As filed with the Securities and Exchange Commission on April 19, 2001
                                                           Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

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

                           PARAGON TECHNOLOGIES, INC.
               (Exact Name of Registrant as Specified in Charter)


         PENNSYLVANIA                                        22-1643428
(State or other jurisdiction of                     (IRS employer identification
incorporation or organization)                                 number)


                                600 Kuebler Road
                           Easton, Pennsylvania 18040
                                 (610) 252-3205
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)


                          1997 Equity Compensation Plan
                            (Full title of the Plan)

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

                               Ronald J. Semanick
                             Chief Financial Officer
                           Paragon Technologies, Inc.
                                600 Kuebler Road
                           Easton, Pennsylvania 18040
                                 (610) 252-3205
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                    COPY TO:
                           Jeffery P. Libson, Esquire
                               Pepper Hamilton LLP
                         1235 Westlakes Drive, Suite 400
                         Berwyn, Pennsylvania 19312-2401
                                 (610) 640-7800


                                     - 1 -
<PAGE>



<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

====================================================================================================================
                                                 Proposed Maximum        Proposed Maximum
 Title of Securities to      Amount to Be       Offering Price Per      Aggregate Offering           Amount of
      Be Registered          Registered(1)           Share(2)                Price(2)           Registration Fee (2)
--------------------------------------------------------------------------------------------------------------------
 <S>                            <C>                   <C>                  <C>                         <C>
 Common Stock, par value
     $1.00 per share            300,000               $7.60                $2,280,000                  $570
====================================================================================================================
<FN>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this  Registration
Statement also covers such  additional  shares as may  hereinafter be offered or
issued to  prevent  dilution  resulting  from  stock  splits,  stock  dividends,
recapitalization or certain other capital  adjustments.
(2) Calculated  pursuant to Rule 457(h) under the Securities Act of 1933,  based
upon the  average  of the high and low sale  prices of the  Registrant's  Common
Stock reported on the American Stock Exchange on April 17, 2001.
</FN>
</TABLE>


                                      - 2 -
<PAGE>



This  registration  statement  is filed solely to reflect an increase of 300,000
shares of our common stock which are  reserved for our 1997 Equity  Compensation
Plan, as amended and restated.  In accordance with General Instruction E to Form
S-8  and  except  as  noted  below,   we  incorporate  by  reference  into  this
registration  statement  the  contents  of  our  registration  statement  number
333-36397 filed on September 25, 1997.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         The exhibit list is amended to read in its entirety as follows:
<TABLE>
<CAPTION>
         Exhibit Number      Description
         --------------      -----------
         <S>                 <C>
         5                   Opinion of Pepper Hamilton LLP

         23.1                Consent of KPMG LLP

         23.2                Consent of KPMG LLP relating to SI/BAKER, INC.

         23.3                Consent of Pepper Hamilton LLP (included in its opinion filed as Exhibit 5 hereto)

         24                  Power of Attorney (included on the Signature Page of this Registration Statement)

         99                  1997 Equity Compensation Plan, as amended and restated (1)

----------------------
<FN>
(1)      Filed as Annex A to the Registrant's proxy statement filed on July 14, 2000
         (File No. 001-15729)
</FN>
</TABLE>



                                      - 3 -
<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 Easton, Pennsylvania on April 19, 2001.

                                           Paragon Technologies, Inc.

                                           By /s/ William R. Johnson
                                           -----------------------
                                           William R. Johnson
                                           President and Chief Executive Officer



                                POWER OF ATTORNEY

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1933, as
amended,  this  Registration  Statement  has been signed below by the  following
persons  in the  capacities  and on  the  dates  indicated.  Each  person  whose
signature  appears  below in so signing  also makes,  constitutes  and  appoints
Ronald J.  Semanick and William R. Johnson,  and each of them acting alone,  his
true and lawful  attorney-in-fact and agent, with full power of substitution and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to execute and cause to be filed with the  Securities  and Exchange
Commission  any  and  all  amendments  and  post-effective  amendments  to  this
Registration  Statement  and a  related  registration  statement  that  is to be
effective upon filing  pursuant to Rule 462(b) under the Securities Act of 1933,
and in each case to file the same, with all exhibits thereto and other documents
in  connection  therewith,  and  hereby  ratifies  and  confirms  all that  said
attorney-in-fact  or his substitute or substitutes 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.

