content: <PAGE>   1
       As filed with the Securities and Exchange Commission on August 22, 1996
  
                                                REGISTRATION STATEMENT NO. 333-
  ===============================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                               ----------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                             --------------------------
  
                                    RESTRAC, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
           DELAWARE                                     04-2935271
  (STATE OF INCORPORATION)                (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
  
                                   3 ALLIED DRIVE
                             DEDHAM, MASSACHUSETTS 02026
                                   (617) 320-5600
  
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                     REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
  
                        RESTRAC, INC. 1994 STOCK OPTION PLAN
  
                   RESTRAC, INC. 1996 STOCK OPTION AND GRANT PLAN
  
                   RESTRAC, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
  
                              (FULL TITLE OF THE PLANS)
  
                              ------------------------
  
                                   LARS D. PERKINS
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                    RESTRAC, INC.
                                   3 ALLIED DRIVE
                             DEDHAM, MASSACHUSETTS 02026
                                   (617) 320-5600
  
   (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                                OF AGENT FOR SERVICE)
  
                              ------------------------
  
                                   WITH COPIES TO:
  
                               John J. Egan III, Esq.
                             GOODWIN, PROCTER & HOAR LLP
                                   Exchange Place
                             Boston, Massachusetts 02109
                                   (617) 570-1514
  
                            ----------------------------
  <TABLE>
  
                                          CALCULATION OF REGISTRATION FEE
  <CAPTION>
  ==============================================================================================================
  Title of Securities to  Amount to be   Proposed Maximum Offering   Proposed Maximum Aggregate    Amount of
      be Registered       Registered(1)       Price Per Share              Offering Price       Registration Fee
  - --------------------------------------------------------------------------------------------------------------
  <S>                       <C>                   <C>                        <C>                    <C>   
  Common Stock (2)          351,382               $  .44                     $   154,609            $   54
                            139,912               $ 2.00                     $   279,824            $   97
                             26,625               $ 3.00                     $    79,875            $   28
                             28,425               $ 4.67                     $   132,745            $   46
                            297,875               $11.00                     $ 3,276,625            $1,130
                             20,000               $12.00                     $   240,000            $   83
  
  - --------------------------------------------------------------------------------------------------------------
  Common Stock              885,781               $12.13(3)                  $10,744,524            $3,705
  ==============================================================================================================
  
  <FN>
  
  (1)  This Registration Statement also relates to such indeterminate number of
       additional shares as may be issuable pursuant to the Restrac, Inc. 1994
       Stock Option Plan, the Restrac, Inc. 1996 Stock Option and Grant Plan and
       the Restrac, Inc. 1996 Employee Stock Purchase Plan as a result of a stock
       dividend, reverse stock split, split-up, recapitalization or other similar
       event.
  
  (2)  The aggregate offering price and fee are computed based on the exercise
       price of the options to purchase shares of Common Stock of Restrac, Inc.,
       par value $.01 per share, which have been granted to date under the
       Restrac, Inc. 1994 Stock Option Plan and the Restrac, Inc. 1996 Stock
       Option and Grant Plan in accordance with Rule 457(h) under the Securities
       Act of 1933.
  
  (3)  This estimate is based on the average of the high and low prices of the
       Common Stock of Restrac, Inc., par value $.01 per share, as reported on the
       Nasdaq National Market on August 15, 1996, pursuant to Rule 457(c) and (h)
       under the Securities Act of 1933, solely for purposes of determining the
       registration fee with respect to the shares of Common Stock to be issued
       under the Restrac, Inc. 1996 Employee Stock Purchase Plan and Restrac, Inc.
       1996 Stock Option and Grant Plan.
       
  ==============================================================================================================
  
  </TABLE>
  
  <PAGE>   2
  
  
                                       PART I
               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUSES
  
  
  Item 1.     Plan Information.*
              ----------------
  
  Item 2.     Registrant Information and Employee Plan Annual Information.*
              -----------------------------------------------------------
  
  
       * Information required by Part I to be contained in the Section 10(a)
  Prospectuses is omitted from this Registration Statement in accordance with the
  Introductory Note to Part I of Form S-8.
  
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.     Incorporation of Documents by Reference.
              ---------------------------------------
   
       Restrac, Inc. (the "Registrant") hereby incorporates by reference the
  documents listed in (a) through (c) below, which have previously been filed with
  the Securities and Exchange Commission (the "Commission").
  
