<PAGE>
 
   As filed with the Securities and Exchange Commission on April 8, 1994,
                   Registration No. 33-___________________


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                          PARTECH HOLDINGS CORPORATION
             (Exact name of registrant as specified in its charter)

              Delaware                                        31-1166419
    (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                           I.D. Number) 

 3366 Riverside Drive, Suite 200, Columbus, Ohio                43221
   (Address of principal executive offices)                   (Zip Code)


                             CONSULTANT CONTRACT
                            (Full title of plan)

                               Paul Weinberger
             Vice President, Controller and Assistant Treasurer
                        Partech Holdings Corporation
                       3366 Riverside Drive, Suite 200
                            Columbus, Ohio 43221
          (Name, address and telephone number of agent for service)


<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE
 
                                                                    PROPOSED
                                                                     MAXIMUM       PROPOSED
                                                       AMOUNT       OFFERING       MAXIMUM        AMOUNT OF
           TITLE OF SECURITIES TO                      TO BE        PRICE PER     AGGREGATE      REGISTRATION
               BE REGISTERED                         REGISTERED       SHARE         PRICE            FEE
<S>                                                  <C>            <C>           <C>            <C>
Common Stock, par value $0.05 per share (1)             100,000       $0.8125     $81,250.00       $28.02
Common Stock, par value $0.05 per share (1)              75,000       $  1.00     $75,000.00       $25.86

 Total (2).......................................................................................  $53.88
</TABLE>
 
                CALCULATION OF REGISTRATION FEE - NOTES THERETO

(1)  The Company is to issue options to purchase 100,000 shares for $0.8125 per
     share and options to purchase 75,000 shares for $1.00 per share pursuant
     to a compensation arrangement with a consultant. The offering price per
     share is calculated pursuant to Rule 457(h), utilizing the exercise price
     of the options hereof.

(2)  Pursuant to Section 6(b) of the Securities Act of 1933 the minimum fee
     shall not be less than $100.00. Therefore, the Company is paying the
     required minimum.

     Approximate date of proposed sale pursuant to the plan:  As soon as
practicable after the Registration Statement becomes effective, as and when
options are exercised.

This registration statement, including all exhibits and attachments, consists of
22 pages.

The exhibit index is on page 5.
<PAGE>
 
                                    PART II

Item 3. Incorporation of Certain Documents by Reference.

     The following documents which are filed with the Securities and Exchange
Commission are incorporated herein by reference in the registration statement
hereof:

  (a)  The Company's latest annual report on Form 10-K, or, if the financial
       statements therein are more current, the Company's latest prospectus,
       other than the prospectus of which this document is a part, filed
       pursuant to Rule 424(b) or (c) of the Securities Exchange Commission
       under the Securities Act of 1933.

  (b)  All other reports filed by the Company pursuant to sections 13(a) or 
       15(d) of the Securities Exchange Act of 1934 since the end of the fiscal
       year covered by the annual report or the prospectus referred to in (a)
       above.

  (c)  The descriptions of the Company's $0.05 par value common stock which is
       contained in the Company's registration statements filed under section 12
       of the Securities Exchange Act of 1934, including any amendment(s)
       thereto or reports filed for the purpose of updating such descriptions.

  (d)  All documents subsequently filed by the Company pursuant to Sections
       13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior
       to the filing of a post-effective amendment to the registration statement
       which indicates that all of the shares of common stock offered have been
       sold or which deregisters all of such shares then remaining unsold, shall
       be deemed to be incorporated by reference in the registration statement
       and to be a part hereof from the date of filing of such documents. Any
       statement contained in a document incorporated or deemed to be
       incorporated by reference herein shall be deemed to be modified or
       superseded for purposes of this registration statement to the extent that
       a statement contained 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.

Item 4.  Description of Securities.

  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

  Not applicable.

Item 6.  Indemnification of Officers and Directors.
 
  (a)  Section 145 of the Delaware Code Annotated, the jurisdiction in which the
       Company is incorporated, provides, under certain circumstances, for the
       indemnification of directors or officers of a Delaware corporation for
       expenses in connection with the defense of any action, suit or proceeding
       in relation to certain matters, brought against them as such directors
       and officers.

