content: <PAGE>   1
      As filed with the Securities and Exchange Commission on October 30, 1996
  
                                               Registration Statement No. 33 -
  --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                --------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                --------------------
  
                               C.P. CLARE CORPORATION
               (Exact name of Registrant as specified in its charter)
  
          MASSACHUSETTS                                       04-2561471
  (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                        Indemnification No.)
  
                                 430 BEDFORD STREET
                           LEXINGTON, MASSACHUSETTS 02173
                 (Address of principal executive offices) (Zip Code)
  
                               C.P. CLARE CORPORATION
                        1995 STOCK OPTION AND INCENTIVE PLAN
  
                                --------------------
  
                                   ARTHUR BUCKLAND
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                 430 Bedford Street
                                 Lexington, MA 02173
                       (Name and address of agent for service)
  
                                   (617) 863-8700
            (Telephone number, including area code, of agent for service)
  
                                --------------------
  
                                      Copies to
                                  LORI M. HENDERSON
                                  CORPORATE COUNSEL
                               C.P. Clare Corporation
                                 430 Bedford Street
                                 Lexington, MA 02173
                                   (617) 863-8700
  <TABLE>
                                     CALCULATION OF REGISTRATION FEE
  ======================================================================================================
  <CAPTION>
  Title of Securities to   Amount to be       Proposed Maximum      Proposed Maximum    Amount of
       be Registered       Registered (1)     Offering Price Per    Aggregate           Registration fee
                                              Share (2)             Offering Price
  ------------------------------------------------------------------------------------------------------
  <S>                      <C>                <C>                   <C>                 <C>       
  Common Stock,            1,000,000          $8.375                $8,375,000          $2,537.88
  $0.01 par value
  ======================================================================================================
  <FN>
  (1)  Plus such additional number of shares as may be required pursuant to the option plan in the event
       of a stock dividend, stock split, split-up, recapitalizaton or other similar event.
  
  (2)  This estimate is made pursuant to Rule 457(c) and Rule 457(h)(1) under the Securities Act of 1933,
       as amended, solely for the purpose of determining the amount of the registration fee and is based
       solely upon the market value of outstanding shares of the Company's common stock on October 25,
       1996, utilizing the average of the high and low sale prices reported on the Nasdaq National Market
       on that date.
  </TABLE>
  --------------------------------------------------------------------------------
  
  <PAGE>   2
  
  
                                  EXPLANATORY NOTE
  
       This Registration Statement on Form S-8 relates to shares of the Common
  Stock, par value $.01 per share (the "Common Stock"), of C.P. Clare Corporation
  (the "Company") which may be issued under the Company's 1995 Stock Option and
  Incentive Plan, as amended (the "Plan"). The Company hereby incorporates by
  reference the registration statement on Form S-8, File No. 33-94038, filed with
  the Securities and Exchange Commission on June 28, 1995 covering 1,220,266
  shares of Common Stock which may be issued pursuant to the Plan. This
  Registration Statement covers up to 1,000,000 additional shares of Common Stock
  which may be issued pursuant to the Plan.
  
  
  ITEM 8. EXHIBITS
  ----------------
  
       The following is a complete list of exhibits filed or incorporated by
  reference as part of this registration statement.
  
  Exhibit No.
  -----------
  
   5.1    Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
          securities being registered.
  23.1    Consent of Counsel (included in Exhibit 5.1 hereto)
  23.2    Consent of Arthur Andersen LLP, Independent Public Accounts.
  24.1    Power of Attorney (included in signature page of this registration
          statement).
  99.1    C.P. Clare Corporation 1995 Stock Option and Incentive Plan, as amended.
  
  <PAGE>   3
  
                                    EXHIBIT INDEX
  
  
  Exhibit No.
  -----------
  
   5.1                Opinion of Goodwin, Procter & Hoar LLP as to the legality of
                      the securities being registered.
  
   23.1               Consent of Counsel (included in Exhibit 5.1 hereto)
  
   23.2               Consent of Arthur Andersen LLP, Independent Public
                      Accountants
  
   24.1               Power of Attorney (included in signature page of this
                      registration statement)
  
   99.1               C.P. Clare Corporation 1995 Stock Option and Incentive Plan,
                      as amended.
  
  <PAGE>   4
  
                                     SIGNATURES
  
  
       Pursuant to the requirements on the Securities Act of 1933, as amended, the
  registrant certifies that is 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 Town of Lexington, Commonwealth of Massachusetts, on October
  30, 1996
  
                                            C.P. CLARE CORPORATION
  
                                           By: /s/ Arthur Buckland        
                                               -----------------------------------
                                               Arthur Buckland
                                               President & Chief Executive Officer
  
       Pursuant to the requirements of the Securities Act of 1933, as amended,
  this registration statement has been signed below by the following persons in
  the capacities and on the date indicated.
  