       (a)  The Registrant's prospectus, filed with the Commission on July 23,
            1996 pursuant to Rule 424(b) of the Securities Act of 1933;
  
       (b)  All other reports filed with the Commission since September 30, 1995
            pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
            1934; and
  
       (c)  The description of the Registrant's Common Stock contained in its
            Registration Statement on Form 8-A, filed with the Commission on June
            21, 1996, pursuant to Section 12(g) of the Securities Exchange Act of
            1934, and any amendments or reports filed for the purpose of updating
            such description.
  
       In addition, all documents subsequently filed with the Commission by the
  Registrant pursuant to Sections 13(a) and 13(c), Section 14 and Section 15(d) of
  the Securities Exchange Act of 1934, prior to the filing of a post-effective
  amendment which indicates that all securities offered hereunder 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 filing of such documents. Any statement contained in a document
  incorporated or deemed incorporated by reference herein shall be deemed to be
  modified or superseded for purposes hereof to the extent that a statement
  contained herein or in any subsequently filed document which also is
  incorporated or deemed to be incorporated by reference herein modifies or
  supersedes such statement. Any such 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.
              -----------------------------------------
  
       Subsection (a) of Section 145 of the General Corporation Law of the State
  of Delaware (the "GCLD") empowers a corporation to 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 an action by or in the right of the corporation) by
  reason of the fact that he or she is or was a director, officer, employee or
  agent of the corporation or is or was serving at the request of the corporation
  as a director, officer, employee or agent of another corporation, partnership,
  joint venture, trust or other enterprise,
  
  
  
  
  
  <PAGE>   3
  
  
  against expenses (including attorneys' fees), judgments, fines and amounts paid
  in settlement actually and reasonably incurred by him or her in connection with
  such action, suit or proceeding if he or she acted in good faith and in a manner
  that he or she reasonably believed to be in or not opposed to the best interests
  of the corporation, and, with respect to any criminal action or proceeding, had
  no reasonable cause to believe his or her conduct was unlawful. Under subsection
  (a), the termination of any action, suit or proceeding by judgment, order,
  settlement, conviction or upon a plea of nolo contendere or its equivalent,
  shall not, of itself, create a presumption that the person did not act in good
  faith and in a manner which he or she reasonably believed to be in or not
  opposed to the best interests of the corporation, and, with respect to any
  criminal action or proceeding, had reasonable cause to believe that his conduct
  was unlawful.
  
       Subsection (b) of Section 145 of the GCLD empowers a corporation to
  indemnify any person who was or is a party or is threatened to be made a party
  to any threatened, pending or completed action or suit by or in the right of the
  corporation to procure a judgment in its favor by reason of the fact that he or
  she is or was a director, officer, employee or agent of the corporation, or is
  or was serving at the request of the corporation as a director, officer,
  employee or agent of another corporation, partnership, joint venture, trust or
  other enterprise against expenses (including attorneys' fees) actually and
  reasonably incurred by him or her in connection with the defense or settlement
  of such action or suit if he or she acted in good faith and in a manner he or
  she reasonably believed to be in or not opposed to the best interests of the
  corporation and except that no indemnification shall be made in respect of any
  claim, issue or matter as to which such person shall have been found to be
  liable to the corporation unless and only to the extent that the Court of
  Chancery or the court in which such action or suit was brought shall determine
  upon application that, despite the adjudication of liability but in view of all
  the circumstances of the case, such person is fairly and reasonably entitled to
  indemnity for such expenses which the Court of Chancery or such other court
  shall deem proper.
  
       Subsection (d) of Section 145 of the GCLD permits indemnification under
  subsections (a) and (b) of Section 145 only if authorized in the specific case
  following a determination that the individual seeking indemnification has met
  the standard of conduct required by the applicable subsection. Such
  determination shall be made (1) by a majority vote of the directors who are not
  parties to such action, suit or proceeding, even though less than a quorum, or
  (2) if there are not such directors, or if such directors so direct, by
  independent legal counsel in a written opinion, or (3) by the stockholders.
  