  (b)  Article Eighth of the Restated Certificate of Incorporation of Partech
       Holdings Corporation provides for Indemnification of the Partech's
       executive officers and directors. The Restated Certificate of
       Incorporation of Partech Holdings Corporation is filed herewith as
       Exhibit 3.3.

Item 7.  Exemption From Registration Claimed.

  Not applicable.

Item 8.  Exhibits.

     The exhibit index is filed on page 5 of the registration statement.

                                     Page 2
<PAGE>
 
Item 9.  Undertakings.

   The undersigned Company hereby undertakes:

  (1)  To file, during any period in which offers or sales are being made, a
       post-effective amendment to this registration statement: (i) to include
       any prospectus required by Section 10(a)(3) of the Securities Act of
       1933; (ii) to reflect in the prospectus any facts or events arising after
       the effective date of the registration statement (or the most recent 
       post-effective amendment thereof) which, individually or in the
       aggregate, represent a fundamental change in the information set forth in
       the registration statement; and (iii) to include any material information
       with respect to the plan of distribution not previously disclosed in the
       registration statement or any material change to such information in the
       registration statement.

       (a)  Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply 
            if the information required to be included in a post-effective
            amendment by those paragraphs is contained in periodic reports filed
            by the Company pursuant to Section 13 or Section 15(d) of the
            Securities Exchange Act of 1934 that are incorporated by reference
            in the registration statement.

  (2)  That, for the purpose of determining any liability under the Securities
       Act of 1933, each such post-effective amendment shall be deemed to be a
       new registration statement relating to the securities offered therein,
       and the offering of such securities at that time shall be deemed to be
       the initial bona fide offering thereof.

  (3)  To remove from registration by means of a post-effective amendment any of
       the securities being registered which remain unsold when all options that
       have been and may be granted under the plan shall have expired or
       terminated, have been exercised or cancelled, or upon termination of the
       offering.

  (4)  That, for purposes of determining any liability under the Securities Act
       of 1933, each filing of the Company's annual report pursuant to Section
       13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
       applicable, each filing of the annual report for the Partech Holdings
       Corporation 1989 Incentive Stock Option Plan and Partech Holdings
       Corporation 1989 Stock Option and Stock Appreciation Rights Plan pursuant
       to Section 15(d) of the Securities Exchange Act of 1934) that is
       incorporated by reference in the registration statement shall be deemed
       to be a new registration statement relating to the securities offered
       therein, and the offering of such securities at that time shall be deemed
       to be the initial bona fide offering thereof.

  (5)  Insofar as indemnification for liabilities arising under the Securities
       Act of 1933 may be permitted to directors, officers and controlling
       persons of the Company pursuant to the provisions described heretofore,
       or otherwise, the Company 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 of 1933 and is, therefore,
       unenforceable. In the event that a claim for indemnification against such
       liabilities (other than the payment by the Company of expenses incurred
       or paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of
       its counsel the matter has been settled by controlling preceding, submit
       to a court of appropriate jurisdiction the question whether such
       indemnification by them is against public policy as expressed in the
       Securities Act of 1933 and will be governed by the final adjudication of
       such issue.

                                     Page 3
<PAGE>
 
     Pursuant to the requirements of the Securities Exchange Act of 1933, the
Company 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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Columbus, the State of Ohio, on this
7th day of April, 1994.

                                  Partech Holdings Corporation



                                  By            /s/ JOHN E. RAYL
                                     ----------------------------------------
                                     John E. Rayl, Chief Executive Officer


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

<TABLE> 
<CAPTION> 
             SIGNATURE                                    TITLE                               DATE
<S>                                          <C>                                           <C> 
          /s/ JOHN E. RAYL                   Chairman, Chief Executive Officer,            April 7, 1994
- ----------------------------------------     President, Treasurer, Director and       
           John E. Rayl                      Principal Financial Officer              
                                                                                      
                                                                                      
      /s/ THOMAS E. REYNOLDS                 Vice President, Secretary, Assistant          April 7, 1994  
- ----------------------------------------     Treasurer and Director                   
        Thomas E. Reynolds                                                            

