content: <PAGE>   1
                As filed with the Securities and Exchange Commission
                                on December 7, 1999
  
                        Registration No. 333-
                                             ----------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                          UNDER THE SECURITIES ACT OF 1933
  
                         DRANSFIELD CHINA PAPER CORPORATION
               (Exact name of registrant as specified in its charter)
  
          BRITISH VIRGIN ISLANDS                              NOT REQUIRED
      (State or other jurisdiction of                       (I.R.S. Employer
      incorporation or organization)                     Identification Number)
  
                                8TH FLOOR, NORTH WING
                             KWAI SHUN INDUSTRIAL CENTRE
                              51-63 CONTAINER PORT ROAD
                             KWAI CHUNG, NEW TERRITORIES
                                  HONG KONG, CHINA
             (Address of Principal Executive Offices Including Zip Code)
  
             DRANSFIELD CHINA PAPER CORPORATION 1996 SHARE OPTION SCHEME
                              (Full title of the Plan)
  
                                                              Copy to:
               Thomas J. Kenan                                Eric Wai
    201 Robert S. Kerr Avenue, Suite 1000            Kwai Shun Industrial Centre
           Oklahoma City, OK 73102                    51-63 Container Port Road
                405-235-2575                         Kwai Chung, New Territories
     (Name, address and telephone number                  Hong Kong, China
            of agent for service)                         011-852-2787-0838
                                                        Fax 011-852-2787-4445
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ====================================================================================================================================
           Titles of                                         Proposed Maximum           Proposed Maximum             Amount of
          Securities                Amount to be              Offering Price           Aggregate Offering          Registration
       to be Registered             Registered**                Per Share*                   Price*                     Fee
  ------------------------------------------------------------------------------------------------------------------------------------
  <S>                             <C>                        <C>                       <C>                         <C>
         Common Stock,                1,500,000
         No par value                  shares                      $5.23                   $8,984,600                  $2,372.00
  ====================================================================================================================================
  </TABLE>
  
  *        Estimated, pursuant to Rule 457(b), solely for the purpose of
           calculating the registration fee as follows:
           (i)      the filing fee for 1,018,000 shares not presently under option
                    was calculated by reference to the closing bid price as
                    reported on the Nasdaq SmallCap Market on November 30, 1999,
                    which was $7.50 per share, for a total maximum offering price
                    for such 1,018,000 shares of $7,635,000.
           (ii)     the filing fee for the 482,000 shares presently under option
                    was calculated by reference to the average price per share at
                    which each share under option was exercisable for a total
                    maximum offering price for such 482,000 shares of $1,349,600.
  
  
  <PAGE>   2
  
  
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents previously filed by Dransfield China Paper
  Corporation (the "Company") with the Securities and Exchange Commission (the
  "Commission") pursuant to the Exchange Act are incorporated herein by reference:
  
           1.       Annual Report on Form 20-F for the fiscal year ended March 31,
                    1999;
  
           2.       Form 6-K filed July 23, 1999 (July 22, 1999 press release);
  
           3.       Description of the Company's Common Stock found on pages 44
                    and 45 of the Company's Post-Effective Amendment No. 2 to Form
                    F-1 filed March 12, 1998 (SEC File No. 333-11641), provided
                    that Securities Transfer Corporation of Dallas, Texas now
                    serves as transfer agent and registrar of the Company's Common
                    Stock.
  
  All documents subsequently filed by the Company with the Commission pursuant to
  Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
  post-effective amendment to this Registration Statement on Form S-8 (the
  "Registration Statement"), which indicates that all the securities registered
  hereunder have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated herein by reference and to be a part
  hereof from the date of filing of such documents.
  
           Any statement contained in a document incorporated or deemed to be
  incorporated herein by reference shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein, or in any other subsequently filed document that is or is
  deemed to be incorporated herein by reference, 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 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Under British Virgin Islands law, the statutory liability of a director
  to the company is basically limited to cases where the director has not acted
  honestly and in good faith and with a view to the best interests of the company.
  However, under its Memorandum and Articles of Association, the Company is
  authorized to indemnify any person who is made or threatened to be made a party
  to a legal or administrative proceeding by virtue of being a director, officer
  or liquidator of the Company, provided such person acted honestly and in good
  faith and with a view to the best interests of the Company and, in the case of a
  criminal proceeding, such person had no reasonable cause to believe that his
  conduct was unlawful. The Company's Memorandum and Articles of Association also
  permits the Company to indemnify any director, officer or liquidator of the
  Company who was
  
  
                                         2
  <PAGE>   3
  successful in any proceeding against expenses and judgments, fines and amounts
  paid in settlement and reasonably incurred in connection with the proceeding,
  where such person met the standard of conduct described in the preceding
  sentence.
  