       Section 145 further provides that to the extent a director or officer of a
  corporation has been successful on the merits or otherwise in defense of any
  action, suit or proceeding referred to in subsections (a) and (b) of Section 145
  in the defense of any claim, issue or matter therein, he or she shall be
  indemnified against expenses (including attorneys' fees) actually and reasonably
  incurred by him or her in connection therewith; that indemnification provided
  for by Section 145 shall not be deemed exclusive of any other rights to which
  the indemnified party may be entitled; that indemnification provided for by
  Section 145 shall, unless otherwise provided when authorized or ratified,
  continue as to a person who has ceased to be a director, officer, employee or
  agent and shall inure to the benefit of such person's heirs, executors and
  administrators; and that the corporation has the power to purchase and maintain
  insurance on behalf of a director or officer of the corporation against any
  liability asserted against him or her and incurred by him or her in any such
  capacity, or arising out of his or her status as such whether or not the
  corporation would have the power to indemnify him or her against such
  liabilities under Section 145.
  
       Section 102(b)(7) of the GCLD provides that a certificate of incorporation
  may contain a provision eliminating or limiting the personal liability of a
  director or the corporation or its stockholders for monetary damages for breach
  of fiduciary duty as a director provided that such provision shall not eliminate
  or limit the liability of a director (i) for any breach of a director's duty of
  loyalty to the corporation or its stockholders, (ii) for acts or omissions not
  in good faith or which involve intentional misconduct or a knowing violation of
  the law, (iii) under Section 174 of the GCLD, or (iv) for any transaction from
  which the director derived an improper personal benefit.
  
       Reference is made to Article V of the Amended and Restated By-laws of the
  Company which provides for indemnification by the Company of its directors and
  officers to the fullest extent authorized by the GCLD against expenses
  (including attorneys' fees, judgments, fines and amounts paid in settlement)
  actually and reasonably incurred in connection with the defense or settlement of
  any threatened, pending or completed legal proceeding in which any such person
  is involved by reason of the fact that such person is or was a director or
  officer of the Company if such person acted in good faith and in a manner he or
  she reasonably believed to be in or not opposed to the best interests of the
  Company, and, with respect to criminal actions or proceedings, if such person
  had no reasonable cause to believe that his or her conduct was unlawful.
  
  
  
  
  
  
  
                                          2
  
  
  <PAGE>   4
  
  
       Reference is made to Article VII of the Third Amended and Restated
  Certificate of Incorporation of the Company (the "Certificate of Incorporation")
  which provides that a Director of the Company shall not be personally liable to
  the Company or its stockholders for monetary damages for breach of fiduciary
  duty as a Director, except for liability (i) for any breach of the Director's
  duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
  not in good faith or which involve intentional misconduct or a knowing violation
  of law, (iii) under Section 174 of the GCLD or (iv) for any transaction from
  which the Director derived an improper personal benefit. The Certificate of
  Incorporation also provides that if the GCLD is amended to authorize corporate
  action further eliminating or limiting the personal liability of Directors, then
  the liability of a Director of the Company shall be eliminated or limited to the
  fullest extent permitted by the GCLD, as so amended.
  
       Reference is made to the Indemnity Agreements entered into by the
  Company with Messrs. Perkins, Costello, Campanello and Johnston in order to
  induce their service on the Board of Directors of the Company. Each Indemnity
  Agreement provides a contractual right to indemnification to Messrs. Perkins,
  Costello, Campanello and Johnston for certain expenses incurred by such
  directors due to suits brought against them in their capacities as directors of
  the Company, to the extent permitted by Delaware law and the Company's
  Certificate of Incorporation.
  
       The Company has purchased directors' and officers' liability insurance
  coverage, including securities related exposure and entity coverage, in the
  amount of $2,000,000.
  
  
  Item 7.     Exemption from Registration Claimed.
              -----------------------------------
   
              Not Applicable.
  
  
  Item 8.     Exhibits.
              --------
  
       The following is a complete list of exhibits filed or incorporated by
  reference as part of this Registration Statement:
  
         4.1  Third Amended and Restated Certificate of Incorporation of Restrac,
              Inc.
         4.2  Amended and Restated By-Laws of Restrac, Inc.
         5.1  Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
              securities being registered.
        23.1  Consent of Goodwin, Procter & Hoar LLP (included in their opinion
              filed as Exhibit 5.1 hereto).
        23.2  Consent of Arthur Andersen LLP, Independent Public Accountants.
        24.1  Power of Attorney (included on the signature page of this 
              registration statement).
        99.1  Restrac, Inc. 1994 Stock Option Plan.
       +99.2  Restrac, Inc. 1996 Stock Option and Grant Plan.
       +99.3  Restrac, Inc. 1996 Employee Stock Purchase Plan.
  