                                                                                      
- ----------------------------------------     Director                                      April 7, 1994
       Reverend Jerry K. Rayl                                                         
                                                                                      
                                                                                      
     /s/ PAUL R. WEINBERGER                  Vice President, Controller and Assistant      April 7, 1994
- ----------------------------------------     Treasurer 
       Paul R. Weinberger                    
</TABLE> 

                                     Page 4
<PAGE>
 
<TABLE> 
<CAPTION> 
                               INDEX TO EXHIBITS
<C>            <S> 
Exhibit 3.1    Bylaws filed as Exhibit 2 to Form 10, Commission File No. 014361
               filed on March 28, 1986 is incorporated herein by reference.

Exhibit 3.3    Restated Certificate of Incorporation of Partech Holdings
               Corporation dated January 25, 1994, incorporated herein by
               reference to Exhibit 3.3 to Form 10-Q for the fiscal quarter
               ended January 31, 1994, Commission File No. 014361.

Exhibit 4.1    Instruments Defining the Rights of Security Holders filed as
               Exhibit 3 to Form 10, Commission File No. 014361 filed on March
               28, 1986 is incorporated herein by reference.

Exhibit 4.2    Form of Common Share Certificate of Partech Holdings Corporation,
               incorporated herein by reference to Exhibit B, to Form 8-K, dated
               March 13, 1992, Commission File No. 014361.

Exhibit 10.52  Agreement to Grant Options between Partech Holdings Corporation
               and M.S. Farrell & Company, Inc. dated April 6, 1994, filed
               herewith as Exhibit 10.52.

Exhibit 10.53  Consulting Agreement between Partech Holdings Corporation and
               M.S. Farrell & Company, Inc. dated November 13, 1992, filed
               herewith as Exhibit 10.53.

Exhibit 20     Letter between Partech Holdings Corporation and M.S. Farrell &
               Company, Inc. dated April 6, 1994, filed herewith as Exhibit 20.

Exhibit 23.6   Consent of Hausser + Taylor filed herewith as Exhibit 23.6.
</TABLE> 

                                     Page 5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 14987}]
{"company-data": {"conformed-name": "PARTECH HOLDINGS CORP", "cik": "0000791027", "assigned-sic": "7377", "irs-number": "311166419", "state-of-incorporation": "DE", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-53033", "film-number": "94521092"}, "business-address": {"street1": "3366 RIVERSIDE DR STE 200", "city": "COLUMBUS", "state": "OH", "zip": "43221", "phone": "6145380660"}, "mail-address": {"street1": "3366 RIVERSIDE DRIVE", "street2": "SUITE 200", "city": "COLUMBUS", "state": "OH", "zip": "43221"}}
As filed with the Securities and Exchange Commission on April 8, 1994,
                   Registration No. 33-___________________

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                          PARTECH HOLDINGS CORPORATION
             (Exact name of registrant as specified in its charter)

              Delaware                                        31-1166419
    (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                           I.D. Number) 

 3366 Riverside Drive, Suite 200, Columbus, Ohio                43221
   (Address of principal executive offices)                   (Zip Code)

                             CONSULTANT CONTRACT
                            (Full title of plan)

                               Paul Weinberger
             Vice President, Controller and Assistant Treasurer
                        Partech Holdings Corporation
                       3366 Riverside Drive, Suite 200
                            Columbus, Ohio 43221
          (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
 
                                                                    PROPOSED
                                                                     MAXIMUM       PROPOSED
                                                       AMOUNT       OFFERING       MAXIMUM        AMOUNT OF
           TITLE OF SECURITIES TO                      TO BE        PRICE PER     AGGREGATE      REGISTRATION
               BE REGISTERED                         REGISTERED       SHARE         PRICE            FEE
Common Stock, par value $0.05 per share (1)             100,000       $0.8125     $81,250.00       $28.02
Common Stock, par value $0.05 per share (1)              75,000       $  1.00     $75,000.00       $25.86

 Total (2).......................................................................................  $53.88
CALCULATION OF REGISTRATION FEE - NOTES THERETO

(1)  The Company is to issue options to purchase 100,000 shares for $0.8125 per
     share and options to purchase 75,000 shares for $1.00 per share pursuant
     to a compensation arrangement with a consultant. The offering price per
     share is calculated pursuant to Rule 457(h), utilizing the exercise price
     of the options hereof.

