content: <PAGE>   1
  As filed with the Securities and Exchange Commission on January 23, 1997
                                                     Registration No. 333-
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                              MemberWorks Incorporated
                              ------------------------
               (Exact name of registrant as specified in its charter)
  
             Delaware                                      06-1276882
    ------------------------------                   -------------------
   (State or other jurisdiction of                   (I.R.S. Employer
    incorporation or organization)                    Identification No.)
  
            680 Washington Blvd.; Suite 1100; Stamford, Connecticut 06901
            -------------------------------------------------------------
                 (Address of principal executive offices) (Zip Code)
  
                   1995 Non-Employee Directors' Stock Option Plan
                   ----------------------------------------------
                              (Full title of the plan)
  
                                   Gary A. Johnson
                        President and Chief Executive Officer
                              MemberWorks Incorporated
                          680 Washington Blvd., Suite 1100
                             Stamford, Connecticut 06901
                             ---------------------------
                       (Name and address of agent for service)
  
                                   (203) 324-7635
                                   --------------
            (Telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
                           -------------------------------
  <TABLE>
  <CAPTION>
   Title of                        Proposed         Proposed
  Securities        Amount to       Maximum          Maximum        Amount of
    to be              be        Offering Price     Aggregate     Registration
  Registered        Registered      Per Share     Offering Price      Fee
  ---------------   ----------   --------------   --------------  ------------
  
  <S>                <C>            <C>             <C>               <C> 
  Common Stock,      36,000         13.25(1)        477,000(1)        $145
  $0.01 par value     shares
  
  --------------------------
  <FN>
  
       (1) Estimated solely for the purpose of calculating the registration fee,
  and based on the average of the high and low prices as reported by Nasdaq on
  January 20, 1997, in accordance with Securities Act Rule 457(c) and (h).
  
  </TABLE>
  
  <PAGE>   2
  
  
  PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       The information required by Part I is included in documents sent or given
  to participants in the 1995 Non-Employee Directors' Stock Option Plan of
  MemberWorks Incorporated, a Delaware corporation (the "Registrant" or the
  "Company"), pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended
  (the "Securities Act").
  
  PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
       Item 3. Incorporation of Certain Documents by Reference.
               ------------------------------------------------
  
       The Registrant is subject to the informational and reporting requirements
  of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934 (as
  amended, the "Exchange Act"), and in accordance therewith files reports, proxy
  statements and other information with the Securities and Exchange Commission.
  The following documents, which are filed with the Securities and Exchange
  Commission, are incorporated in this Registration Statement by reference:
  
       (1) The Company's Prospectus pursuant to Rule 424(b)(1) of the Securities
  Act, dated October 18, 1996;
  
       (2) The Company's Quarterly Report on Form 10-Q for the quarter ended
  September 30, 1996, dated November 14, 1996; and
  
       (3) The description of the Common Stock, $0.01 par value per share ("Common
  Stock"), contained in the Company's Registration Statement on Form 8-A as filed
  with the Commission on October 11, 1996.
  
       All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
  post-effective amendment which indicates that all shares of Common Stock offered
  hereby have been sold, or which deregisters all shares of Common Stock then
  remaining unsold, shall be deemed to be incorporated by reference herein and to
  be part hereof from the date of the filing of such documents.
  
       Item 4. Description of Securities.
               --------------------------
  
       Not applicable.
  
       Item 5. Interests of Named Experts and Counsel.
               ---------------------------------------
  
       The validity of the Common Stock offered hereby has been passed upon for
  the Company by Hale and Dorr LLP, Boston, Massachusetts.
  
  
  
  <PAGE>   3
  
  
       Item 6. Indemnification of Directors and Officers.
               ------------------------------------------
  
       The Registrant's Certificate of Incorporation contains certain provisions
  permitted under the General Corporation Law of Delaware relating to the
  liability of directors. These provisions eliminate a director's personal
  liability for monetary damages for a breach of fiduciary duty, except in certain
  circumstances involving wrongful acts, such as the breach of a director's duty
  of loyalty or acts or omissions which involve intentional misconduct or a
  knowing violation of the law. The Registrant's Certificate of Incorporation also
  contains provisions obligating the Registrant to indemnify its directors and
  officers to the fullest extent permitted by the General Corporation Law of
  Delaware.
  
       The Registrant has purchased and maintains insurance coverage under a
  policy insuring directors and officers of the Registrant against certain
  liabilities which they may incur as directors or officers of the Registrant,
  which may include coverage for liabilities arising under the Securities Act.
  
