content: <PAGE>   1
  
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 19, 1997.
                                                     REGISTRATION NO. 333-_______.
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                              --------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                         ------------------------------
  
                                 SPORT-HALEY, INC.
               (Exact name of registrant as specified in its charter)
  
              COLORADO                                    84-1111669
    (State or other jurisdiction              (I.R.S. Employer Identification No.)
  of incorporation or organization)
  
  
                                4600 E. 48TH AVENUE
                               DENVER, COLORADO 80216
                             TELEPHONE:  (303) 320-8800
      (Address, including zip code, and telephone number, including area code,
                    of registrant's principal executive offices)
  
                                 SPORT-HALEY, INC.
                                AMENDED AND RESTATED
                               1993 STOCK OPTION PLAN
                              (Full title of the plan)
  
                                ROBERT G. TOMLINSON
                                4600 E. 48TH AVENUE
                               DENVER, COLORADO 80216
                             TELEPHONE:  (303) 320-8800
   (Name, address, including zip code, and telephone number, including area code,
                               of agent for service)
  
                                      COPY TO:
                               ROBERT W. WALTER, ESQ.
                      BERLINER ZISSER WALTER & GALLEGOS, P.C.
                                     SUITE 4700
                                1700 LINCOLN STREET
                               DENVER, COLORADO 80203
                             TELEPHONE:  (303) 830-1700
  
                         ------------------------------
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ========================================================================================================================
                                             AMOUNT          PROPOSED MAXIMUM        PROPOSED MAXIMUM
            TITLE OF SECURITIES               TO BE           OFFERING PRICE             AGGREGATE           AMOUNT OF
             TO BE REGISTERED              REGISTERED          PER SHARE(1)          OFFERING PRICE(1)    REGISTRATION FEE
  ------------------------------------------------------------------------------------------------------------------------
   <S>                                     <C>               <C>                     <C>                  <C>
   Common Stock(2) . . . . . . . . . . .     150,000              $11.94                $1,791,000            $528.35 
  ========================================================================================================================
  </TABLE>
  
  (1)  Estimated solely for the purpose of calculating the registration fee
       pursuant to Rule 457(c).  Represents the average of the high and low
       prices for the Common Stock as quoted on Nasdaq National Market(R) on
       December 16, 1997.
  (2)  Pursuant to Rule 416, includes such indeterminate number of additional
       shares of Common Stock as may be required to be issued pursuant to the
       anti-dilution provisions of the Stock Option Plan in the event of a stock
       split, stock dividend or similar event.
  ================================================================================
  <PAGE>   2
  
  STATEMENT REQUIRED BY INSTRUCTION E OF THE GENERAL INSTRUCTIONS TO FORM S-8
  
  The contents of the Form S-8 Registration Statement, SEC File No. 33-88948 and
  Form S-8 Registration Statement, SEC File No. 333-26221, are incorporated
  herein by reference.  This Form S-8 Registration Statement is being filed to
  register 150,000 additional shares of Common Stock issuable under the
  Sport-Haley, Inc. Amended and Restated 1993 Stock Option Plan, which is the
  same employee benefit plan for which the Form S-8 Registration Statement, SEC
  File No. 33-88948 registering 950,000 shares of Common Stock and the Form S-8
  Registration Statement SEC File No. 333-26221 registering an additional 250,000
  shares is effective.  In accordance with Instruction E, this registration
  statement consists only of the following:  the facing page, the foregoing
  statement, the legal opinion and consents identified in Item 8 below, and the
  signature page.  There is no information required in this Registration
  Statement that is not in the earlier Registration Statements.
  
  <TABLE>
  <CAPTION>
  ITEM 8.                                         EXHIBITS
  ------                                          --------
    <S>        <C>
    5.1        Opinion of Berliner Zisser Walter & Gallegos, P.C., regarding legality of the securities covered by this
               Registration Statement is filed herewith.
  
    23.1       Consent of Berliner Zisser Walter & Gallegos, P.C. is contained in their opinion regarding legality, filed
               herewith.
  
    23.2       Consent of Levine, Hughes & Mithuen, Inc., independent certified public accountants for the Company, is
               filed herewith.
  
  </TABLE>
  
  
  
  
                                        -1-
  <PAGE>   3
                                     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 Denver, State of Colorado, on December 18, 1997.
  