  - --------------------
  
  +    Incorporated by reference to the relevant exhibit to the Restrac, Inc.
       Registration Statement on Form S-1, as amended, (File No. 333-03521) which
       was originally filed with the Commission on May 10, 1996.
  
  
  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;
  
                                          3
  
  
  <PAGE>   5
  
  
                          (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. Notwithstanding the foregoing, any increase or
                    decrease in volume of securities offered (if the total dollar
                    value of securities offered would not exceed that which was
                    registered) and any deviation from the low or high and of the
                    estimated maximum offering range may be reflected in the form
                    of prospectus filed with the Commission pursuant to Rule
                    424(b) if, in the aggregate, the changes in volume and price
                    represent no more than 20 percent change in the maximum
                    aggregate offering price set forth in the "Calculation of
                    Registration Fee" table in the effective 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) herein
              do not apply if the information required to be included in a
              post-effective amendment by those paragraphs is contained in
              periodic reports filed with or furnished to the Commission by the
              undersigned 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
              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 15(d) 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 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
              Securities Act of 1933, 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
              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 Securities Act of 1933 and
              will be governed by the final adjudication of such issue.
  
  
  
  
  
                                          4
  
  
  <PAGE>   6
  
  
                                     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 City of Dedham, Commonwealth of Massachusetts on this 22nd
  day of August, 1996.
  
  
                                            RESTRAC, INC.
  
  
  
                                            By: /s/ Lars D. Perkins
                                                ---------------------------------
                                                Lars D. Perkins
                                                Director, Chief Executive Officer 
                                                and President
  
  
                                  POWER OF ATTORNEY
  
       KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
  directors of Restrac, Inc. hereby severally constitute Lars D. Perkins and
  Cynthia G. Eades 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 filed herewith and
  any and all amendments to said Registration Statement, and generally to do all
  such things in our names and in our capacities as officers and directors to
  enable Restrac, 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 date indicated.
  
  
          SIGNATURE                       CAPACITY                      DATE
          ---------                       --------                      ----
  
  
  /s/ Lars D. Perkins          Director, Chief Executive Officer   August 22, 1996
  - --------------------------   and President
  Lars D. Perkins              (Principal Executive Officer)
  
  
  /s/ Cynthia G. Eades         Chief Financial Officer             August 22, 1996
  - --------------------------   (Principal Financial Officer
  Cynthia G. Eades             and Principal Accounting Officer)
  
  
  /s/ Russell J. Campanello    Director                            August 22, 1996
  - --------------------------
  Russell J. Campanello
  
  
  /s/ J. Paul Costello         Director                            August 22, 1996
  - --------------------------
  J. Paul Costello
  
  
  /s/ A. Bruce Johnston        Director                            August 22, 1996
  - --------------------------
  A. Bruce Johnston
  
                                          5
  
  
  <PAGE>   7
  
                                    EXHIBIT INDEX
                                    -------------
                       
                 
  Exhibit No.                Description
  - -----------                -----------
  
          4.1     Third Amended and Restated Certificate of Incorporation of 
                  Restrac, Inc.
  
          4.2     Amended and Restated By-Laws of Restrac, Inc.
  
          5.1     Opinion of Goodwin, Procter & Hoar LLP as to the legality of 
                  the securities being registered.
  
         23.1     Consent of Goodwin, Procter & Hoar LLP (included in their 
                  opinion filed as Exhibit 5.1 hereto).
  
         23.2     Consent of Arthur Andersen LLP, Independent Public Accountants.
  
         24.1     Power of Attorney (included on the signature page of this 
                  registration statement).
  
         99.1     Restrac, Inc. 1994 Stock Option Plan.
  
        +99.2     Restrac, Inc. 1996 Stock Option and Grant Plan.
  
        +99.3     Restrac, Inc. 1996 Employee Stock Purchase Plan.
  