           A director is also bound by the common law duty of care in relation to
  the exercise of his powers as a director.  Such common law duties include the
  duty not to exceed his powers as a director, the duty not to make a personal
  profit at the expense of the company, the duty not to usurp a corporate
  opportunity, the duty to exercise his powers bona fide in what he considers to
  be in the best interests of the company, the duty not to act for any collateral
  purpose in his own interest, the duty to exercise his powers with that degree of
  skill and care that may reasonably be expected from him given his particular
  knowledge and expertise, and the duty to act for all the shareholders rather
  than for individual shareholders.
  
           The Company has obtained directors' and officers' liability insurance
  against any liability asserted against such person incurred in the capacity of
  director or officer or arising out of such status, whether or not the Company
  would have the power to indemnify such person.
  
  ITEM 8.           EXHIBITS.
  
  4.1      The Company's 1996 Share Option Scheme*
  
  4.2      Memorandum of Association of the Company**
  
  4.3      Restated and Amended Articles of Association of the Company***
  
  5.1      The Opinion of Counsel regarding the legality of the securities being
           registered.
  
  23.1     The Consent of Harney, Westwood & Riegels is included in the opinion as
           filed at Exhibit 5.1 of this Registration Statement.
  
  23.2     The Consent of Ernst & Young, independent public accountants.
  
           *        Previously filed with the Company's Amendment No. 2 to Form
                    F-1 (SEC File No. 333-11641); incorporated herein.
  
           **       Previously filed with the Company's Form S-1 (SEC File No.
                    333-11637); incorporated herein.
  
           ***      Previously filed with the Company's Amendment No. 1 to Form
                    S-1 (SEC File No. 333-11637); incorporated herein.
  
  ITEM 9.           UNDERTAKINGS.
  
           (a)      The undersigned registrant hereby undertakes:
  
                    (1)      To file, during any period in which it offers or
                             sells securities, a post-effective amendment to this
                             registration statement to:
  
                             (i)      Include any additional or changed material
                                      information on the plan of distribution.
  
                    (2)      For determining liability under the Securities Act of
                             1933, as amended, to treat each post-effective
                             amendment as a new registration statement of the
                             securities offered, and the offering of the
                             securities at that time to be the initial bona fide
                             offering.
  
                    (3)      To file a post-effective amendment to remove from
                             registration any of the securities that remain unsold
                             at the end of the offering.
  
  
                                         3
  <PAGE>   4
  
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  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 or amendment to be signed on its behalf by the
  undersigned, thereunto duly authorized, in Hong Kong, People's Republic of
  China, and in Oklahoma City, Oklahoma on December 7, 1999.
  
                                       DRANSFIELD CHINA PAPER CORPORATION
                                       (Registrant)
  
  
  
                                       By /s/ Horace Yao Yee Cheong
                                         -----------------------------------------
                                          Horace Yao Yee Cheong
                                          Chief Executive Officer
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement or amendment has been signed by the following persons in
  the capacities indicated and on the 7th day of December, 1999.
  
  Signature
  
  
  /s/ Horace Yao Yee Cheong                   Chief Executive Officer and Director
  -----------------------------------------
  Horace Yao Yee Cheong
  
  
  /s/ Warren Ma Kwok Hung                     Vice President and Chief Financial
  -----------------------------------------   Officer, Secretary and Treasurer
  Warren Ma Kwok Hung
  
  
  /s/ Jan Yang                                Director
  -----------------------------------------
  Jan Yang
  
  
  /s/ Thomas J. Kenan                         Director
  -----------------------------------------
  Thomas J. Kenan
  
  (Constituting a majority of the Board of Directors)
  
                                         4
  <PAGE>   5
  
                                    EXHIBIT INDEX
                         Dransfield China Paper Corporation
                                      Form S-8
  
  <TABLE>
  <CAPTION>
     EXHIBIT
     NUMBER                DESCRIPTION
     -------               -----------
  <S>           <C>
       4.1      The Company's 1996 Share Option Scheme is incorporated by
                reference to the Company's Amendment No. 2 to Form F-1.  SEC
                File No. 333-11641.
  
       4.2      The Memorandum of Association of the Company is incorporated by
                reference to the Company's Form S-1. SEC File No. 333-11637.
  
       4.3      The Restated and Amended Articles of Association of the Company are
                incorporated by reference to the Company's Amendment No. 2 to Form S-1,
                File No. 333-11637.
  
       5.1      The Opinion of Counsel regarding the legality of the securities being
                registered.
  
       23.1     The Consent of Harney, Westwood & Riegels is included in the opinion as
                filed at Exhibit 5.1 of this Registration Statement.
  
