content: <PAGE>   1
  
                                                        File No. 33-_____________
  
  
    As filed with the Securities and Exchange Commission on December 14, 1995.
  
                        SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
  
                                     FORM S-8
  
                           REGISTRATION STATEMENT UNDER
                            THE SECURITIES ACT OF 1933
  
                                MEDIA LOGIC, INC.
        -------------------------------------------------------------------
                (Exact name of issuer as specified in its charter)
  
      Massachusetts                                    04-2772354           
  - -----------------------------------                  --------------------
  (State or other jurisdiction                         (I.R.S. Employer
  or incorporation or organization)                    Indemnification No.)
  
  310 South Street, P.O. Box 2258, Plainville, Massachusetts               02762
  - -------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                            (Zip Code)
  
                     MEDIA LOGIC, INC. 1991 STOCK OPTION PLAN
                     ----------------------------------------
                             (Full title of the plan)
  
         William E. Davis            Copy to:         Justin P. Morreale, Esq.
         Chief Executive Officer                      Bingham, Dana & Gould
         Media Logic, Inc.                            150 Federal Street
         310 South Street                             Boston, MA  02110
         Plainville, MA 02762                         
  - -------------------------------------------------------------------------------
                     (Name and address of agent for service)
  
         (508) 695-2006                               (617) 951-8000
  - -------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
  
  
  
  <TABLE>
                         CALCULATION OF REGISTRATION FEE
  
  <CAPTION>
                                    Proposed      Proposed
  Title of                          maximum       maximum
  securities         Amount         offering      aggregate      Amount of
  to be              to be          price         offering       registration
  registered         registered     per share*    price*         fee 
  - ---------------------------------------------------------------------------     
  
  <S>                <C>            <C>           <C>            <C>            
  Common Stock       500,000        $    *        $3,319,340*    $1,145.00
  $.01 par value
  per share
  <FN>
  
  *        This estimate is made pursuant to Rule 457(h) solely for the purpose 
  of determining the registration fee. It is not known how many shares will be 
  purchased under the Plan or at what price such shares will be purchased.
  The above calculation is based on the offering of 500,000 shares, 58,221 at a 
  purchase price of $2.00 per share and 441,779 at a purchase price of $7.25, 
  which price is the average of the high and low prices of the Registrant's
  Common Stock as reported on December 12, 1995.
  
  </TABLE>
  
  
  <PAGE>   2
  
  
                                     PART II
                                     -------
  
                      INFORMATION NOT REQUIRED IN PROSPECTUS
  
  Incorporation by Reference
  - --------------------------
  
          The contents of the registration statement on Form S-8, registration No.
  33-49010, as filed with the Commission on July  21, 1992, by Media Logic, Inc.,
  are hereby incorporated by reference.
  
  Exhibits
  - --------
  
          The following exhibits are filed as part of or incorporated by reference
  into this Registration Statement:
  
          4.1*       Restated Articles of Organization of the Registrant.
                     
          4.2**      By-laws of the Registrant.
                     
          4.3        Media Logic, Inc. 1991 Stock Option Plan, as amended.
                     
          4.4***     Form of Stock Option Agreement.
                     
          5          Opinion and Consent of Bingham, Dana & Gould as to the 
                     legality of the securities being registered.
                     
          23.1       Consent of Arthur Andersen LLP.
                     
          23.2       Consent of Bingham, Dana & Gould - included in Exhibit 5.
                     
          24         Power of Attorney (included on signature page).
  
  
  *       Filed as exhibit to Annual Report on Form 10-K for the fiscal year 
  ended March 31, 1993, and incorporated herein by reference.
  
  **      Filed as exhibit to registration statement on Form S-18, File no. 
  33-14722-B, and incorporated herein by reference.
  
  **      Filed as exhibit to registration statement on Form S-8, File no. 
  33-49010, and incorporated herein by reference.
  