  
                                         SPORT-HALEY, INC.
                                         
                                         
                                         
                                         By:  /s/ ROBERT G. TOMLINSON
                                            -------------------------------------
                                              Robert G. Tomlinson, Chairman of 
                                              the Board
  
    Pursuant to the requirements of the Securities Act of 1933, this registration
  statement has been signed below by the following persons in the capacities and
  on the dates indicated.
  
  <TABLE>
  <CAPTION>
  Name                                                       Title                                   Date
  ----                                                       -----                                   ----
  <S>                                           <C>                                         <C>
    /s/ ROBERT G. TOMLINSON                     Chairman of the Board and                   December 18, 1997
  --------------------------                    Chief Executive Officer                                      
  Robert G. Tomlinson                           (Principal Executive Officer)
                                                
  
  
    /s/ ROBERT W. HALEY                         President and Director                      December 18, 1997
  --------------------------                                                                                     
  Robert W. Haley
  
  
    /s/ STEVE S. AUGER                          Treasurer (Principal Financial              December 18, 1997
  --------------------------                    and Accounting Officer)                                      
  Steve S. Auger                                
  
  
    /s/ MARK J. STEVENSON                       Director                                    December 18, 1997
  --------------------------                                                                                   
  Mark J. Stevenson
  
  
    /s/ RONALD J. NORICK                        Director                                    December 18, 1997
  --------------------------                                                                                    
  Ronald J. Norick
  
  
    /s/ JAMES H. EVEREST                        Director                                    December 18, 1997
  --------------------------                                                                                    
  James H. Everest
  
  
  
  </TABLE>
  
  
                                        -2-
  <PAGE>   4
                                 INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
  EXHIBIT NO.
  ---------- 
      <S>        <C>
      5.1        Opinion of Berliner Zisser Walter & Gallegos, P.C., regarding legality of the securities covered by this
                 Registration Statement.
  
      23.1       Consent of Berliner Zisser Walter & Gallegos, P.C. is contained in their opinion regarding legality,
                 filed herewith as Exhibit 5.1.
  
      23.2       Consent of Levine, Hughes & Mithuen, Inc., independent certified public accountants for the Company.
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8 AMENDED & RESTATED 1993 STOCK OPTION PLAN", "secsgml_size_bytes": 9151}]
metadata_filer: {"company-data": {"conformed-name": "SPORT HALEY INC", "cik": "0000892653", "assigned-sic": "2320", "irs-number": "841111669", "state-of-incorporation": "CO", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42787", "film-number": "97741639"}, "business-address": {"street1": "4600 E 48TH AVE", "city": "DENVER", "state": "CO", "zip": "80216", "phone": "3033208800"}, "mail-address": {"street1": "4600 E 48TH AVE", "city": "DENVER", "state": "CO", "zip": "80216"}}
text: 1
  
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 19, 1997.
                                                     REGISTRATION NO. 333-_______.
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                              --------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                         ------------------------------
  
                                 SPORT-HALEY, INC.
               (Exact name of registrant as specified in its charter)
  
              COLORADO                                    84-1111669
    (State or other jurisdiction              (I.R.S. Employer Identification No.)
  of incorporation or organization)
  
                                4600 E. 48TH AVENUE
                               DENVER, COLORADO 80216
                             TELEPHONE:  (303) 320-8800
      (Address, including zip code, and telephone number, including area code,
                    of registrant's principal executive offices)
  
                                 SPORT-HALEY, INC.
                                AMENDED AND RESTATED
                               1993 STOCK OPTION PLAN
                              (Full title of the plan)
  
                                ROBERT G. TOMLINSON
                                4600 E. 48TH AVENUE
                               DENVER, COLORADO 80216
                             TELEPHONE:  (303) 320-8800
   (Name, address, including zip code, and telephone number, including area code,
                               of agent for service)
  
                                      COPY TO:
                               ROBERT W. WALTER, ESQ.
                      BERLINER ZISSER WALTER & GALLEGOS, P.C.
                                     SUITE 4700
                                1700 LINCOLN STREET
                               DENVER, COLORADO 80203
                             TELEPHONE:  (303) 830-1700
  