       23.2     The Consent of Ernst & Young, independent public accountants.
  </TABLE>
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metadata_filer: {"company-data": {"conformed-name": "DRANSFIELD CHINA PAPER CORP", "cik": "0001021126", "assigned-sic": "2670", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92263", "film-number": "99770259"}, "business-address": {"street1": "100 N BROADWAY", "street2": "STE 3300", "city": "OOKLAHOMA CITY", "state": "OK", "zip": "73102-4292", "phone": "3105414415"}, "mail-address": {"street1": "DRANSFIELD CHINA PAPER CORP", "street2": "100 N BROADWAY STE 3300", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73102-4292"}}
text: 1
                As filed with the Securities and Exchange Commission
                                on December 7, 1999
  
                        Registration No. 333-
                                             ----------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                          UNDER THE SECURITIES ACT OF 1933
  
                         DRANSFIELD CHINA PAPER CORPORATION
               (Exact name of registrant as specified in its charter)
  
          BRITISH VIRGIN ISLANDS                              NOT REQUIRED
      (State or other jurisdiction of                       (I.R.S. Employer
      incorporation or organization)                     Identification Number)
  
                                8TH FLOOR, NORTH WING
                             KWAI SHUN INDUSTRIAL CENTRE
                              51-63 CONTAINER PORT ROAD
                             KWAI CHUNG, NEW TERRITORIES
                                  HONG KONG, CHINA
             (Address of Principal Executive Offices Including Zip Code)
  
             DRANSFIELD CHINA PAPER CORPORATION 1996 SHARE OPTION SCHEME
                              (Full title of the Plan)
  
                                                              Copy to:
               Thomas J. Kenan                                Eric Wai
    201 Robert S. Kerr Avenue, Suite 1000            Kwai Shun Industrial Centre
           Oklahoma City, OK 73102                    51-63 Container Port Road
                405-235-2575                         Kwai Chung, New Territories
     (Name, address and telephone number                  Hong Kong, China
            of agent for service)                         011-852-2787-0838
                                                        Fax 011-852-2787-4445
  
                           CALCULATION OF REGISTRATION FEE
  ====================================================================================================================================
           Titles of                                         Proposed Maximum           Proposed Maximum             Amount of
          Securities                Amount to be              Offering Price           Aggregate Offering          Registration
       to be Registered             Registered**                Per Share*                   Price*                     Fee
  ------------------------------------------------------------------------------------------------------------------------------------
  Common Stock,                1,500,000
         No par value                  shares                      $5.23                   $8,984,600                  $2,372.00
  ====================================================================================================================================
  *        Estimated, pursuant to Rule 457(b), solely for the purpose of
           calculating the registration fee as follows:
           (i)      the filing fee for 1,018,000 shares not presently under option
                    was calculated by reference to the closing bid price as
                    reported on the Nasdaq SmallCap Market on November 30, 1999,
                    which was $7.50 per share, for a total maximum offering price
                    for such 1,018,000 shares of $7,635,000.
           (ii)     the filing fee for the 482,000 shares presently under option
                    was calculated by reference to the average price per share at
                    which each share under option was exercisable for a total
                    maximum offering price for such 482,000 shares of $1,349,600.
  2
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents previously filed by Dransfield China Paper
  Corporation (the "Company") with the Securities and Exchange Commission (the
  "Commission") pursuant to the Exchange Act are incorporated herein by reference:
  
           1.       Annual Report on Form 20-F for the fiscal year ended March 31,
                    1999;
  
           2.       Form 6-K filed July 23, 1999 (July 22, 1999 press release);
  
           3.       Description of the Company's Common Stock found on pages 44
                    and 45 of the Company's Post-Effective Amendment No. 2 to Form
                    F-1 filed March 12, 1998 (SEC File No. 333-11641), provided
                    that Securities Transfer Corporation of Dallas, Texas now
                    serves as transfer agent and registrar of the Company's Common
                    Stock.
  
  All documents subsequently filed by the Company with the Commission pursuant to
  Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
  post-effective amendment to this Registration Statement on Form S-8 (the
  "Registration Statement"), which indicates that all the securities registered
  hereunder have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated herein by reference and to be a part
  hereof from the date of filing of such documents.
  
           Any statement contained in a document incorporated or deemed to be
  incorporated herein by reference shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein, or in any other subsequently filed document that is or is
  deemed to be incorporated herein by reference, 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 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Under British Virgin Islands law, the statutory liability of a director
  to the company is basically limited to cases where the director has not acted
  honestly and in good faith and with a view to the best interests of the company.
  However, under its Memorandum and Articles of Association, the Company is
  authorized to indemnify any person who is made or threatened to be made a party
  to a legal or administrative proceeding by virtue of being a director, officer
  or liquidator of the Company, provided such person acted honestly and in good
  faith and with a view to the best interests of the Company and, in the case of a
  criminal proceeding, such person had no reasonable cause to believe that his
  conduct was unlawful. The Company's Memorandum and Articles of Association also
  permits the Company to indemnify any director, officer or liquidator of the
  Company who was
  
                                         2
  3
  successful in any proceeding against expenses and judgments, fines and amounts
  paid in settlement and reasonably incurred in connection with the proceeding,
  where such person met the standard of conduct described in the preceding
  sentence.
  