<TABLE>
<CAPTION>
         Signature                            Title                                      Date
         ---------                            -----                                      ----
<S>                         <C>                                                      <C>
/s/ Elmer D. Gates          Chairman of the Board of Directors                       April 19, 2001
-------------------------
Elmer D. Gates

/s/ William R. Johnson      President, Chief Executive Officer and Director          April 19, 2001
-------------------------   (Principal Executive Officer)
William R. Johnson

/s/ Ronald J. Semanick      Vice President, Chief Financial Officer and Treasurer    April 19, 2001
-------------------------   (Principal Financial and Accounting Officer)
Ronald J. Semanick

/s/ Leon C. Kirschner       Corporate Vice President,                                April 19, 2001
-------------------------   President of Ermanco Incorporated and Director
Leon C. Kirschner

/s/ L. Jack Bradt           Director                                                 April 19, 2001
-------------------------
L. Jack Bradt

/s/ Michael J. Gausling     Director                                                 April 19, 2001
-------------------------
Michael J. Gausling

/s/ Steven Shulman          Director                                                 April 19, 2001
-------------------------
Steven Shulman
</TABLE>



                                      - 4 -
<PAGE>



Exhibit Index

<TABLE>
<CAPTION>
Exhibit Number               Description
--------------               -----------
<S>                          <C>
5                            Opinion of Pepper Hamilton LLP

23.1                         Consent of KPMG LLP

23.2                         Consent of KPMG LLP relating to SI/BAKER, INC.

23.3                         Consent of Pepper Hamilton LLP (included in its opinion filed as Exhibit 5 hereto)

24                           Power of Attorney (included on the Signature Page of this Registration Statement)

99                           1997 Equity Compensation Plan, as amended and restated (1)

----------------------
<FN>
(1)      Filed as Annex A to the Registrant's proxy statement filed on July 14, 2000
         (File No. 001-15729)
</FN>
</TABLE>












                                      - 5 -
[{"type": "S-8", "sequence": "1", "filename": "s8-401.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 9800}]
{"company-data": {"conformed-name": "PARAGON TECHNOLOGIES INC", "cik": "0000090045", "assigned-sic": "3530", "irs-number": "221643428", "state-of-incorporation": "PA", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59226", "film-number": "1606649"}, "business-address": {"street1": "600 KUEBLER ROAD", "city": "EASTON", "state": "PA", "zip": "18040", "phone": "6102527321"}, "mail-address": {"street1": "P O BOX 70", "city": "EASTON", "state": "PA", "zip": "18040"}, "former-company": {"former-conformed-name": "SI HANDLING SYSTEMS INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on April 19, 2001
                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

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

                           PARAGON TECHNOLOGIES, INC.
               (Exact Name of Registrant as Specified in Charter)

         PENNSYLVANIA                                        22-1643428
(State or other jurisdiction of                     (IRS employer identification
incorporation or organization)                                 number)

                                600 Kuebler Road
                           Easton, Pennsylvania 18040
                                 (610) 252-3205
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                          1997 Equity Compensation Plan
                            (Full title of the Plan)

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

                               Ronald J. Semanick
                             Chief Financial Officer
                           Paragon Technologies, Inc.
                                600 Kuebler Road
                           Easton, Pennsylvania 18040
                                 (610) 252-3205
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                    COPY TO:
                           Jeffery P. Libson, Esquire
                               Pepper Hamilton LLP
                         1235 Westlakes Drive, Suite 400
                         Berwyn, Pennsylvania 19312-2401
                                 (610) 640-7800