       Each person whose signature appears below constitutes and appoints Arthur
  Buckland and Jacqueline Arthur, and each of them, as his true and lawful
  attorney-in-fact and agent, with full power of substitution, for him and in this
  name, place and stead, in any and all capacities to sign any or all amendments
  or 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 each of said
  attorneys-in-fact and agents full power and authority to do and perform each and
  every act and thing requisite and necessary to be done in and about the
  premises, as fully to all intents and purposes as he might or could do in
  person, hereby ratifying and confirming all that said attorneys-in-fact and
  agents or their substitutes, may lawfully do or cause to be done by virtue
  hereof.
  
  
  Signature                        Title                                Date
  ---------                        -----                                ----
  
  
  /s/ Arthur Buckland              President, Chief Executive     October 30, 1996
  ---------------------------      Officer and Chairman of the
  Arthur Buckland                  Board (Principal Executive 
                                   Officer) 
                                   
  
  /s/ Jacqueline Arthur            Vice President and Chief       October 30, 1996
  ---------------------------      Financial Officer (Principal         
  Jacqueline Arthur                Financial and Accounting 
                                   Officer)
  
  /s/ Winston R. Hindle, Jr.       Director                       October 30, 1996
  ---------------------------
  Winston R. Hindle, Jr.
  
  /s/ James K. Sims
  ---------------------------      Director                       October 30, 1996
  James K. Sims                    
  
  /s/ John G. Turner
  ---------------------------      Director                       October 30, 1996
  John G. Turner                   
  
  /s/ Clemente C. Tiampo
  ---------------------------      Director                       October 30, 1996
  Clemente C. Tiampo
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "C.P. CLARE CORPORATION", "secsgml_size_bytes": 8854}]
metadata_filer: {"company-data": {"conformed-name": "C P CLARE CORP", "cik": "0000945123", "assigned-sic": "3679", "irs-number": "042561471", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15097", "film-number": "96650360"}, "business-address": {"street1": "430 BEDFORD ST", "city": "LEXINGTON", "state": "MA", "zip": "02173", "phone": "6178638700"}}
text: 1
      As filed with the Securities and Exchange Commission on October 30, 1996
  
                                               Registration Statement No. 33 -
  --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                --------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                --------------------
  
                               C.P. CLARE CORPORATION
               (Exact name of Registrant as specified in its charter)
  
          MASSACHUSETTS                                       04-2561471
  (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                        Indemnification No.)
  
                                 430 BEDFORD STREET
                           LEXINGTON, MASSACHUSETTS 02173
                 (Address of principal executive offices) (Zip Code)
  
                               C.P. CLARE CORPORATION
                        1995 STOCK OPTION AND INCENTIVE PLAN
  
                                --------------------
  
                                   ARTHUR BUCKLAND
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                 430 Bedford Street
                                 Lexington, MA 02173
                       (Name and address of agent for service)
  
                                   (617) 863-8700
            (Telephone number, including area code, of agent for service)
  
                                --------------------
  
                                      Copies to
                                  LORI M. HENDERSON
                                  CORPORATE COUNSEL
                               C.P. Clare Corporation
                                 430 Bedford Street
                                 Lexington, MA 02173
                                   (617) 863-8700
  
                                     CALCULATION OF REGISTRATION FEE
  ======================================================================================================
  Title of Securities to   Amount to be       Proposed Maximum      Proposed Maximum    Amount of
       be Registered       Registered (1)     Offering Price Per    Aggregate           Registration fee
                                              Share (2)             Offering Price
  ------------------------------------------------------------------------------------------------------
  Common Stock,            1,000,000          $8.375                $8,375,000          $2,537.88
  $0.01 par value
  ======================================================================================================
  (1)  Plus such additional number of shares as may be required pursuant to the option plan in the event
       of a stock dividend, stock split, split-up, recapitalizaton or other similar event.
  