           A director is also bound by the common law duty of care in relation to
  the exercise of his powers as a director.  Such common law duties include the
  duty not to exceed his powers as a director, the duty not to make a personal
  profit at the expense of the company, the duty not to usurp a corporate
  opportunity, the duty to exercise his powers bona fide in what he considers to
  be in the best interests of the company, the duty not to act for any collateral
  purpose in his own interest, the duty to exercise his powers with that degree of
  skill and care that may reasonably be expected from him given his particular
  knowledge and expertise, and the duty to act for all the shareholders rather
  than for individual shareholders.
  
           The Company has obtained directors' and officers' liability insurance
  against any liability asserted against such person incurred in the capacity of
  director or officer or arising out of such status, whether or not the Company
  would have the power to indemnify such person.
  
  ITEM 8.           EXHIBITS.
  
  4.1      The Company's 1996 Share Option Scheme*
  
  4.2      Memorandum of Association of the Company**
  
  4.3      Restated and Amended Articles of Association of the Company***
  
  5.1      The Opinion of Counsel regarding the legality of the securities being
           registered.
  
  23.1     The Consent of Harney, Westwood & Riegels is included in the opinion as
           filed at Exhibit 5.1 of this Registration Statement.
  
  23.2     The Consent of Ernst & Young, independent public accountants.
  
           *        Previously filed with the Company's Amendment No. 2 to Form
                    F-1 (SEC File No. 333-11641); incorporated herein.
  
           **       Previously filed with the Company's Form S-1 (SEC File No.
                    333-11637); incorporated herein.
  
           ***      Previously filed with the Company's Amendment No. 1 to Form
                    S-1 (SEC File No. 333-11637); incorporated herein.
  
  ITEM 9.           UNDERTAKINGS.
  
           (a)      The undersigned registrant hereby undertakes:
  
                    (1)      To file, during any period in which it offers or
                             sells securities, a post-effective amendment to this
                             registration statement to:
  
                             (i)      Include any additional or changed material
                                      information on the plan of distribution.
  
                    (2)      For determining liability under the Securities Act of
                             1933, as amended, to treat each post-effective
                             amendment as a new registration statement of the
                             securities offered, and the offering of the
                             securities at that time to be the initial bona fide
                             offering.
  
                    (3)      To file a post-effective amendment to remove from
                             registration any of the securities that remain unsold
                             at the end of the offering.
  
                                         3
  4
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  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 or amendment to be signed on its behalf by the
  undersigned, thereunto duly authorized, in Hong Kong, People's Republic of
  China, and in Oklahoma City, Oklahoma on December 7, 1999.
  
                                       DRANSFIELD CHINA PAPER CORPORATION
                                       (Registrant)
  
                                       By /s/ Horace Yao Yee Cheong
                                         -----------------------------------------
                                          Horace Yao Yee Cheong
                                          Chief Executive Officer
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement or amendment has been signed by the following persons in
  the capacities indicated and on the 7th day of December, 1999.
  
  Signature
  
  /s/ Horace Yao Yee Cheong                   Chief Executive Officer and Director
  -----------------------------------------
  Horace Yao Yee Cheong
  
  /s/ Warren Ma Kwok Hung                     Vice President and Chief Financial
  -----------------------------------------   Officer, Secretary and Treasurer
  Warren Ma Kwok Hung
  
  /s/ Jan Yang                                Director
  -----------------------------------------
  Jan Yang
  
  /s/ Thomas J. Kenan                         Director
  -----------------------------------------
  Thomas J. Kenan
  
  (Constituting a majority of the Board of Directors)
  
                                         4
  5
  
                                    EXHIBIT INDEX
                         Dransfield China Paper Corporation
                                      Form S-8
  EXHIBIT
     NUMBER                DESCRIPTION
     -------               -----------
  4.1      The Company's 1996 Share Option Scheme is incorporated by
                reference to the Company's Amendment No. 2 to Form F-1.  SEC
                File No. 333-11641.
  
       4.2      The Memorandum of Association of the Company is incorporated by
                reference to the Company's Form S-1. SEC File No. 333-11637.
  
       4.3      The Restated and Amended Articles of Association of the Company are
                incorporated by reference to the Company's Amendment No. 2 to Form S-1,
                File No. 333-11637.
  
       5.1      The Opinion of Counsel regarding the legality of the securities being
                registered.
  
       23.1     The Consent of Harney, Westwood & Riegels is included in the opinion as
                filed at Exhibit 5.1 of this Registration Statement.
  
       23.2     The Consent of Ernst & Young, independent public accountants.