content: <PAGE>   1
                         SECURITIES AND EXCHANGE COMMISSION
                                  WASHINGTON, D.C.
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                     UNDER THE SECURITIES EXCHANGE ACT OF 1934
                          Commission File Number 33-18050
  
  
  
                              STONE MEDIA CORPORATION
               (Exact name of registrant as specified in its charter)
  
  
  
          Colorado                                      87-0447213
  (State of Incorporation)                 (I.R.S. Employer Identification Number)
  
  
                 634 Preston Royal, Suite 214, Dallas, Texas  75230
            (Address of Principal Executive Offices, including zip code)
  
  
            STONEMEDIA 1996 SPECIAL EMPLOYEE AND CONSULTANT BENEFIT PLAN
                                (Full Title of Plan)
  
  
          Robert Kincaid, Chief Operating Officer, Stone Media Corporation
                 634 Preston Royal, Suite 214, Dallas, Texas  75230
                                   (214) 361-2094
            (Name, Address, and Telephone Number of Including Area Code)
  
  
  
  
                          CALCULATION OF REGISTRATION FEE                   
  <TABLE>
  <CAPTION>
  -------------------------------------------------------------------------------------------------
  TITLE OF                                  Proposed               Proposed
  SECURITIES        AMOUNT                  Maximum                Maximum             Amount of
  TO BE             TO BE                   Offering Price         Aggregate           Registration
  REGISTERED        REGISTERED              Per Share (1)          Offering Price      Fee
  -------------------------------------------------------------------------------------------------
  <S>              <C>                       <C>                   <C>                 <C>
  Common Stock     1,000,000                 $0.50                 $500,000            $145
  -------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1) Calculation pursuant to Rule 457(c).
  
  
  
  
  
                                    Page 1 of 5
  <PAGE>   2
                                      PART II
  
                   INFORMATION REQUIRED IN REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION BY REFERENCE.
  
           (a)  Registrant's latest Annual Report on Form 10-K for the fiscal
                year ended June 30, 1996.
  
           (b)  Registrant"s latest Quarterly Report on Form 10-Q for the quarter
                ended October 31, 1995.
  
           (c)  Registrant's Current Report on Form 8-K filed of dated January 9,
                1997.
                
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           The class of securities to be offered is Registrant's $0.001 par value
  common stock which is described in registrant's registration statement filed
  with respect thereto pursuant to Section 12 of the Securities Exchange Act of
  1934, as amended.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           None.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Registrant's Articles of Incorporation provide that its directors
  and officers are required to be indemnified as of right to the fullest extent
  permitted under the Colorado Business corporation Act (the "CBCA"), in
  connection with any actual or threatened civil, criminal, administrative or
  investigative action, suit or proceeding (whether brought by or in the name of
  Registrant, a subsidiary or otherwise) in which a director or officer is a
  witness or which is brought against a director of officer in his or here
  capacity as a director, officer, employee, agent or fiduciary of Registrant or
  any corporation, partnership, joint venture, trust, employee benefit plan or
  other enterprise which the director or officer was serving at the request of
  Registrant.  Persons who are not directors or officers of registrant may be
  similarly indemnified in respect of said service to the extent authorized by
  the board of directors of Registrant.  Under the CBCA, directors officers,
  employees or agents are entitled to indemnification against expenses (including
  attorney fees) whenever they successfully defend legal proceedings brought
  against them by reason of the fact that they hold such a position with
  Registrant.  In addition,  with respect to actions not brought by or in the
  right of the corporation, indemnification is permitted under the CBCA for
  expenses (including attorney fees), judgment, fines, penalties and reasonable
  settlements, if it is determined that the person seeking indemnification acted
  in a good faith and in a manner he or she reasonably to be in and not opposed
  to the best interest of Registrant or its shareholders and with respect to
  criminal proceedings he or she had no reasonable cause to believe that his or
  her conduct was unlawful.  With respect to actions brought by or in the right
  of Registrant, indemnification is permitted under the CBCA for expenses
  (including attorney fees).  With respect to actions brought by or in the right
  of Registrant , if it is determined that the person seeking indemnification
  acted in good faith and in a manner he or she reasonably believed to be in and
  not opposed to the best interest of the corporation or tits shareholder,
  indemnification is permitted: provided, indemnification is not permitted if the
  person is found liable to the corporation, unless the court in which the action
  or suit was brought has determined that the indemnification is fair and
  reasonable in view of tall the circumstances of the case.
  