(2)  Pursuant to Section 6(b) of the Securities Act of 1933 the minimum fee
     shall not be less than $100.00. Therefore, the Company is paying the
     required minimum.

     Approximate date of proposed sale pursuant to the plan:  As soon as
practicable after the Registration Statement becomes effective, as and when
options are exercised.

This registration statement, including all exhibits and attachments, consists of
22 pages.

The exhibit index is on page 5.
PART II

Item 3. Incorporation of Certain Documents by Reference.

     The following documents which are filed with the Securities and Exchange
Commission are incorporated herein by reference in the registration statement
hereof:

  (a)  The Company's latest annual report on Form 10-K, or, if the financial
       statements therein are more current, the Company's latest prospectus,
       other than the prospectus of which this document is a part, filed
       pursuant to Rule 424(b) or (c) of the Securities Exchange Commission
       under the Securities Act of 1933.

  (b)  All other reports filed by the Company pursuant to sections 13(a) or 
       15(d) of the Securities Exchange Act of 1934 since the end of the fiscal
       year covered by the annual report or the prospectus referred to in (a)
       above.

  (c)  The descriptions of the Company's $0.05 par value common stock which is
       contained in the Company's registration statements filed under section 12
       of the Securities Exchange Act of 1934, including any amendment(s)
       thereto or reports filed for the purpose of updating such descriptions.

  (d)  All documents subsequently filed by the Company pursuant to Sections
       13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior
       to the filing of a post-effective amendment to the registration statement
       which indicates that all of the shares of common stock offered have been
       sold or which deregisters all of such shares then remaining unsold, shall
       be deemed to be incorporated by reference in the registration statement
       and to be a part hereof from the date of filing of such documents. Any
       statement contained in a document incorporated or deemed to be
       incorporated by reference herein shall be deemed to be modified or
       superseded for purposes of this registration statement to the extent that
       a statement contained 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.

Item 4.  Description of Securities.

  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

  Not applicable.

Item 6.  Indemnification of Officers and Directors.
 
  (a)  Section 145 of the Delaware Code Annotated, the jurisdiction in which the
       Company is incorporated, provides, under certain circumstances, for the
       indemnification of directors or officers of a Delaware corporation for
       expenses in connection with the defense of any action, suit or proceeding
       in relation to certain matters, brought against them as such directors
       and officers.

  (b)  Article Eighth of the Restated Certificate of Incorporation of Partech
       Holdings Corporation provides for Indemnification of the Partech's
       executive officers and directors. The Restated Certificate of
       Incorporation of Partech Holdings Corporation is filed herewith as
       Exhibit 3.3.

Item 7.  Exemption From Registration Claimed.

  Not applicable.

Item 8.  Exhibits.

     The exhibit index is filed on page 5 of the registration statement.

                                     Page 2
Item 9.  Undertakings.

   The undersigned Company hereby undertakes:

  (1)  To file, during any period in which offers or sales are being made, a
       post-effective amendment to this registration statement: (i) to include
       any prospectus required by Section 10(a)(3) of the Securities Act of
       1933; (ii) to reflect in the prospectus any facts or events arising after
       the effective date of the registration statement (or the most recent 
       post-effective amendment thereof) which, individually or in the
       aggregate, represent a fundamental change in the information set forth in
       the registration statement; and (iii) to include any material information
       with respect to the plan of distribution not previously disclosed in the
       registration statement or any material change to such information in the
       registration statement.

       (a)  Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply 
            if the information required to be included in a post-effective
            amendment by those paragraphs is contained in periodic reports filed
            by the Company pursuant to Section 13 or Section 15(d) of the
            Securities Exchange Act of 1934 that are incorporated by reference
            in the registration statement.

  (2)  That, for the purpose of determining any liability under the Securities
       Act of 1933, each such post-effective amendment shall be deemed to be a
       new registration statement relating to the securities offered therein,
       and the offering of such securities at that time shall be deemed to be
       the initial bona fide offering thereof.

