REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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


                    AUTOLOGIC INFORMATION INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

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

          DELAWARE                                               13-3855697
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

     1050 RANCHO CONEJO BOULEVARD
       THOUSAND OAKS, CALIFORNIA                                  91320-1717
(Address of Principal Executive Offices)                         (Zip Code)

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


                 1995 AUTOLOGIC INFORMATION INTERNATIONAL, INC.
                               STOCK OPTION PLAN
                            (Full title of the plan)

                       DENNIS D. DOOLITTLE, VICE CHAIRMAN
                   AUTOLOGIC INFORMATION INTERNATIONAL, INC.
                          1050 RANCHO CONEJO BOULEVARD
                      THOUSAND OAKS, CALIFORNIA 91320-1717
                    (Name and address of agent for service)

                                 (805) 498-9611
         (Telephone number, including area code, of agent for service)

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

                                WITH A COPY TO:

                             RICHARD A. RUBIN, ESQ.
                      PARKER CHAPIN FLATTAU & KLIMPL, LLP
                          1211 AVENUE OF THE AMERICAS
                               NEW YORK, NY 10036
                                 (212) 704-6187

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

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after the effective date of this registration statement.

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
==============================================================================================
Title of securities    Amount to be        Proposed       Proposed maximum        Amount of
to be registered       registered(1)   maximum offering  aggregate offering   registration fee
                                         price per unit         price
- ----------------------------------------------------------------------------------------------
<S>                     <C>                <C>    <C>     <C>           <C>     <C>       
Common Stock, par       114,500            $12.00 (2)     $1,374,000.00 (2)     $   473.79
value $.01 per share     18,000            $13.20 (2)     $  237,600.00 (2)     $    81.93
                         17,500            $7.625 (3)     $  133,437.50 (3)     $    46.01
==============================================================================================
          Total         150,000                           $1,745,037.50         $   601.74(4)
==============================================================================================
</TABLE>
                                         
1.   Pursuant  to Rule  416(a),  there shall also be deemed  covered  hereby all
     additional  securities  resulting from anti-dilution  adjustments under the
     1995 Autologic Information International, Inc. Stock Option Plan.
2.   Estimated  solely for the  purpose of  calculating  the  registration  fee,
     pursuant to Rule 457(h),  on the basis of the  exercise  price of presently
     outstanding options.
3.   Estimated  solely for the  purpose of  calculating  the  registration  fee,
     pursuant to Rule 457(h), the average of the high and low selling prices per
     share of the  Registrant's  Common  Stock,  as quoted on The  Nasdaq  Stock
     Market's National Market System on September 4, 1996.
4.   This column does not add due to rounding differences.

================================================================================



<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

           The following documents heretofore filed by the Autologic Information
International,  Inc. (the "Company") with the Securities and Exchange Commission
are incorporated herein by reference:  (1) the Company's  Registration Statement
under the Securities Act on Form S-4 which became effective on January 22, 1996;
(2) the Company's  Quarterly Reports on Form 10-Q under the Exchange Act for the
quarters  ended  February  2, 1996 and May 3, 1996;  (3) the  Company's  Current
Reports on Form 8-K dated  January 29, 1996 and  September 6, 1996;  and (4) the
description  of the Company's  Common Stock  contained in the Company's  Current
Report on Form 8-K dated September 6, 1996, and any amendment or report filed by
the Company for the purpose of updating such description.

           All  documents  filed  subsequent  to the  date of this  Registration
Statement  pursuant  to  Section  13(a),  13(c),  14 or 15(d) of the  Securities
Exchange Act of 1934,  prior to the filing of a  post-effective  amendment which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of the  filing  of  such  documents.  Any  statement  cont7ained  in a  document
incorporated or deemed to be incorporated herein by reference shall be deemed to
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  also is or is deemed to be  incorporated  by  reference  herein
modifies or supersedes such  statement.  Any 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 DIRECTORS AND OFFICERS