           The CBCA and Registrant's Articles of Incorporation also authorize
  Registrant to provide indemnification broader then that set forth in the CBCA
  and the Articles.  Pursuant to this authority Registrant has agreed to
  indemnify its officers, directors employees and agents to the fullest extent
  
  
  
  
  
                                    Page 2 of 5
  <PAGE>   3
  permitted by law irrespective of the kind of claim or outcome.   Registrant is
  not liable under the agreements where the claim involved intentional
  misconduct, a knowing violation of law or an improper personal benefit to the
  indemnitee the claim involved certain unlawful disbursement of corporate funds
  other assets, or other assets, the claim involved a violation of Section 16(b)
  of the Exchange Act, or other similar provision of state law or where
  indemnification is otherwise prohibited by law.
  
           Bylaws and the Colorado corporation statutes provide for the
  indemnification of directors and officers against certain liabilities.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable.
  
  ITEM 8.  EXHIBITS.
  
           5       Opinion concerning the legality of securities being
                   registered.
  
           10      StoneMedia Employee Benefit Plan
  
           23      Consent of Panipinto & Associates, Attorneys at Law
  
  ITEM 9.  Undertakings.
  
           The Registrant hereby undertakes pursuant to Rule 512:
  
           (a)     (1)  To file, during any period in which offers or sales are
  being made, a post-effective amendment to this registration statement: to
  include any material information with respect to the plan of distribution not
  previously disclosed in the registration statement or any material change to
  such information in the registration statement; (2) that, for the purpose of
  determining any liability under the Securities Act of 1933, each 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; and (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)  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) and Section 15(b) of the Securities Exchange Act of 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 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 the time shall be deemed to be the initial bona
  fide offering thereof.
  
           (c)  To deliver or cause to be delivered with the prospectus, to each
  person to whom the prospectus is sent or given, the latest annual report to
  security holders that is incorporated by reference in the prospectus and
  furnished pursuant to and meeting the requirements of Rule 14a-3 under the
  Securities Exchange Act of 1934; and, where interim financial information
  required to be presented by Article 3 of Regulation S-X are not set forth in
  the prospectus, to deliver, or cause to be delivered to each person to whom the
  prospectus is sent or given, the latest quarterly report that is specifically
  incorporated by reference in the prospectus to provide such interim financial
  information.
  
           (d)  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 Articles of Incorporation, bylaws or
  statute, or otherwise, 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,
  
  
  
  
  
                                    Page 3 of 5
  <PAGE>   4
  unenforceable.  In the event that a claim for indemnification against such
  liabilities (other than payment by the registrant of expenses incurred or paid
  by a director officer or controlling person of the Registrant in the successful
  defense of any action, suit or proceeding) is asserted by such director,
  officer or controlling person in connection with the securities be 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 int he Act and will be governed by the final adjudication of such
  issue.
  
  
                                     SIGNATURES
  
  
  The Registrant. Pursuant to the requirements of the Securities Act of 1933, as
  amended,  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
  hereunto duly authorized.
  
  
  
                                          STONE MEDIA CORPORATION,
                                          a Colorado corporation
                                            
                                            
                                            
                                          /s/ TOMMY STONE  
                                          -------------------------------------
                                          Tommy Stone, President and Director
                                          Dated    01/07/97
                                            
  
  Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been duly signed by the following persons in the capacities and on
  the date indicated.
  
  
  
  
  /s/ TOMMY STONE                          /s/ RICHARD KINCAID
  -----------------------------------     -------------------------------------
  Tommy Stone, President and Director     Richard Kincaid, Treasurer and Acting
  Dated: 01/07/97                         Chief Financial Officer              
                                          Dated: 01/06/97
                                                                               
  /s/ ROBERT KINCAID                      /s/ JOSEPH F. COUGHLIN
  -----------------------------------     -------------------------------------
  Robert Kincaid, Chief Operating         Joseph F. Coughlin, Director
  Officer and Director                    Dated: 01/06/97                     
  Dated: 01/06/97
                                                                         
                              
                              
                              
  
  
  
  
  
                                    Page 4 of 5
  <PAGE>   5
  
  /s/ JAMES J. ROACH                      /s/ ELBERT G. TINDELL
  -------------------------------         ------------------------------------
  James J. Roach, Director                Elbert G. Tindell,  Chairman and
  Dated: 01/06/97                         Chief Executive Officer
                                          Dated:  01/07/97
  
  
  
  
  
                                    Page 5 of 5
  <PAGE>   6
                                INDEX TO EXHIBITS
  
  
  
  <TABLE>
  <CAPTION>
  EXHIBIT
  NUMBER          DESCRIPTION
  -------         -----------
  <S>        <C>
     5       Opinion concerning the legality of securities being registered.
    