  
  
  - --------------
  
  +     Incorporated by reference to the relevant exhibit to the Restrac, Inc.
        Registration Statement on Form S-1, as amended, (File No.333-03521) which
        was originally filed with the Commission on May 10, 1996.
  
  
  
  
  
  
  
  
  
                                          6
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text: 1
       As filed with the Securities and Exchange Commission on August 22, 1996
  
                                                REGISTRATION STATEMENT NO. 333-
  ===============================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                               ----------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                             --------------------------
  
                                    RESTRAC, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
           DELAWARE                                     04-2935271
  (STATE OF INCORPORATION)                (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
  
                                   3 ALLIED DRIVE
                             DEDHAM, MASSACHUSETTS 02026
                                   (617) 320-5600
  
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                     REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
  
                        RESTRAC, INC. 1994 STOCK OPTION PLAN
  
                   RESTRAC, INC. 1996 STOCK OPTION AND GRANT PLAN
  
                   RESTRAC, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
  
                              (FULL TITLE OF THE PLANS)
  
                              ------------------------
  
                                   LARS D. PERKINS
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                    RESTRAC, INC.
                                   3 ALLIED DRIVE
                             DEDHAM, MASSACHUSETTS 02026
                                   (617) 320-5600
  
   (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                                OF AGENT FOR SERVICE)
  
                              ------------------------
  
                                   WITH COPIES TO:
  
                               John J. Egan III, Esq.
                             GOODWIN, PROCTER & HOAR LLP
                                   Exchange Place
                             Boston, Massachusetts 02109
                                   (617) 570-1514
  
                            ----------------------------
  
                                          CALCULATION OF REGISTRATION FEE
  ==============================================================================================================
  Title of Securities to  Amount to be   Proposed Maximum Offering   Proposed Maximum Aggregate    Amount of
      be Registered       Registered(1)       Price Per Share              Offering Price       Registration Fee
  - --------------------------------------------------------------------------------------------------------------
  Common Stock (2)          351,382               $  .44                     $   154,609            $   54
                            139,912               $ 2.00                     $   279,824            $   97
                             26,625               $ 3.00                     $    79,875            $   28
                             28,425               $ 4.67                     $   132,745            $   46
                            297,875               $11.00                     $ 3,276,625            $1,130
                             20,000               $12.00                     $   240,000            $   83
  
  - --------------------------------------------------------------------------------------------------------------
  Common Stock              885,781               $12.13(3)                  $10,744,524            $3,705
  ==============================================================================================================
  (1)  This Registration Statement also relates to such indeterminate number of
       additional shares as may be issuable pursuant to the Restrac, Inc. 1994
       Stock Option Plan, the Restrac, Inc. 1996 Stock Option and Grant Plan and
       the Restrac, Inc. 1996 Employee Stock Purchase Plan as a result of a stock
       dividend, reverse stock split, split-up, recapitalization or other similar
       event.
  
  (2)  The aggregate offering price and fee are computed based on the exercise
       price of the options to purchase shares of Common Stock of Restrac, Inc.,
       par value $.01 per share, which have been granted to date under the
       Restrac, Inc. 1994 Stock Option Plan and the Restrac, Inc. 1996 Stock
       Option and Grant Plan in accordance with Rule 457(h) under the Securities
       Act of 1933.
  
  (3)  This estimate is based on the average of the high and low prices of the
       Common Stock of Restrac, Inc., par value $.01 per share, as reported on the
       Nasdaq National Market on August 15, 1996, pursuant to Rule 457(c) and (h)
       under the Securities Act of 1933, solely for purposes of determining the
       registration fee with respect to the shares of Common Stock to be issued
       under the Restrac, Inc. 1996 Employee Stock Purchase Plan and Restrac, Inc.
       1996 Stock Option and Grant Plan.
       
  ==============================================================================================================
  2
  
                                       PART I
               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUSES
  
  Item 1.     Plan Information.*
              ----------------
  
  Item 2.     Registrant Information and Employee Plan Annual Information.*
              -----------------------------------------------------------
  
       * Information required by Part I to be contained in the Section 10(a)
  Prospectuses is omitted from this Registration Statement in accordance with the
  Introductory Note to Part I of Form S-8.
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.     Incorporation of Documents by Reference.
              ---------------------------------------
   
       Restrac, Inc. (the "Registrant") hereby incorporates by reference the
  documents listed in (a) through (c) below, which have previously been filed with
  the Securities and Exchange Commission (the "Commission").
  