           Section 145 of the  Delaware  General  Corporation  Law (the  "DGCL")
provides,  in general, that a corporation may indemnify any person who was or is
a party  or is  threatened  to be made a party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other  than a  "derivative"  action  by or in the  right of such
corporation),  by  reason of the fact  that  such  person is or was a  director,
officer,  employee or agent of such  corporation,  against  expenses  (including
attorneys' fees), judgments,  fines and amounts paid in settlement in connection
with such action, suit or proceeding if such person acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests of such corporation, and, with respect to any criminal action or



<PAGE>



proceeding,  had no  reasonable  cause  to  believe  such  persons  conduct  was
unlawful.  A similar standard is applicable under Section 145 of the DGCL in the
case of derivative actions,  except that no indemnification  shall be made where
the person is adjudged to be liable to such  corporation  unless and only to the
extent  that the Court of  Chancery  of the State of  Delaware,  or the court in
which  such  action  was  brought,  determines  that such  person is fairly  and
reasonably entitled to indemnity for such expenses.

           The Company's  Certificate of Incorporation  and Bylaws,  Exhibit 4.1
and  4.2,  respectively,   to  this  Registration  Statement,  provide  for  the
indemnification  of the Company's  directors and officers to the fullest  extent
permitted by the DGCL.

           The Company's  officers and  directors are covered by directors'  and
officers' liability insurance policies, maintained by Volt Information Sciences,
Inc., the majority stockholder of the Company.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

           Not applicable.

ITEM 8.    EXHIBITS

EXHIBIT NUMBER                 DESCRIPTION

4.1**          Restated Certificate of Incorporation of the Company.

4.2**          Amended and Restated Bylaws of the Company.

5.1*           Opinion of Parker Chapin Flattau & Klimpl, LLP.

15.1*          Letter  from Ernst & Young LLP re:  unaudited  interim  financial
               information.

23.1*          Consent of Ernst & Young LLP.

23.2*          Consent of Arthur Andersen LLP.

23.3*          Consent of Parker Chapin Flattau & Klimpl, LLP (included in their
               opinion filed as Exhibit 5.1)

99.1           1995 Autologic Information International, Inc. Stock Option Plan.
               Incorporated  herein  by  reference  to  Exhibit  10.2(c)  to the
               Company's  Registration  Statement  on Form S-4  (No.  33-99278).

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

*          Filed herewith.

**         Incorporated by reference to the  similarly-numbered  Exhibits to the
           Company's  Registration  Statement on Form S-4 which became effective
           on January 22, 1996 (File No. 33-99278).





                                      II-2

<PAGE>



ITEM 9.    UNDERTAKINGS

           (A)        The undersigned Registrant hereby undertakes:

                      (1) To file,  during any  period in which  offers or sales
           are being  made,  a  post-effective  amendment  to this  Registration
           Statement:

                                 (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;

           Provided,  however,  that paragraphs  (a)(1)(i) and (a)(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  Registrant  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 at the termination of the offering.

           (B)        The undersigned registrant hereby undertakes that, for the
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act 1934 (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) that is  incorporated  by  reference  in this
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.

           (C)        Insofar as indemnification  for liabilities  arising under
the  Securities  Act of  1933  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


                                      II-3

<PAGE>



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-4

<PAGE>



                                   SIGNATURES

           Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
the  requirements  for  filing  on Form S-8 and has duly  caused  this  Form S-8
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized in Thousand Oaks, California on the 30th day of August, 1996.

                                       AUTOLOGIC INFORMATION INTERNATIONAL, INC.


                                       By:  /s/ DENNIS D. DOOLITTLE
                                          ----------------------------
                                          Dennis D. Doolittle, Vice Chairman

SIGNATURE                       TITLE                            DATE


/s/ William Shaw                Chairman of the Board, Chief     August 30, 1996
- ----------------------------    Executive Officer and Director
William Shaw



/s/ John Griffin                Controller and Principal         August 30, 1996
- ----------------------------    Accounting Officer
John Griffin



/s/ Leroy Bell                  Director                         August 30, 1996
- ----------------------------
Leroy Bell



/s/ Dennis D. Doolittle         Director                         August 30, 1996
- ----------------------------
Dennis D. Doolittle