     10      StoneMedia Employee Benefit Plan
    
     23      Consent of Panipinto & Associates, Attorneys at Law
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 13218}]
metadata_filer: {"company-data": {"conformed-name": "STONE MEDIA CORP", "cik": "0000824480", "assigned-sic": "6770", "irs-number": "870447213", "state-of-incorporation": "CO", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-19457", "film-number": "97503045"}, "business-address": {"street1": "634 PRESTON ROYAL", "street2": "SUITE 214", "city": "DALLAS", "state": "TX", "zip": "75230", "phone": "2143612094"}, "mail-address": {"street1": "634 PRESTON ROYAL", "street2": "STE 214", "city": "DALLAS", "state": "TX", "zip": "75230"}}
text: 1
                         SECURITIES AND EXCHANGE COMMISSION
                                  WASHINGTON, D.C.
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                     UNDER THE SECURITIES EXCHANGE ACT OF 1934
                          Commission File Number 33-18050
  
                              STONE MEDIA CORPORATION
               (Exact name of registrant as specified in its charter)
  
          Colorado                                      87-0447213
  (State of Incorporation)                 (I.R.S. Employer Identification Number)
  
                 634 Preston Royal, Suite 214, Dallas, Texas  75230
            (Address of Principal Executive Offices, including zip code)
  
            STONEMEDIA 1996 SPECIAL EMPLOYEE AND CONSULTANT BENEFIT PLAN
                                (Full Title of Plan)
  
          Robert Kincaid, Chief Operating Officer, Stone Media Corporation
                 634 Preston Royal, Suite 214, Dallas, Texas  75230
                                   (214) 361-2094
            (Name, Address, and Telephone Number of Including Area Code)
  
                          CALCULATION OF REGISTRATION FEE
  -------------------------------------------------------------------------------------------------
  TITLE OF                                  Proposed               Proposed
  SECURITIES        AMOUNT                  Maximum                Maximum             Amount of
  TO BE             TO BE                   Offering Price         Aggregate           Registration
  REGISTERED        REGISTERED              Per Share (1)          Offering Price      Fee
  -------------------------------------------------------------------------------------------------
  Common Stock     1,000,000                 $0.50                 $500,000            $145
  -------------------------------------------------------------------------------------------------
  (1) Calculation pursuant to Rule 457(c).
  
                                    Page 1 of 5
  2
                                      PART II
  
                   INFORMATION REQUIRED IN REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION BY REFERENCE.
  
           (a)  Registrant's latest Annual Report on Form 10-K for the fiscal
                year ended June 30, 1996.
  
           (b)  Registrant"s latest Quarterly Report on Form 10-Q for the quarter
                ended October 31, 1995.
  
           (c)  Registrant's Current Report on Form 8-K filed of dated January 9,
                1997.
                
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           The class of securities to be offered is Registrant's $0.001 par value
  common stock which is described in registrant's registration statement filed
  with respect thereto pursuant to Section 12 of the Securities Exchange Act of
  1934, as amended.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           None.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Registrant's Articles of Incorporation provide that its directors
  and officers are required to be indemnified as of right to the fullest extent
  permitted under the Colorado Business corporation Act (the "CBCA"), in
  connection with any actual or threatened civil, criminal, administrative or
  investigative action, suit or proceeding (whether brought by or in the name of
  Registrant, a subsidiary or otherwise) in which a director or officer is a
  witness or which is brought against a director of officer in his or here
  capacity as a director, officer, employee, agent or fiduciary of Registrant or
  any corporation, partnership, joint venture, trust, employee benefit plan or
  other enterprise which the director or officer was serving at the request of
  Registrant.  Persons who are not directors or officers of registrant may be
  similarly indemnified in respect of said service to the extent authorized by
  the board of directors of Registrant.  Under the CBCA, directors officers,
  employees or agents are entitled to indemnification against expenses (including
  attorney fees) whenever they successfully defend legal proceedings brought
  against them by reason of the fact that they hold such a position with
  Registrant.  In addition,  with respect to actions not brought by or in the
  right of the corporation, indemnification is permitted under the CBCA for
  expenses (including attorney fees), judgment, fines, penalties and reasonable
  settlements, if it is determined that the person seeking indemnification acted
  in a good faith and in a manner he or she reasonably to be in and not opposed
  to the best interest of Registrant or its shareholders and with respect to
  criminal proceedings he or she had no reasonable cause to believe that his or
  her conduct was unlawful.  With respect to actions brought by or in the right
  of Registrant, indemnification is permitted under the CBCA for expenses
  (including attorney fees).  With respect to actions brought by or in the right
  of Registrant , if it is determined that the person seeking indemnification
  acted in good faith and in a manner he or she reasonably believed to be in and
  not opposed to the best interest of the corporation or tits shareholder,
  indemnification is permitted: provided, indemnification is not permitted if the
  person is found liable to the corporation, unless the court in which the action
  or suit was brought has determined that the indemnification is fair and
  reasonable in view of tall the circumstances of the case.
  