       (a)  The Registrant's prospectus, filed with the Commission on July 23,
            1996 pursuant to Rule 424(b) of the Securities Act of 1933;
  
       (b)  All other reports filed with the Commission since September 30, 1995
            pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
            1934; and
  
       (c)  The description of the Registrant's Common Stock contained in its
            Registration Statement on Form 8-A, filed with the Commission on June
            21, 1996, pursuant to Section 12(g) of the Securities Exchange Act of
            1934, and any amendments or reports filed for the purpose of updating
            such description.
  
       In addition, all documents subsequently filed with the Commission by the
  Registrant pursuant to Sections 13(a) and 13(c), Section 14 and Section 15(d) of
  the Securities Exchange Act of 1934, prior to the filing of a post-effective
  amendment which indicates that all securities offered hereunder 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 filing of such documents. Any statement contained in a document
  incorporated or deemed incorporated by reference herein shall be deemed to be
  modified or superseded for purposes hereof to the extent that a statement
  contained herein or in any subsequently filed document which also is
  incorporated or deemed to be incorporated by reference herein modifies or
  supersedes such statement. Any such 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.
              -----------------------------------------
  
       Subsection (a) of Section 145 of the General Corporation Law of the State
  of Delaware (the "GCLD") empowers a corporation to 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 an action by or in the right of the corporation) by
  reason of the fact that he or she is or was a director, officer, employee or
  agent of the corporation or is or was serving at the request of the corporation
  as a director, officer, employee or agent of another corporation, partnership,
  joint venture, trust or other enterprise,
  3
  
  against expenses (including attorneys' fees), judgments, fines and amounts paid
  in settlement actually and reasonably incurred by him or her in connection with
  such action, suit or proceeding if he or she acted in good faith and in a manner
  that he or she reasonably believed to be in or not opposed to the best interests
  of the corporation, and, with respect to any criminal action or proceeding, had
  no reasonable cause to believe his or her conduct was unlawful. Under subsection
  (a), the termination of any action, suit or proceeding by judgment, order,
  settlement, conviction or upon a plea of nolo contendere or its equivalent,
  shall not, of itself, create a presumption that the person did not act in good
  faith and in a manner which he or she reasonably believed to be in or not
  opposed to the best interests of the corporation, and, with respect to any
  criminal action or proceeding, had reasonable cause to believe that his conduct
  was unlawful.
  
       Subsection (b) of Section 145 of the GCLD empowers a corporation to
  indemnify any person who was or is a party or is threatened to be made a party
  to any threatened, pending or completed action or suit by or in the right of the
  corporation to procure a judgment in its favor by reason of the fact that he or
  she is or was a director, officer, employee or agent of the corporation, or is
  or was serving at the request of the corporation as a director, officer,
  employee or agent of another corporation, partnership, joint venture, trust or
  other enterprise against expenses (including attorneys' fees) actually and
  reasonably incurred by him or her in connection with the defense or settlement
  of such action or suit if he or she acted in good faith and in a manner he or
  she reasonably believed to be in or not opposed to the best interests of the
  corporation and except that no indemnification shall be made in respect of any
  claim, issue or matter as to which such person shall have been found to be
  liable to the corporation unless and only to the extent that the Court of
  Chancery or the court in which such action or suit was brought shall determine
  upon application that, despite the adjudication of liability but in view of all
  the circumstances of the case, such person is fairly and reasonably entitled to
  indemnity for such expenses which the Court of Chancery or such other court
  shall deem proper.
  
       Subsection (d) of Section 145 of the GCLD permits indemnification under
  subsections (a) and (b) of Section 145 only if authorized in the specific case
  following a determination that the individual seeking indemnification has met
  the standard of conduct required by the applicable subsection. Such
  determination shall be made (1) by a majority vote of the directors who are not
  parties to such action, suit or proceeding, even though less than a quorum, or
  (2) if there are not such directors, or if such directors so direct, by
  independent legal counsel in a written opinion, or (3) by the stockholders.
  