       Item 7.      Exemption From Registration Claimed.
                    ------------------------------------
  
       Not applicable.
  
       Item 8.      Exhibits.
                    ---------
                       
       The Exhibit Index immediately preceding the exhibits is incorporated herein
  by reference.
  
       Item 9.      Undertakings.
                    -------------
              
       1. The Registrant hereby undertakes:
  
            (a) 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;
  
            (ii) To reflect in the prospectus any facts or events arising after
            the effective date of the registration statement (or the most recent
            post-effective amendment thereof) which, individually or in the
            aggregate, represent a fundamental change in the information set forth
            in the registration statement; and
  
            (iii)To include any material information with respect to the plan of
            distribution not previously disclosed in the registration statement or
            any material change to such information in the registration statement;
  
  <PAGE>   4
  
  
            PROVIDED, HOWEVER that paragraphs (i) and (ii) do not apply if the
            registration statement is on Form S-3 or Form S-8, and the information
            required to be included in a post-effective amendment by those
            paragraphs is contained in periodic reports filed by the Registrant
            pursuant to Section 13 or Section 15(d) of the Exchange Act that are
            incorporated by reference in the registration statement.
  
            (b) That, for the purpose of determining any liability under the
            Securities Act, 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.
  
            (c) 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.
  
            2. The Registrant hereby undertakes that, for purposes of determining
  any liability under the Securities Act, each filing of the Registrant's annual
  report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
  where applicable, each filing of an employee benefit plan's annual report
  pursuant to Section 15(d) of the Exchange Act) 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 in the initial
  bona fide offering thereof.
   
            3. Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, executive 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 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,
  executive officer of controlling person of the Registrant in the successful
  defense of any action, suit or proceeding) is asserted by such director,
  executive 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 and will be governed
  by the final adjudication of such issue.
  
  
  <PAGE>   5
  
  
  
                                     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 Stamford, Connecticut, on this 23rd day of January, 1997.
  
  
                               MEMBERWORKS INCORPORATED
  
  
  
                               By: /s/ Gary A. Johnson
                                  --------------------
                                  Gary A. Johnson
                                  President and
                                  Chief Executive Officer
  
  
  
                                  POWER OF ATTORNEY
  
       We, the undersigned officers and directors of MemberWorks Incorporated
  hereby severally constitute and appoint James B. Duffy and Steven H. Levenherz,
  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 amendments to said Registration Statement and generally to do all such
  things in our name and behalf in our capacities as officers and directors to
  enable MemberWorks Incorporated to comply with the provisions of the Securities
  Act of 1933, as amended, 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.
  
  <PAGE>   6
  
  
       WITNESS our hands and common seal on the date set forth below.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities indicated as of January 23, 1997.
  
             Signature                         Title
             ---------                         -----
  
  
          /s/ Gary A. Johnson         President, Chief Executive
        -------------------------     Officer and Director
        Gary A. Johnson               (Principal Executive Officer)
  
          /s/ Dennis P. Walker        Executive Vice President and Director
        -------------------------
        Dennis P. Walker
  
  
          /s/ James B. Duffy          Chief Financial Officer
        -------------------------     (Principal Financial and Accounting Officer
        James B. Duffy          
  
  
          /s/ Stephen J. Clearman     Director
        -------------------------
        Stephen J. Clearman
  
  
          /s/ Alec L. Ellison         Director
        -------------------------
        Alec L. Ellison
  
  
          /s/ Michael R. O'Brien      Director
        -------------------------
        Michael R. O'Brien
  
  
          /s/ Marc S. Tesler          Director
        -------------------------
        Marc S. Tesler
  
  
  <PAGE>   7
  
  
                                    EXHIBIT INDEX
                                    -------------
  
  
  Exhibit
  Number
  ------
  
  
  4.1  Certificate of Incorporation, as amended (1)
  
  4.2  By-Laws (2)
  
  4.3  Specimen Certificate of Common Stock of the Registrant (3)
  
  5.1  Opinion of Hale and Dorr LLP
  
  23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1)
  
  24.1 Power of Attorney (included in the signature pages of this Registration
       Statement)
  
  
  
  -----------------------
  
  (1)  Incorporated herein by reference to Exhibits 3.1 through 3.3 to the
       Registrant's Registration Statement on Form S-1 (File No. 333-10541).
  
  (2)  Incorporated herein by reference to Exhibit 3.4 to the Registrant's
       Registration Statement on Form S-1 (File No. 333-10541).
  