  (3)  To remove from registration by means of a post-effective amendment any of
       the securities being registered which remain unsold when all options that
       have been and may be granted under the plan shall have expired or
       terminated, have been exercised or cancelled, or upon termination of the
       offering.

  (4)  That, for purposes of determining any liability under the Securities Act
       of 1933, each filing of the Company's annual report pursuant to Section
       13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
       applicable, each filing of the annual report for the Partech Holdings
       Corporation 1989 Incentive Stock Option Plan and Partech Holdings
       Corporation 1989 Stock Option and Stock Appreciation Rights Plan pursuant
       to Section 15(d) of the Securities Exchange Act of 1934) that is
       incorporated by reference in the registration statement shall be deemed
       to be a new registration statement relating to the securities offered
       therein, and the offering of such securities at that time shall be deemed
       to be the initial bona fide offering thereof.

  (5)  Insofar as indemnification for liabilities arising under the Securities
       Act of 1933 may be permitted to directors, officers and controlling
       persons of the Company pursuant to the provisions described heretofore,
       or otherwise, the Company 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 of 1933 and is, therefore,
       unenforceable. In the event that a claim for indemnification against such
       liabilities (other than the payment by the Company of expenses incurred
       or paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of
       its counsel the matter has been settled by controlling preceding, submit
       to a court of appropriate jurisdiction the question whether such
       indemnification by them is against public policy as expressed in the
       Securities Act of 1933 and will be governed by the final adjudication of
       such issue.

                                     Page 3
Pursuant to the requirements of the Securities Exchange Act of 1933, the
Company 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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Columbus, the State of Ohio, on this
7th day of April, 1994.

                                  Partech Holdings Corporation

                                  By            /s/ JOHN E. RAYL
                                     ----------------------------------------
                                     John E. Rayl, Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                    TITLE                               DATE
/s/ JOHN E. RAYL                   Chairman, Chief Executive Officer,            April 7, 1994
- ----------------------------------------     President, Treasurer, Director and       
           John E. Rayl                      Principal Financial Officer              
                                                                                      
                                                                                      
      /s/ THOMAS E. REYNOLDS                 Vice President, Secretary, Assistant          April 7, 1994  
- ----------------------------------------     Treasurer and Director                   
        Thomas E. Reynolds                                                            

                                                                                      
- ----------------------------------------     Director                                      April 7, 1994
       Reverend Jerry K. Rayl                                                         
                                                                                      
                                                                                      
     /s/ PAUL R. WEINBERGER                  Vice President, Controller and Assistant      April 7, 1994
- ----------------------------------------     Treasurer 
       Paul R. Weinberger
Page 4
INDEX TO EXHIBITS
Exhibit 3.1    Bylaws filed as Exhibit 2 to Form 10, Commission File No. 014361
               filed on March 28, 1986 is incorporated herein by reference.

Exhibit 3.3    Restated Certificate of Incorporation of Partech Holdings
               Corporation dated January 25, 1994, incorporated herein by
               reference to Exhibit 3.3 to Form 10-Q for the fiscal quarter
               ended January 31, 1994, Commission File No. 014361.

Exhibit 4.1    Instruments Defining the Rights of Security Holders filed as
               Exhibit 3 to Form 10, Commission File No. 014361 filed on March
               28, 1986 is incorporated herein by reference.

Exhibit 4.2    Form of Common Share Certificate of Partech Holdings Corporation,
               incorporated herein by reference to Exhibit B, to Form 8-K, dated
               March 13, 1992, Commission File No. 014361.

Exhibit 10.52  Agreement to Grant Options between Partech Holdings Corporation
               and M.S. Farrell & Company, Inc. dated April 6, 1994, filed
               herewith as Exhibit 10.52.

Exhibit 10.53  Consulting Agreement between Partech Holdings Corporation and
               M.S. Farrell & Company, Inc. dated November 13, 1992, filed
               herewith as Exhibit 10.53.

Exhibit 20     Letter between Partech Holdings Corporation and M.S. Farrell &
               Company, Inc. dated April 6, 1994, filed herewith as Exhibit 20.

Exhibit 23.6   Consent of Hausser + Taylor filed herewith as Exhibit 23.6.
Page 5