  
  
  
  
  
  <PAGE>   3
                                        2
  
                                    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 the Town of Plainville, Commonwealth of Massachusetts, on the 8th
  day of December 1995.
  
                                         MEDIA LOGIC, INC.
  
                                          
                                         By: /s/ William E. Davis
                                            -----------------------------
                                             William E. Davis
                                             Chief Executive Officer
  
                                POWER OF ATTORNEY
  
          We, the undersigned officers and directors of Media Logic, Inc., hereby
  severally constitute and appoint William E. Davis and Paul M. O'Brien and each
  of them singly, our true and lawful attorneys with full power to them, and each
  of them singly, to sign for us and in our names in the capacities indicated
  below, the Registration Statement on Form S-8 filed herewith and any and all
  pre-effective and post-effective amendments to said Registration Statement, and
  generally to do all such things in our names and on our behalf in our capacities
  as officers and directors to enable Media Logic, Inc. to comply with the
  provisions of the Securities Act of 1933, and all requirements of the Securities
  and Exchange Commission, hereby ratifying and confirming our signatures as they
  may be signed by our said attorneys or any of them, to said Registration
  Statement and any and all amendments thereto.
  
          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 8th day of December 1995.
  
  Signature                              Title
  - ---------                              -----
           
                                          
  /s/ William E. Davis                   Chief Executive Officer, President and
  - ---------------------------            Director (Principal Executive Officer)
  William E. Davis                        
                                          
                                          
  - ---------------------------            Chairman of the Board of Directors
  David R. Lennox                         
                                          
                                          
  /s/ Klaus J. Peter                     Executive Vice President and Director
  - ---------------------------
  Klaus J. Peter                          
                                          
                                          
  /s/ F. Michael Hruby                   Director
  - ---------------------------
  F. Michael Hruby
  
  
  
  
  
  
  
  <PAGE>   4
                                        3
  
  /s/ Raymond LeClerc                    Director
  - ---------------------------
  Raymond LeClerc                         
                                          
                                          
  /s/ Joseph L. Mitchell                 Director
  - ---------------------------
  Joseph L. Mitchell                      
                                          
                                          
  /s/ Harold B. Shukovsky                Director
  - ---------------------------
  Harold B. Shukovsky                     
                                          
                                          
  /s/ Francis S. Wyman                   Director
  - ---------------------------
  Francis S. Wyman                        
                                          
                                          
  /s/ Paul M. O'Brien                    Chief Financial Officer, Vice President,
  - ---------------------------            Treasurer and Clerk (Principal Accounting
  Paul M. O'Brien                        Officer and Principal Financial Officer)
                                                           
  
  
  
  <PAGE>   5
                   
  
  
  <TABLE>
                                  EXHIBIT INDEX
  
  
  <CAPTION>
  Exhibit No.  Description of Documents                           Page No.
  - -----------  ------------------------                           --------
  
  <S>          <C>                                                  <C>
  4.1*         Restated Articles of Organization
               of the Registrant.
               
  4.2**        By-laws of the Registrant.
               
  4.3          Media-Logic, Inc. 1991 Stock                         A-1
               Option Plan, as amended.                             
                                                                    
  4.4***       Form of Stock Option Agreement.                      
                                                                    
  5            Opinion of Bingham, Dana & Gould.                    B-1
                                                                    
  23.1         Consent of Arthur Andersen LLP.                      C-1
               
  23.2         Consent of Bingham, Dana & Gould
               (included in Exhibit 5).
               
  24           Power of Attorney (included on
               signature page).
  
  <FN>
  _______________
  *        Filed as exhibit to Annual Report on Form 10-K for the fiscal year ended March 31, 1993, and incorporated herein by
  reference.
  
  **       Filed as exhibit to registration statement on Form S-18, File no. 33-14722-B, and incorporated herein by reference.
  ***      Filed as exhibit to registration statement on Form S-8, File no. 33-49010, and incorporated herein by reference.
  