/s/ Alden Edwards               Director                         August 30, 1996
- ----------------------------
Alden Edwards



/s/ James J. Groberg            Director                         August 30, 1996
- ----------------------------
James J. Groberg



/s/ John R. Kountz              Director                         August 30, 1996
- ----------------------------
John R. Kountz



/s/ Paul Mcgarrell              Director                         August 30, 1996
- ----------------------------
Paul McGarrell



  /s/ Ralph S. Roth             Director                         August 30, 1996
- ----------------------------
Ralph S. Roth



/s/ Jerome Shaw                 Director                         August 30, 1996
- ----------------------------
Jerome Shaw



                                      II-5

<PAGE>



                                  EXHIBIT INDEX




EXHIBIT NUMBER                 DESCRIPTION

4.1**          Restated Certificate of Incorporation of the Company.

4.2**          Amended and Restated Bylaws of the Company.

5.1*           Opinion of Parker Chapin Flattau & Klimpl, LLP.

15.1*          Letter  from Ernst & Young LLP re:  unaudited  interim  financial
               information.

23.1*          Consent of Ernst & Young LLP.

23.2*          Consent of Arthur Andersen LLP.

23.3*          Consent of Parker Chapin Flattau & Klimpl, LLP (included in their
               opinion filed as Exhibit 5.1)

99.1           1995 Autologic Information International, Inc. Stock Option Plan.
               Incorporated  herein  by  reference  to  Exhibit  10.2(c)  to the
               Company's  Registration  Statement  on Form S-4  (No.  33-99278).

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

*          Filed herewith.

**         Incorporated by reference to the  similarly-numbered  Exhibits to the
           Company's  Registration  Statement on Form S-4 which became effective
           on January 22, 1996 (File No. 33-99278).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 (1995 STOCK OPTION PLAN)", "secsgml_size_bytes": 17445}]
{"company-data": {"conformed-name": "AUTOLOGIC INFORMATION INTERNATIONAL INC", "cik": "0001003477", "assigned-sic": "3579", "irs-number": "133855697", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-11565", "film-number": "96627000"}, "business-address": {"street1": "1050 RANCHO CONEJO BLVD", "city": "THOUSAND OAKS", "state": "CA", "zip": "91360", "phone": "8054989611"}, "mail-address": {"street1": "1050 RANCHO CONEJO BLVD", "city": "THOUSAND OAKS", "state": "CA", "zip": "91360"}}
REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                    AUTOLOGIC INFORMATION INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

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

          DELAWARE                                               13-3855697
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

     1050 RANCHO CONEJO BOULEVARD
       THOUSAND OAKS, CALIFORNIA                                  91320-1717
(Address of Principal Executive Offices)                         (Zip Code)

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

                 1995 AUTOLOGIC INFORMATION INTERNATIONAL, INC.
                               STOCK OPTION PLAN
                            (Full title of the plan)

                       DENNIS D. DOOLITTLE, VICE CHAIRMAN
                   AUTOLOGIC INFORMATION INTERNATIONAL, INC.
                          1050 RANCHO CONEJO BOULEVARD
                      THOUSAND OAKS, CALIFORNIA 91320-1717
                    (Name and address of agent for service)

                                 (805) 498-9611
         (Telephone number, including area code, of agent for service)

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

                                WITH A COPY TO:

                             RICHARD A. RUBIN, ESQ.
                      PARKER CHAPIN FLATTAU & KLIMPL, LLP
                          1211 AVENUE OF THE AMERICAS
                               NEW YORK, NY 10036
                                 (212) 704-6187

