loyalty to the Company or
its stockholders; (ii) acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law; (iii) acts or omissions in
respect of certain unlawful dividend payments or stock redemptions or
repurchases; or (iv) any transaction from which such director derives an
improper personal benefit.  The effect of this provision is to eliminate the
rights of the Company and its stockholders (through stockholder's derivatives
suits on behalf of the Company) to recover monetary damages against a director
for breach of his or her fiduciary duty of care as a director (including
breaches resulting from negligent or grossly negligent behavior) except in the
situations described in clauses (i) through (iv) above. The limitations
summarized above, however, do not affect the ability of the Company or its
stockholders to seek nonmonetary remedies, such as injunction or rescission,
against a director for breach of his or her fiduciary duty. Insofar as
indemnification for liabilities arising under the Securities Act of 1933, as
amended (the "Securities Act") may be permitted to directors, officers, or
persons controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities and Exchange
Commission (the "Commission"), such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

   In addition, the Certificate of Incorporation of the Company provides that
the Company shall, to the fullest extent permitted by Section 145 of the DGCL,
indemnify all persons whom it may indemnify pursuant to Section 145 of the DGCL.
Section 145 of the DGCL permits a company to indemnify an officer or director
who was or is a party or is threatened to be made a party to any proceeding
because of his or her position, if the officer or director 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 Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

   The Company's Certificate of Incorporation, (the "Charter"), provides that
the Company shall, to the fullest extent permitted by applicable law, indemnify
any person who was or is a party or is threatened to be made a party to any
action, suit or proceeding of the type described above by reason of the fact
that he or she is or was or has agreed to become a director or officer of the
Company, or is serving at the request of the Company as director or officer of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, provided that with respect to any action, suit or proceeding
initiated by a director or officer, the Company shall indemnify such director of
officer only if the action, suit or proceeding was authorized by the Company's
Board of Directors or is a suit for enforcement of rights to indemnification or
advancement of expenses in accordance with the procedure therefor prescribed in
the Charter.  The Charter also provides that the expenses of directors and
officers incurred as a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
shall be paid by the Company as they are incurred and in advance of the final
disposition of the action, suit or proceeding, provided that if applicable law
so requires, the advance payment of expenses shall be made only upon receipt by
the Company of an undertaking by or on behalf of the director or officer to
repay all amounts so advanced in the event it is ultimately determined by a
final decision, order or decree of a court of competent jurisdiction that the
director or officer is not entitled to be indemnified for such expenses under
the Charter.

                                      II-2
The Company currently maintains an insurance policy which, within the limits
and subject to the terms and conditions thereof, covers certain expenses and
liabilities that may be incurred by directors and officers in connection with or
as a consequence of certain actions, suits or proceedings that may be brought
against them as a result of an act or omission committed or suffered while
acting as a director or officer of the Company.

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

   Not Applicable.

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

   See Index to Exhibits on page II-6.

Item 9.   Undertakings
          ------------

   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, as amended, 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.

   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (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, as amended) 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.

   Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended 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 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.

                                      II-3
SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Agoura Hills, State of California, on this 7th day of
May, 1999.

                                 Easyriders, Inc.
         

                                 By: /s/ J. Robert Fabregas
                                     ---------------------------------
                                     J. Robert Fabregas
                                     CFO, Executive Vice President
                                     and Secretary.

                                      II-4
POWER OF ATTORNEY

   Each person whose signature appears below constitutes and appoints J. Robert
Fabregas and William E. Prather his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign any or all
amendments and post-effective amendments to this Registration Statement, and to
file the same, with all Exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

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

Name                            Capacity                         Date
                        
                        
/s/ John E. Martin              Chairman of the Board            May 7, 1999
----------------------- 
John E. Martin          
                        
                        
/s/ William E. Prather          President and                    May 7, 1999
----------------------- 
William E. Prather              Chief Executive Officer
                        
                        
/s/ J. Robert Fabregas          CFO, Executive Vice President    May 7, 1999
----------------------- 
J. Robert Fabregas              and Secretary
                                (Principal Financial and
                                Accounting Officer)
                        
/s/ Daniel J. Gallery           Director                         May 7, 1999
----------------------- 
Daniel J. Gallery       
                        
                        
/s/ Wayne L. Knyal              Director                         May 7, 1999
----------------------- 
Wayne L. Knyal          
                        
                        
/s/ Joseph Teresi               Director                         May 7, 1999
----------------------- 
Joseph Teresi           
                        
                        
/s/ Robert Davis                Director                         May 7, 1999
----------------------- 
Robert Davis            
                        
                        
/s/ Ellen Meagher               Director                         May 7, 1999
----------------------- 
Ellen Meagher           
                        
                        
/s/ Joseph J. Jacobs            Director                         May 7, 1999
-----------------------         
Joseph J. Jacobs

                                      II-5
INDEX TO EXHIBITS
                               -----------------
 
Exhibit No.             Description of Exhibit                  Reference
-------------     ----------------------------------      ---------------------
                                                     
   4.1            Registrant's Amended and                Filed herewith
                  Restated 1998 Executive Incentive  
                  Compensation Plan                  
                                                     
   5              Opinion of Kaye, Scholer, Fierman,      Filed herewith
                  Hays & Handler, LLP                
                                                     
   23.1           Consent of Kaye, Scholer, Fierman,      Included in Exhibit 5
                  Hays & Handler, LLP                
                                                     
   23.2           Consent of Deloitte & Touche LLP        Filed herewith
                                                     
   23.3           Consent of Jones, Jensen & Company      Filed herewith
 

                                      II-6