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "MEDIA LOGIC, INC.", "secsgml_size_bytes": 10639}]
metadata_filer: {"company-data": {"conformed-name": "MEDIA LOGIC INC", "cik": "0000815185", "assigned-sic": "3829", "irs-number": "042772354", "state-of-incorporation": "MA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-65003", "film-number": "95601568"}, "business-address": {"street1": "310 SOUTH STREET", "street2": "P O BOX 2258", "city": "BOSTON", "state": "MA", "zip": "02762", "phone": "5086952006"}, "mail-address": {"street1": "310 SOUTH STREET", "street2": "P O BOX 2258", "city": "PLAINVILLE", "state": "MA", "zip": "02762"}}
text: 1
  
                                                        File No. 33-_____________
  
    As filed with the Securities and Exchange Commission on December 14, 1995.
  
                        SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
  
                                     FORM S-8
  
                           REGISTRATION STATEMENT UNDER
                            THE SECURITIES ACT OF 1933
  
                                MEDIA LOGIC, INC.
        -------------------------------------------------------------------
                (Exact name of issuer as specified in its charter)
  
      Massachusetts                                    04-2772354           
  - -----------------------------------                  --------------------
  (State or other jurisdiction                         (I.R.S. Employer
  or incorporation or organization)                    Indemnification No.)
  
  310 South Street, P.O. Box 2258, Plainville, Massachusetts               02762
  - -------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                            (Zip Code)
  
                     MEDIA LOGIC, INC. 1991 STOCK OPTION PLAN
                     ----------------------------------------
                             (Full title of the plan)
  
         William E. Davis            Copy to:         Justin P. Morreale, Esq.
         Chief Executive Officer                      Bingham, Dana & Gould
         Media Logic, Inc.                            150 Federal Street
         310 South Street                             Boston, MA  02110
         Plainville, MA 02762                         
  - -------------------------------------------------------------------------------
                     (Name and address of agent for service)
  
         (508) 695-2006                               (617) 951-8000
  - -------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
  
                         CALCULATION OF REGISTRATION FEE
  Proposed      Proposed
  Title of                          maximum       maximum
  securities         Amount         offering      aggregate      Amount of
  to be              to be          price         offering       registration
  registered         registered     per share*    price*         fee 
  - ---------------------------------------------------------------------------
  Common Stock       500,000        $    *        $3,319,340*    $1,145.00
  $.01 par value
  per share
  *        This estimate is made pursuant to Rule 457(h) solely for the purpose 
  of determining the registration fee. It is not known how many shares will be 
  purchased under the Plan or at what price such shares will be purchased.
  The above calculation is based on the offering of 500,000 shares, 58,221 at a 
  purchase price of $2.00 per share and 441,779 at a purchase price of $7.25, 
  which price is the average of the high and low prices of the Registrant's
  Common Stock as reported on December 12, 1995.
  2
  
                                     PART II
                                     -------
  
                      INFORMATION NOT REQUIRED IN PROSPECTUS
  
  Incorporation by Reference
  - --------------------------
  
          The contents of the registration statement on Form S-8, registration No.
  33-49010, as filed with the Commission on July  21, 1992, by Media Logic, Inc.,
  are hereby incorporated by reference.
  
  Exhibits
  - --------
  
          The following exhibits are filed as part of or incorporated by reference
  into this Registration Statement:
  
          4.1*       Restated Articles of Organization of the Registrant.
                     
          4.2**      By-laws of the Registrant.
                     
          4.3        Media Logic, Inc. 1991 Stock Option Plan, as amended.
                     
          4.4***     Form of Stock Option Agreement.
                     
          5          Opinion and Consent of Bingham, Dana & Gould as to the 
                     legality of the securities being registered.
                     
          23.1       Consent of Arthur Andersen LLP.
                     
          23.2       Consent of Bingham, Dana & Gould - included in Exhibit 5.
                     
          24         Power of Attorney (included on signature page).
  
  *       Filed as exhibit to Annual Report on Form 10-K for the fiscal year 
  ended March 31, 1993, and incorporated herein by reference.
  