       Section 145 further provides that to the extent a director or officer of a
  corporation has been successful on the merits or otherwise in defense of any
  action, suit or proceeding referred to in subsections (a) and (b) of Section 145
  in the defense of any claim, issue or matter therein, he or she shall be
  indemnified against expenses (including attorneys' fees) actually and reasonably
  incurred by him or her in connection therewith; that indemnification provided
  for by Section 145 shall not be deemed exclusive of any other rights to which
  the indemnified party may be entitled; that indemnification provided for by
  Section 145 shall, unless otherwise provided when authorized or ratified,
  continue as to a person who has ceased to be a director, officer, employee or
  agent and shall inure to the benefit of such person's heirs, executors and
  administrators; and that the corporation has the power to purchase and maintain
  insurance on behalf of a director or officer of the corporation against any
  liability asserted against him or her and incurred by him or her in any such
  capacity, or arising out of his or her status as such whether or not the
  corporation would have the power to indemnify him or her against such
  liabilities under Section 145.
  
       Section 102(b)(7) of the GCLD provides that a certificate of incorporation
  may contain a provision eliminating or limiting the personal liability of a
  director or the corporation or its stockholders for monetary damages for breach
  of fiduciary duty as a director provided that such provision shall not eliminate
  or limit the liability of a director (i) for any breach of a director's duty of
  loyalty to the corporation or its stockholders, (ii) for acts or omissions not
  in good faith or which involve intentional misconduct or a knowing violation of
  the law, (iii) under Section 174 of the GCLD, or (iv) for any transaction from
  which the director derived an improper personal benefit.
  
       Reference is made to Article V of the Amended and Restated By-laws of the
  Company which provides for indemnification by the Company of its directors and
  officers to the fullest extent authorized by the GCLD against expenses
  (including attorneys' fees, judgments, fines and amounts paid in settlement)
  actually and reasonably incurred in connection with the defense or settlement of
  any threatened, pending or completed legal proceeding in which any such person
  is involved by reason of the fact that such person is or was a director or
  officer of the Company if such person acted in good faith and in a manner he or
  she reasonably believed to be in or not opposed to the best interests of the
  Company, and, with respect to criminal actions or proceedings, if such person
  had no reasonable cause to believe that his or her conduct was unlawful.
  
                                          2
  4
  
       Reference is made to Article VII of the Third Amended and Restated
  Certificate of Incorporation of the Company (the "Certificate of Incorporation")
  which provides that a Director of the Company shall not be personally liable to
  the Company or its stockholders for monetary damages for breach of fiduciary
  duty as a Director, except for liability (i) for any breach of the Director's
  duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
  not in good faith or which involve intentional misconduct or a knowing violation
  of law, (iii) under Section 174 of the GCLD or (iv) for any transaction from
  which the Director derived an improper personal benefit. The Certificate of
  Incorporation also provides that if the GCLD is amended to authorize corporate
  action further eliminating or limiting the personal liability of Directors, then
  the liability of a Director of the Company shall be eliminated or limited to the
  fullest extent permitted by the GCLD, as so amended.
  
       Reference is made to the Indemnity Agreements entered into by the
  Company with Messrs. Perkins, Costello, Campanello and Johnston in order to
  induce their service on the Board of Directors of the Company. Each Indemnity
  Agreement provides a contractual right to indemnification to Messrs. Perkins,
  Costello, Campanello and Johnston for certain expenses incurred by such
  directors due to suits brought against them in their capacities as directors of
  the Company, to the extent permitted by Delaware law and the Company's
  Certificate of Incorporation.
  
       The Company has purchased directors' and officers' liability insurance
  coverage, including securities related exposure and entity coverage, in the
  amount of $2,000,000.
  
  Item 7.     Exemption from Registration Claimed.
              -----------------------------------
   
              Not Applicable.
  
  Item 8.     Exhibits.
              --------
  
       The following is a complete list of exhibits filed or incorporated by
  reference as part of this Registration Statement:
  
         4.1  Third Amended and Restated Certificate of Incorporation of Restrac,
              Inc.
         4.2  Amended and Restated By-Laws of Restrac, Inc.
         5.1  Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
              securities being registered.
        23.1  Consent of Goodwin, Procter & Hoar LLP (included in their opinion
              filed as Exhibit 5.1 hereto).
        23.2  Consent of Arthur Andersen LLP, Independent Public Accountants.
        24.1  Power of Attorney (included on the signature page of this 
              registration statement).
        99.1  Restrac, Inc. 1994 Stock Option Plan.
       +99.2  Restrac, Inc. 1996 Stock Option and Grant Plan.
       +99.3  Restrac, Inc. 1996 Employee Stock Purchase Plan.
  