                         ------------------------------
  
                          CALCULATION OF REGISTRATION FEE
  ========================================================================================================================
                                             AMOUNT          PROPOSED MAXIMUM        PROPOSED MAXIMUM
            TITLE OF SECURITIES               TO BE           OFFERING PRICE             AGGREGATE           AMOUNT OF
             TO BE REGISTERED              REGISTERED          PER SHARE(1)          OFFERING PRICE(1)    REGISTRATION FEE
  ------------------------------------------------------------------------------------------------------------------------
  Common Stock(2) . . . . . . . . . . .     150,000              $11.94                $1,791,000            $528.35 
  ========================================================================================================================
  (1)  Estimated solely for the purpose of calculating the registration fee
       pursuant to Rule 457(c).  Represents the average of the high and low
       prices for the Common Stock as quoted on Nasdaq National Market(R) on
       December 16, 1997.
  (2)  Pursuant to Rule 416, includes such indeterminate number of additional
       shares of Common Stock as may be required to be issued pursuant to the
       anti-dilution provisions of the Stock Option Plan in the event of a stock
       split, stock dividend or similar event.
  ================================================================================
  2
  
  STATEMENT REQUIRED BY INSTRUCTION E OF THE GENERAL INSTRUCTIONS TO FORM S-8
  
  The contents of the Form S-8 Registration Statement, SEC File No. 33-88948 and
  Form S-8 Registration Statement, SEC File No. 333-26221, are incorporated
  herein by reference.  This Form S-8 Registration Statement is being filed to
  register 150,000 additional shares of Common Stock issuable under the
  Sport-Haley, Inc. Amended and Restated 1993 Stock Option Plan, which is the
  same employee benefit plan for which the Form S-8 Registration Statement, SEC
  File No. 33-88948 registering 950,000 shares of Common Stock and the Form S-8
  Registration Statement SEC File No. 333-26221 registering an additional 250,000
  shares is effective.  In accordance with Instruction E, this registration
  statement consists only of the following:  the facing page, the foregoing
  statement, the legal opinion and consents identified in Item 8 below, and the
  signature page.  There is no information required in this Registration
  Statement that is not in the earlier Registration Statements.
  ITEM 8.                                         EXHIBITS
  ------                                          --------
  5.1        Opinion of Berliner Zisser Walter & Gallegos, P.C., regarding legality of the securities covered by this
               Registration Statement is filed herewith.
  
    23.1       Consent of Berliner Zisser Walter & Gallegos, P.C. is contained in their opinion regarding legality, filed
               herewith.
  
    23.2       Consent of Levine, Hughes & Mithuen, Inc., independent certified public accountants for the Company, is
               filed herewith.
  -1-
  3
                                     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 Denver, State of Colorado, on December 18, 1997.
  
                                         SPORT-HALEY, INC.
                                         
                                         
                                         
                                         By:  /s/ ROBERT G. TOMLINSON
                                            -------------------------------------
                                              Robert G. Tomlinson, Chairman of 
                                              the Board
  
    Pursuant to the requirements of the Securities Act of 1933, this registration
  statement has been signed below by the following persons in the capacities and
  on the dates indicated.
  Name                                                       Title                                   Date
  ----                                                       -----                                   ----
  /s/ ROBERT G. TOMLINSON                     Chairman of the Board and                   December 18, 1997
  --------------------------                    Chief Executive Officer                                      
  Robert G. Tomlinson                           (Principal Executive Officer)
                                                
  
    /s/ ROBERT W. HALEY                         President and Director                      December 18, 1997
  --------------------------                                                                                     
  Robert W. Haley
  
    /s/ STEVE S. AUGER                          Treasurer (Principal Financial              December 18, 1997
  --------------------------                    and Accounting Officer)                                      
  Steve S. Auger                                
  
    /s/ MARK J. STEVENSON                       Director                                    December 18, 1997
  --------------------------                                                                                   
  Mark J. Stevenson
  
    /s/ RONALD J. NORICK                        Director                                    December 18, 1997
  --------------------------                                                                                    
  Ronald J. Norick
  
    /s/ JAMES H. EVEREST                        Director                                    December 18, 1997
  --------------------------                                                                                    
  James H. Everest
  -2-
  4
                                 INDEX TO EXHIBITS
  EXHIBIT NO.
  ----------
  5.1        Opinion of Berliner Zisser Walter & Gallegos, P.C., regarding legality of the securities covered by this
                 Registration Statement.
  
      23.1       Consent of Berliner Zisser Walter & Gallegos, P.C. is contained in their opinion regarding legality,
                 filed herewith as Exhibit 5.1.
  
      23.2       Consent of Levine, Hughes & Mithuen, Inc., independent certified public accountants for the Company.