  (2)  This estimate is made pursuant to Rule 457(c) and Rule 457(h)(1) under the Securities Act of 1933,
       as amended, solely for the purpose of determining the amount of the registration fee and is based
       solely upon the market value of outstanding shares of the Company's common stock on October 25,
       1996, utilizing the average of the high and low sale prices reported on the Nasdaq National Market
       on that date.
  --------------------------------------------------------------------------------
  2
  
                                  EXPLANATORY NOTE
  
       This Registration Statement on Form S-8 relates to shares of the Common
  Stock, par value $.01 per share (the "Common Stock"), of C.P. Clare Corporation
  (the "Company") which may be issued under the Company's 1995 Stock Option and
  Incentive Plan, as amended (the "Plan"). The Company hereby incorporates by
  reference the registration statement on Form S-8, File No. 33-94038, filed with
  the Securities and Exchange Commission on June 28, 1995 covering 1,220,266
  shares of Common Stock which may be issued pursuant to the Plan. This
  Registration Statement covers up to 1,000,000 additional shares of Common Stock
  which may be issued pursuant to the Plan.
  
  ITEM 8. EXHIBITS
  ----------------
  
       The following is a complete list of exhibits filed or incorporated by
  reference as part of this registration statement.
  
  Exhibit No.
  -----------
  
   5.1    Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
          securities being registered.
  23.1    Consent of Counsel (included in Exhibit 5.1 hereto)
  23.2    Consent of Arthur Andersen LLP, Independent Public Accounts.
  24.1    Power of Attorney (included in signature page of this registration
          statement).
  99.1    C.P. Clare Corporation 1995 Stock Option and Incentive Plan, as amended.
  3
  
                                    EXHIBIT INDEX
  
  Exhibit No.
  -----------
  
   5.1                Opinion of Goodwin, Procter & Hoar LLP as to the legality of
                      the securities being registered.
  
   23.1               Consent of Counsel (included in Exhibit 5.1 hereto)
  
   23.2               Consent of Arthur Andersen LLP, Independent Public
                      Accountants
  
   24.1               Power of Attorney (included in signature page of this
                      registration statement)
  
   99.1               C.P. Clare Corporation 1995 Stock Option and Incentive Plan,
                      as amended.
  4
  
                                     SIGNATURES
  
       Pursuant to the requirements on the Securities Act of 1933, as amended, the
  registrant certifies that is 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 Town of Lexington, Commonwealth of Massachusetts, on October
  30, 1996
  
                                            C.P. CLARE CORPORATION
  
                                           By: /s/ Arthur Buckland        
                                               -----------------------------------
                                               Arthur Buckland
                                               President & Chief Executive Officer
  
       Pursuant to the requirements of the Securities Act of 1933, as amended,
  this registration statement has been signed below by the following persons in
  the capacities and on the date indicated.
  
       Each person whose signature appears below constitutes and appoints Arthur
  Buckland and Jacqueline Arthur, and each of them, as his true and lawful
  attorney-in-fact and agent, with full power of substitution, for him and in this
  name, place and stead, in any and all capacities to sign any or all amendments
  or 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 each of said
  attorneys-in-fact and agents full power and authority to do and perform each and
  every act and thing requisite and necessary to be done in and about the
  premises, as fully to all intents and purposes as he might or could do in
  person, hereby ratifying and confirming all that said attorneys-in-fact and
  agents or their substitutes, may lawfully do or cause to be done by virtue
  hereof.
  
  Signature                        Title                                Date
  ---------                        -----                                ----
  
  /s/ Arthur Buckland              President, Chief Executive     October 30, 1996
  ---------------------------      Officer and Chairman of the
  Arthur Buckland                  Board (Principal Executive 
                                   Officer) 
                                   
  
  /s/ Jacqueline Arthur            Vice President and Chief       October 30, 1996
  ---------------------------      Financial Officer (Principal         
  Jacqueline Arthur                Financial and Accounting 
                                   Officer)
  
  /s/ Winston R. Hindle, Jr.       Director                       October 30, 1996
  ---------------------------
  Winston R. Hindle, Jr.
  
  /s/ James K. Sims
  ---------------------------      Director                       October 30, 1996
  James K. Sims                    
  
  /s/ John G. Turner
  ---------------------------      Director                       October 30, 1996
  John G. Turner                   
  
  /s/ Clemente C. Tiampo
  ---------------------------      Director                       October 30, 1996
  Clemente C. Tiampo