           The CBCA and Registrant's Articles of Incorporation also authorize
  Registrant to provide indemnification broader then that set forth in the CBCA
  and the Articles.  Pursuant to this authority Registrant has agreed to
  indemnify its officers, directors employees and agents to the fullest extent
  
                                    Page 2 of 5
  3
  permitted by law irrespective of the kind of claim or outcome.   Registrant is
  not liable under the agreements where the claim involved intentional
  misconduct, a knowing violation of law or an improper personal benefit to the
  indemnitee the claim involved certain unlawful disbursement of corporate funds
  other assets, or other assets, the claim involved a violation of Section 16(b)
  of the Exchange Act, or other similar provision of state law or where
  indemnification is otherwise prohibited by law.
  
           Bylaws and the Colorado corporation statutes provide for the
  indemnification of directors and officers against certain liabilities.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable.
  
  ITEM 8.  EXHIBITS.
  
           5       Opinion concerning the legality of securities being
                   registered.
  
           10      StoneMedia Employee Benefit Plan
  
           23      Consent of Panipinto & Associates, Attorneys at Law
  
  ITEM 9.  Undertakings.
  
           The Registrant hereby undertakes pursuant to Rule 512:
  
           (a)     (1)  To file, during any period in which offers or sales are
  being made, a post-effective amendment to this registration statement: to
  include any material information with respect to the plan of distribution not
  previously disclosed in the registration statement or any material change to
  such information in the registration statement; (2) that, for the purpose of
  determining any liability under the Securities Act of 1933, each 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; and (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)  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) and Section 15(b) of the Securities Exchange Act of 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 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 the time shall be deemed to be the initial bona
  fide offering thereof.
  
           (c)  To deliver or cause to be delivered with the prospectus, to each
  person to whom the prospectus is sent or given, the latest annual report to
  security holders that is incorporated by reference in the prospectus and
  furnished pursuant to and meeting the requirements of Rule 14a-3 under the
  Securities Exchange Act of 1934; and, where interim financial information
  required to be presented by Article 3 of Regulation S-X are not set forth in
  the prospectus, to deliver, or cause to be delivered to each person to whom the
  prospectus is sent or given, the latest quarterly report that is specifically
  incorporated by reference in the prospectus to provide such interim financial
  information.
  
           (d)  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 Articles of Incorporation, bylaws or
  statute, or otherwise, 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,
  
                                    Page 3 of 5
  4
  unenforceable.  In the event that a claim for indemnification against such
  liabilities (other than payment by the registrant of expenses incurred or paid
  by a director officer or controlling person of the Registrant in the successful
  defense of any action, suit or proceeding) is asserted by such director,
  officer or controlling person in connection with the securities be 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 int he Act and will be governed by the final adjudication of such
  issue.
  
                                     SIGNATURES
  
  The Registrant. Pursuant to the requirements of the Securities Act of 1933, as
  amended,  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
  hereunto duly authorized.
  
                                          STONE MEDIA CORPORATION,
                                          a Colorado corporation
                                            
                                            
                                            
                                          /s/ TOMMY STONE  
                                          -------------------------------------
                                          Tommy Stone, President and Director
                                          Dated    01/07/97
                                            
  
  Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been duly signed by the following persons in the capacities and on
  the date indicated.
  
  /s/ TOMMY STONE                          /s/ RICHARD KINCAID
  -----------------------------------     -------------------------------------
  Tommy Stone, President and Director     Richard Kincaid, Treasurer and Acting
  Dated: 01/07/97                         Chief Financial Officer              
                                          Dated: 01/06/97
                                                                               
  /s/ ROBERT KINCAID                      /s/ JOSEPH F. COUGHLIN
  -----------------------------------     -------------------------------------
  Robert Kincaid, Chief Operating         Joseph F. Coughlin, Director
  Officer and Director                    Dated: 01/06/97                     
  Dated: 01/06/97
                                                                         
                              
                              
                              
  
                                    Page 4 of 5
  5
  
  /s/ JAMES J. ROACH                      /s/ ELBERT G. TINDELL
  -------------------------------         ------------------------------------
  James J. Roach, Director                Elbert G. Tindell,  Chairman and
  Dated: 01/06/97                         Chief Executive Officer
                                          Dated:  01/07/97
  
                                    Page 5 of 5
  6
                                INDEX TO EXHIBITS
  EXHIBIT
  NUMBER          DESCRIPTION
  -------         -----------
  5       Opinion concerning the legality of securities being registered.
    
     10      StoneMedia Employee Benefit Plan
    
     23      Consent of Panipinto & Associates, Attorneys at Law