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

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after the effective date of this registration statement.
CALCULATION OF REGISTRATION FEE
==============================================================================================
Title of securities    Amount to be        Proposed       Proposed maximum        Amount of
to be registered       registered(1)   maximum offering  aggregate offering   registration fee
                                         price per unit         price
- ----------------------------------------------------------------------------------------------
Common Stock, par       114,500            $12.00 (2)     $1,374,000.00 (2)     $   473.79
value $.01 per share     18,000            $13.20 (2)     $  237,600.00 (2)     $    81.93
                         17,500            $7.625 (3)     $  133,437.50 (3)     $    46.01
==============================================================================================
          Total         150,000                           $1,745,037.50         $   601.74(4)
==============================================================================================
1.   Pursuant  to Rule  416(a),  there shall also be deemed  covered  hereby all
     additional  securities  resulting from anti-dilution  adjustments under the
     1995 Autologic Information International, Inc. Stock Option Plan.
2.   Estimated  solely for the  purpose of  calculating  the  registration  fee,
     pursuant to Rule 457(h),  on the basis of the  exercise  price of presently
     outstanding options.
3.   Estimated  solely for the  purpose of  calculating  the  registration  fee,
     pursuant to Rule 457(h), the average of the high and low selling prices per
     share of the  Registrant's  Common  Stock,  as quoted on The  Nasdaq  Stock
     Market's National Market System on September 4, 1996.
4.   This column does not add due to rounding differences.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

           The following documents heretofore filed by the Autologic Information
International,  Inc. (the "Company") with the Securities and Exchange Commission
are incorporated herein by reference:  (1) the Company's  Registration Statement
under the Securities Act on Form S-4 which became effective on January 22, 1996;
(2) the Company's  Quarterly Reports on Form 10-Q under the Exchange Act for the
quarters  ended  February  2, 1996 and May 3, 1996;  (3) the  Company's  Current
Reports on Form 8-K dated  January 29, 1996 and  September 6, 1996;  and (4) the
description  of the Company's  Common Stock  contained in the Company's  Current
Report on Form 8-K dated September 6, 1996, and any amendment or report filed by
the Company for the purpose of updating such description.

           All  documents  filed  subsequent  to the  date of this  Registration
Statement  pursuant  to  Section  13(a),  13(c),  14 or 15(d) of the  Securities
Exchange Act of 1934,  prior to the filing of a  post-effective  amendment which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of the  filing  of  such  documents.  Any  statement  cont7ained  in a  document
incorporated or deemed to be incorporated herein by reference shall be deemed to
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  also is or is deemed to be  incorporated  by  reference  herein
modifies or supersedes such  statement.  Any 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 DIRECTORS AND OFFICERS

           Section 145 of the  Delaware  General  Corporation  Law (the  "DGCL")
provides,  in general, that a corporation may indemnify any person who was or is
a party  or is  threatened  to be made a party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other  than a  "derivative"  action  by or in the  right of such
corporation),  by  reason of the fact  that  such  person is or was a  director,
officer,  employee or agent of such  corporation,  against  expenses  (including
attorneys' fees), judgments,  fines and amounts paid in settlement in connection
with such action, suit or proceeding if such person acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests of such corporation, and, with respect to any criminal action or
proceeding,  had no  reasonable  cause  to  believe  such  persons  conduct  was
unlawful.  A similar standard is applicable under Section 145 of the DGCL in the
case of derivative actions,  except that no indemnification  shall be made where
the person is adjudged to be liable to such  corporation  unless and only to the
extent  that the Court of  Chancery  of the State of  Delaware,  or the court in
which  such  action  was  brought,  determines  that such  person is fairly  and
reasonably entitled to indemnity for such expenses.

           The Company's  Certificate of Incorporation  and Bylaws,  Exhibit 4.1
and  4.2,  respectively,   to  this  Registration  Statement,  provide  for  the
indemnification  of the Company's  directors and officers to the fullest  extent
permitted by the DGCL.

           The Company's  officers and  directors are covered by directors'  and
officers' liability insurance policies, maintained by Volt Information Sciences,
Inc., the majority stockholder of the Company.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

           Not applicable.

ITEM 8.    EXHIBITS

EXHIBIT NUMBER                 DESCRIPTION

4.1**          Restated Certificate of Incorporation of the Company.

4.2**          Amended and Restated Bylaws of the Company.

5.1*           Opinion of Parker Chapin Flattau & Klimpl, LLP.

15.1*          Letter  from Ernst & Young LLP re:  unaudited  interim  financial
               information.