  **      Filed as exhibit to registration statement on Form S-18, File no. 
  33-14722-B, and incorporated herein by reference.
  
  **      Filed as exhibit to registration statement on Form S-8, File no. 
  33-49010, and incorporated herein by reference.
  3
                                        2
  
                                    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 the Town of Plainville, Commonwealth of Massachusetts, on the 8th
  day of December 1995.
  
                                         MEDIA LOGIC, INC.
  
                                          
                                         By: /s/ William E. Davis
                                            -----------------------------
                                             William E. Davis
                                             Chief Executive Officer
  
                                POWER OF ATTORNEY
  
          We, the undersigned officers and directors of Media Logic, Inc., hereby
  severally constitute and appoint William E. Davis and Paul M. O'Brien and each
  of them singly, our true and lawful attorneys with full power to them, and each
  of them singly, to sign for us and in our names in the capacities indicated
  below, the Registration Statement on Form S-8 filed herewith and any and all
  pre-effective and post-effective amendments to said Registration Statement, and
  generally to do all such things in our names and on our behalf in our capacities
  as officers and directors to enable Media Logic, Inc. to comply with the
  provisions of the Securities Act of 1933, and all requirements of the Securities
  and Exchange Commission, hereby ratifying and confirming our signatures as they
  may be signed by our said attorneys or any of them, to said Registration
  Statement and any and all amendments thereto.
  
          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 8th day of December 1995.
  
  Signature                              Title
  - ---------                              -----
           
                                          
  /s/ William E. Davis                   Chief Executive Officer, President and
  - ---------------------------            Director (Principal Executive Officer)
  William E. Davis                        
                                          
                                          
  - ---------------------------            Chairman of the Board of Directors
  David R. Lennox                         
                                          
                                          
  /s/ Klaus J. Peter                     Executive Vice President and Director
  - ---------------------------
  Klaus J. Peter                          
                                          
                                          
  /s/ F. Michael Hruby                   Director
  - ---------------------------
  F. Michael Hruby
  4
                                        3
  
  /s/ Raymond LeClerc                    Director
  - ---------------------------
  Raymond LeClerc                         
                                          
                                          
  /s/ Joseph L. Mitchell                 Director
  - ---------------------------
  Joseph L. Mitchell                      
                                          
                                          
  /s/ Harold B. Shukovsky                Director
  - ---------------------------
  Harold B. Shukovsky                     
                                          
                                          
  /s/ Francis S. Wyman                   Director
  - ---------------------------
  Francis S. Wyman                        
                                          
                                          
  /s/ Paul M. O'Brien                    Chief Financial Officer, Vice President,
  - ---------------------------            Treasurer and Clerk (Principal Accounting
  Paul M. O'Brien                        Officer and Principal Financial Officer)
  5
                   
  
                                  EXHIBIT INDEX
  Exhibit No.  Description of Documents                           Page No.
  - -----------  ------------------------                           --------
  4.1*         Restated Articles of Organization
               of the Registrant.
               
  4.2**        By-laws of the Registrant.
               
  4.3          Media-Logic, Inc. 1991 Stock                         A-1
               Option Plan, as amended.                             
                                                                    
  4.4***       Form of Stock Option Agreement.                      
                                                                    
  5            Opinion of Bingham, Dana & Gould.                    B-1
                                                                    
  23.1         Consent of Arthur Andersen LLP.                      C-1
               
  23.2         Consent of Bingham, Dana & Gould
               (included in Exhibit 5).
               
  24           Power of Attorney (included on
               signature page).
  _______________
  *        Filed as exhibit to Annual Report on Form 10-K for the fiscal year ended March 31, 1993, and incorporated herein by
  reference.
  
  **       Filed as exhibit to registration statement on Form S-18, File no. 33-14722-B, and incorporated herein by reference.
  ***      Filed as exhibit to registration statement on Form S-8, File no. 33-49010, and incorporated herein by reference.