  - --------------------
  
  +    Incorporated by reference to the relevant exhibit to the Restrac, Inc.
       Registration Statement on Form S-1, as amended, (File No. 333-03521) which
       was originally filed with the Commission on May 10, 1996.
  
  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;
  
                                          3
  5
  
                          (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. Notwithstanding the foregoing, any increase or
                    decrease in volume of securities offered (if the total dollar
                    value of securities offered would not exceed that which was
                    registered) and any deviation from the low or high and of the
                    estimated maximum offering range may be reflected in the form
                    of prospectus filed with the Commission pursuant to Rule
                    424(b) if, in the aggregate, the changes in volume and price
                    represent no more than 20 percent change in the maximum
                    aggregate offering price set forth in the "Calculation of
                    Registration Fee" table in the effective 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) herein
              do not apply if the information required to be included in a
              post-effective amendment by those paragraphs is contained in
              periodic reports filed with or furnished to the Commission by the
              undersigned 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
              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 15(d) 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 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
              Securities Act of 1933, 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
              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 Securities Act of 1933 and
              will be governed by the final adjudication of such issue.
  
                                          4
  6
  
                                     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 City of Dedham, Commonwealth of Massachusetts on this 22nd
  day of August, 1996.
  
                                            RESTRAC, INC.
  
                                            By: /s/ Lars D. Perkins
                                                ---------------------------------
                                                Lars D. Perkins
                                                Director, Chief Executive Officer 
                                                and President
  
                                  POWER OF ATTORNEY
  
       KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
  directors of Restrac, Inc. hereby severally constitute Lars D. Perkins and
  Cynthia G. Eades 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 filed herewith and
  any and all amendments to said Registration Statement, and generally to do all
  such things in our names and in our capacities as officers and directors to
  enable Restrac, 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 date indicated.
  
          SIGNATURE                       CAPACITY                      DATE
          ---------                       --------                      ----
  
  /s/ Lars D. Perkins          Director, Chief Executive Officer   August 22, 1996
  - --------------------------   and President
  Lars D. Perkins              (Principal Executive Officer)
  
  /s/ Cynthia G. Eades         Chief Financial Officer             August 22, 1996
  - --------------------------   (Principal Financial Officer
  Cynthia G. Eades             and Principal Accounting Officer)
  
  /s/ Russell J. Campanello    Director                            August 22, 1996
  - --------------------------
  Russell J. Campanello
  
  /s/ J. Paul Costello         Director                            August 22, 1996
  - --------------------------
  J. Paul Costello
  
  /s/ A. Bruce Johnston        Director                            August 22, 1996
  - --------------------------
  A. Bruce Johnston
  
                                          5
  7
  
                                    EXHIBIT INDEX
                                    -------------
                       
                 
  Exhibit No.                Description
  - -----------                -----------
  
          4.1     Third Amended and Restated Certificate of Incorporation of 
                  Restrac, Inc.
  
          4.2     Amended and Restated By-Laws of Restrac, Inc.
  
          5.1     Opinion of Goodwin, Procter & Hoar LLP as to the legality of 
                  the securities being registered.
  
         23.1     Consent of Goodwin, Procter & Hoar LLP (included in their 
                  opinion filed as Exhibit 5.1 hereto).
  
         23.2     Consent of Arthur Andersen LLP, Independent Public Accountants.
  
         24.1     Power of Attorney (included on the signature page of this 
                  registration statement).
  
         99.1     Restrac, Inc. 1994 Stock Option Plan.
  
        +99.2     Restrac, Inc. 1996 Stock Option and Grant Plan.
  
        +99.3     Restrac, Inc. 1996 Employee Stock Purchase Plan.
  
  - --------------
  
  +     Incorporated by reference to the relevant exhibit to the Restrac, Inc.
        Registration Statement on Form S-1, as amended, (File No.333-03521) which
        was originally filed with the Commission on May 10, 1996.
  
                                          6