23.1*          Consent of Ernst & Young LLP.

23.2*          Consent of Arthur Andersen LLP.

23.3*          Consent of Parker Chapin Flattau & Klimpl, LLP (included in their
               opinion filed as Exhibit 5.1)

99.1           1995 Autologic Information International, Inc. Stock Option Plan.
               Incorporated  herein  by  reference  to  Exhibit  10.2(c)  to the
               Company's  Registration  Statement  on Form S-4  (No.  33-99278).

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

*          Filed herewith.

**         Incorporated by reference to the  similarly-numbered  Exhibits to the
           Company's  Registration  Statement on Form S-4 which became effective
           on January 22, 1996 (File No. 33-99278).

                                      II-2
ITEM 9.    UNDERTAKINGS

           (A)        The undersigned Registrant hereby undertakes:

                      (1) To file,  during any  period in which  offers or sales
           are being  made,  a  post-effective  amendment  to this  Registration
           Statement:

                                 (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;

           Provided,  however,  that paragraphs  (a)(1)(i) and (a)(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  Registrant  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 at the termination of the offering.

           (B)        The undersigned registrant hereby undertakes that, for the
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act 1934 (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) that is  incorporated  by  reference  in this
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.

           (C)        Insofar as indemnification  for liabilities  arising under
the  Securities  Act of  1933  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

                                      II-3
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-4
SIGNATURES

           Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
the  requirements  for  filing  on Form S-8 and has duly  caused  this  Form S-8
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized in Thousand Oaks, California on the 30th day of August, 1996.

                                       AUTOLOGIC INFORMATION INTERNATIONAL, INC.

                                       By:  /s/ DENNIS D. DOOLITTLE
                                          ----------------------------
                                          Dennis D. Doolittle, Vice Chairman

SIGNATURE                       TITLE                            DATE

/s/ William Shaw                Chairman of the Board, Chief     August 30, 1996
- ----------------------------    Executive Officer and Director
William Shaw

/s/ John Griffin                Controller and Principal         August 30, 1996
- ----------------------------    Accounting Officer
John Griffin

/s/ Leroy Bell                  Director                         August 30, 1996
- ----------------------------
Leroy Bell

/s/ Dennis D. Doolittle         Director                         August 30, 1996
- ----------------------------
Dennis D. Doolittle

/s/ Alden Edwards               Director                         August 30, 1996
- ----------------------------
Alden Edwards

/s/ James J. Groberg            Director                         August 30, 1996
- ----------------------------
James J. Groberg

/s/ John R. Kountz              Director                         August 30, 1996
- ----------------------------
John R. Kountz

/s/ Paul Mcgarrell              Director                         August 30, 1996
- ----------------------------
Paul McGarrell

  /s/ Ralph S. Roth             Director                         August 30, 1996
- ----------------------------
Ralph S. Roth

/s/ Jerome Shaw                 Director                         August 30, 1996
- ----------------------------
Jerome Shaw

                                      II-5
EXHIBIT INDEX

EXHIBIT NUMBER                 DESCRIPTION

4.1**          Restated Certificate of Incorporation of the Company.

4.2**          Amended and Restated Bylaws of the Company.

5.1*           Opinion of Parker Chapin Flattau & Klimpl, LLP.

15.1*          Letter  from Ernst & Young LLP re:  unaudited  interim  financial
               information.

23.1*          Consent of Ernst & Young LLP.

23.2*          Consent of Arthur Andersen LLP.

23.3*          Consent of Parker Chapin Flattau & Klimpl, LLP (included in their
               opinion filed as Exhibit 5.1)

99.1           1995 Autologic Information International, Inc. Stock Option Plan.
               Incorporated  herein  by  reference  to  Exhibit  10.2(c)  to the
               Company's  Registration  Statement  on Form S-4  (No.  33-99278).

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

*          Filed herewith.

**         Incorporated by reference to the  similarly-numbered  Exhibits to the
           Company's  Registration  Statement on Form S-4 which became effective
           on January 22, 1996 (File No. 33-99278).