                                     - 1 -
CALCULATION OF REGISTRATION FEE

====================================================================================================================
                                                 Proposed Maximum        Proposed Maximum
 Title of Securities to      Amount to Be       Offering Price Per      Aggregate Offering           Amount of
      Be Registered          Registered(1)           Share(2)                Price(2)           Registration Fee (2)
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value
     $1.00 per share            300,000               $7.60                $2,280,000                  $570
====================================================================================================================
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this  Registration
Statement also covers such  additional  shares as may  hereinafter be offered or
issued to  prevent  dilution  resulting  from  stock  splits,  stock  dividends,
recapitalization or certain other capital  adjustments.
(2) Calculated  pursuant to Rule 457(h) under the Securities Act of 1933,  based
upon the  average  of the high and low sale  prices of the  Registrant's  Common
Stock reported on the American Stock Exchange on April 17, 2001.
- 2 -
This  registration  statement  is filed solely to reflect an increase of 300,000
shares of our common stock which are  reserved for our 1997 Equity  Compensation
Plan, as amended and restated.  In accordance with General Instruction E to Form
S-8  and  except  as  noted  below,   we  incorporate  by  reference  into  this
registration  statement  the  contents  of  our  registration  statement  number
333-36397 filed on September 25, 1997.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         The exhibit list is amended to read in its entirety as follows:
Exhibit Number      Description
         --------------      -----------
5                   Opinion of Pepper Hamilton LLP

         23.1                Consent of KPMG LLP

         23.2                Consent of KPMG LLP relating to SI/BAKER, INC.

         23.3                Consent of Pepper Hamilton LLP (included in its opinion filed as Exhibit 5 hereto)

         24                  Power of Attorney (included on the Signature Page of this Registration Statement)

         99                  1997 Equity Compensation Plan, as amended and restated (1)

----------------------
(1)      Filed as Annex A to the Registrant's proxy statement filed on July 14, 2000
         (File No. 001-15729)
- 3 -
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 Easton, Pennsylvania on April 19, 2001.

                                           Paragon Technologies, Inc.

                                           By /s/ William R. Johnson
                                           -----------------------
                                           William R. Johnson
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1933, as
amended,  this  Registration  Statement  has been signed below by the  following
persons  in the  capacities  and on  the  dates  indicated.  Each  person  whose
signature  appears  below in so signing  also makes,  constitutes  and  appoints
Ronald J.  Semanick and William R. Johnson,  and each of them acting alone,  his
true and lawful  attorney-in-fact and agent, with full power of substitution and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to execute and cause to be filed with the  Securities  and Exchange
Commission  any  and  all  amendments  and  post-effective  amendments  to  this
Registration  Statement  and a  related  registration  statement  that  is to be
effective upon filing  pursuant to Rule 462(b) under the Securities Act of 1933,
and in each case to file the same, with all exhibits thereto and other documents
in  connection  therewith,  and  hereby  ratifies  and  confirms  all that  said
attorney-in-fact  or his substitute or substitutes 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.
Signature                            Title                                      Date
         ---------                            -----                                      ----
/s/ Elmer D. Gates          Chairman of the Board of Directors                       April 19, 2001
-------------------------
Elmer D. Gates

/s/ William R. Johnson      President, Chief Executive Officer and Director          April 19, 2001
-------------------------   (Principal Executive Officer)
William R. Johnson

/s/ Ronald J. Semanick      Vice President, Chief Financial Officer and Treasurer    April 19, 2001
-------------------------   (Principal Financial and Accounting Officer)
Ronald J. Semanick

/s/ Leon C. Kirschner       Corporate Vice President,                                April 19, 2001
-------------------------   President of Ermanco Incorporated and Director
Leon C. Kirschner

/s/ L. Jack Bradt           Director                                                 April 19, 2001
-------------------------
L. Jack Bradt

/s/ Michael J. Gausling     Director                                                 April 19, 2001
-------------------------
Michael J. Gausling

/s/ Steven Shulman          Director                                                 April 19, 2001
-------------------------
Steven Shulman
- 4 -
Exhibit Index
Exhibit Number               Description
--------------               -----------
5                            Opinion of Pepper Hamilton LLP

23.1                         Consent of KPMG LLP

23.2                         Consent of KPMG LLP relating to SI/BAKER, INC.

23.3                         Consent of Pepper Hamilton LLP (included in its opinion filed as Exhibit 5 hereto)

24                           Power of Attorney (included on the Signature Page of this Registration Statement)

99                           1997 Equity Compensation Plan, as amended and restated (1)

----------------------
(1)      Filed as Annex A to the Registrant's proxy statement filed on July 14, 2000
         (File No. 001-15729)
- 5 -