  (3)  Incorporated herein by reference to Exhibit 4 to the Registrant's
       Registration Statement on Form S-1 (File No. 333-10541).
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "MEMBERWORKS INCORPORATED", "secsgml_size_bytes": 14225}]
metadata_filer: {"company-data": {"conformed-name": "MEMBERWORKS INC", "cik": "0001020996", "assigned-sic": "7389", "irs-number": "061276882", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20237", "film-number": "97509540"}, "business-address": {"street1": "680 WASHINGTON BLVD., SUITE 1100", "city": "STAMFORD", "state": "CT", "zip": "06901", "phone": "2033247635"}}
text: 1
  As filed with the Securities and Exchange Commission on January 23, 1997
                                                     Registration No. 333-
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                              MemberWorks Incorporated
                              ------------------------
               (Exact name of registrant as specified in its charter)
  
             Delaware                                      06-1276882
    ------------------------------                   -------------------
   (State or other jurisdiction of                   (I.R.S. Employer
    incorporation or organization)                    Identification No.)
  
            680 Washington Blvd.; Suite 1100; Stamford, Connecticut 06901
            -------------------------------------------------------------
                 (Address of principal executive offices) (Zip Code)
  
                   1995 Non-Employee Directors' Stock Option Plan
                   ----------------------------------------------
                              (Full title of the plan)
  
                                   Gary A. Johnson
                        President and Chief Executive Officer
                              MemberWorks Incorporated
                          680 Washington Blvd., Suite 1100
                             Stamford, Connecticut 06901
                             ---------------------------
                       (Name and address of agent for service)
  
                                   (203) 324-7635
                                   --------------
            (Telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
                           -------------------------------
  Title of                        Proposed         Proposed
  Securities        Amount to       Maximum          Maximum        Amount of
    to be              be        Offering Price     Aggregate     Registration
  Registered        Registered      Per Share     Offering Price      Fee
  ---------------   ----------   --------------   --------------  ------------
  Common Stock,      36,000         13.25(1)        477,000(1)        $145
  $0.01 par value     shares
  
  --------------------------
  (1) Estimated solely for the purpose of calculating the registration fee,
  and based on the average of the high and low prices as reported by Nasdaq on
  January 20, 1997, in accordance with Securities Act Rule 457(c) and (h).
  2
  
  PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       The information required by Part I is included in documents sent or given
  to participants in the 1995 Non-Employee Directors' Stock Option Plan of
  MemberWorks Incorporated, a Delaware corporation (the "Registrant" or the
  "Company"), pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended
  (the "Securities Act").
  
  PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
       Item 3. Incorporation of Certain Documents by Reference.
               ------------------------------------------------
  
       The Registrant is subject to the informational and reporting requirements
  of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934 (as
  amended, the "Exchange Act"), and in accordance therewith files reports, proxy
  statements and other information with the Securities and Exchange Commission.
  The following documents, which are filed with the Securities and Exchange
  Commission, are incorporated in this Registration Statement by reference:
  
       (1) The Company's Prospectus pursuant to Rule 424(b)(1) of the Securities
  Act, dated October 18, 1996;
  
       (2) The Company's Quarterly Report on Form 10-Q for the quarter ended
  September 30, 1996, dated November 14, 1996; and
  
       (3) The description of the Common Stock, $0.01 par value per share ("Common
  Stock"), contained in the Company's Registration Statement on Form 8-A as filed
  with the Commission on October 11, 1996.
  
       All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
  post-effective amendment which indicates that all shares of Common Stock offered
  hereby have been sold, or which deregisters all shares of Common Stock then
  remaining unsold, shall be deemed to be incorporated by reference herein and to
  be part hereof from the date of the filing of such documents.
  
       Item 4. Description of Securities.
               --------------------------
  
       Not applicable.
  
       Item 5. Interests of Named Experts and Counsel.
               ---------------------------------------
  
       The validity of the Common Stock offered hereby has been passed upon for
  the Company by Hale and Dorr LLP, Boston, Massachusetts.
  3
  
       Item 6. Indemnification of Directors and Officers.
               ------------------------------------------
  
       The Registrant's Certificate of Incorporation contains certain provisions
  permitted under the General Corporation Law of Delaware relating to the
  liability of directors. These provisions eliminate a director's personal
  liability for monetary damages for a breach of fiduciary duty, except in certain
  circumstances involving wrongful acts, such as the breach of a director's duty
  of loyalty or acts or omissions which involve intentional misconduct or a
  knowing violation of the law. The Registrant's Certificate of Incorporation also
  contains provisions obligating the Registrant to indemnify its directors and
  officers to the fullest extent permitted by the General Corporation Law of
  Delaware.
  
       The Registrant has purchased and maintains insurance coverage under a
  policy insuring directors and officers of the Registrant against certain
  liabilities which they may incur as directors or officers of the Registrant,
  which may include coverage for liabilities arising under the Securities Act.
  
       Item 7.      Exemption From Registration Claimed.
                    ------------------------------------
  
       Not applicable.
  
       Item 8.      Exhibits.
                    ---------
                       
       The Exhibit Index immediately preceding the exhibits is incorporated herein
  by reference.
  
       Item 9.      Undertakings.
                    -------------
              
       1. The Registrant hereby undertakes:
  
            (a) 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;
  
            (ii) To reflect in the prospectus any facts or events arising after
            the effective date of the registration statement (or the most recent
            post-effective amendment thereof) which, individually or in the
            aggregate, represent a fundamental change in the information set forth
            in the registration statement; and
  
            (iii)To include any material information with respect to the plan of
            distribution not previously disclosed in the registration statement or
            any material change to such information in the registration statement;
  4
  
            PROVIDED, HOWEVER that paragraphs (i) and (ii) do not apply if the
            registration statement is on Form S-3 or Form S-8, and the information
            required to be included in a post-effective amendment by those
            paragraphs is contained in periodic reports filed by the Registrant
            pursuant to Section 13 or Section 15(d) of the Exchange Act that are
            incorporated by reference in the registration statement.
  
            (b) That, for the purpose of determining any liability under the
            Securities Act, 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.
  
            (c) 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.
  
            2. The Registrant hereby undertakes that, for purposes of determining
  any liability under the Securities Act, each filing of the Registrant's annual
  report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
  where applicable, each filing of an employee benefit plan's annual report
  pursuant to Section 15(d) of the Exchange Act) 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 in the initial
  bona fide offering thereof.
   
            3. Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, executive 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 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,
  executive officer of controlling person of the Registrant in the successful
  defense of any action, suit or proceeding) is asserted by such director,
  executive 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 and will be governed
  by the final adjudication of such issue.
  5
  
                                     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 Stamford, Connecticut, on this 23rd day of January, 1997.
  
                               MEMBERWORKS INCORPORATED
  
                               By: /s/ Gary A. Johnson
                                  --------------------
                                  Gary A. Johnson
                                  President and
                                  Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
       We, the undersigned officers and directors of MemberWorks Incorporated
  hereby severally constitute and appoint James B. Duffy and Steven H. Levenherz,
  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 amendments to said Registration Statement and generally to do all such
  things in our name and behalf in our capacities as officers and directors to
  enable MemberWorks Incorporated to comply with the provisions of the Securities
  Act of 1933, as amended, 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.
  6
  
       WITNESS our hands and common seal on the date set forth below.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities indicated as of January 23, 1997.
  
             Signature                         Title
             ---------                         -----
  
          /s/ Gary A. Johnson         President, Chief Executive
        -------------------------     Officer and Director
        Gary A. Johnson               (Principal Executive Officer)
  
          /s/ Dennis P. Walker        Executive Vice President and Director
        -------------------------
        Dennis P. Walker
  
          /s/ James B. Duffy          Chief Financial Officer
        -------------------------     (Principal Financial and Accounting Officer
        James B. Duffy          
  
          /s/ Stephen J. Clearman     Director
        -------------------------
        Stephen J. Clearman
  
          /s/ Alec L. Ellison         Director
        -------------------------
        Alec L. Ellison
  
          /s/ Michael R. O'Brien      Director
        -------------------------
        Michael R. O'Brien
  
          /s/ Marc S. Tesler          Director
        -------------------------
        Marc S. Tesler
  7
  
                                    EXHIBIT INDEX
                                    -------------
  
  Exhibit
  Number
  ------
  
  4.1  Certificate of Incorporation, as amended (1)
  
  4.2  By-Laws (2)
  
  4.3  Specimen Certificate of Common Stock of the Registrant (3)
  
  5.1  Opinion of Hale and Dorr LLP
  
  23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1)
  
  24.1 Power of Attorney (included in the signature pages of this Registration
       Statement)
  
  -----------------------
  
  (1)  Incorporated herein by reference to Exhibits 3.1 through 3.3 to the
       Registrant's Registration Statement on Form S-1 (File No. 333-10541).
  
  (2)  Incorporated herein by reference to Exhibit 3.4 to the Registrant's
       Registration Statement on Form S-1 (File No. 333-10541).
  
  (3)  Incorporated herein by reference to Exhibit 4 to the Registrant's
       Registration Statement on Form S-1 (File No. 333-10541).