content: <PAGE>   1
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                             --------------------------
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                             --------------------------
  
  
  
                         DAISYTEK INTERNATIONAL CORPORATION
               (Exact name of registrant as specified in its charter)
  
              DELAWARE                                        75-2421746
    (State or other jurisdiction                             (I.R.S. Employer
   of incorporation or organization)                       Identification No.)
  
   500 NORTH CENTRAL EXPRESSWAY, PLANO, TEXAS                    75074
    (Address of principal executive offices)                   (Zip Code)
  
  
                       1. DAISYTEK INTERNATIONAL CORPORATION
                         1998 EMPLOYEE STOCK PURCHASE PLAN
                   2. 1998 AMENDED AND RESTATED STOCK OPTION PLAN
                       OF DAISYTEK INTERNATIONAL CORPORATION
                             (Full title of the plans)
  
  
                                   MARK C. LAYTON
                         DAISYTEK INTERNATIONAL CORPORATION
                            500 NORTH CENTRAL EXPRESSWAY
                                 PLANO, TEXAS 75074
                      (Name and address of agent for service)
  
                                   (972) 881-4700
            (Telephone number, including area code of agent for service)
  
                                      copy to:
                              MORRIS BIENENFELD, ESQ.
                                   WOLFF & SAMSON
                                 5 BECKER FARM ROAD
                                 ROSELAND, NJ 07068
                                   (973) 533-6532
  
  <PAGE>   2
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <S>                          <C>                      <C>                         <C>                       <C>
  -------------------------------------------------------------------------------------------------------------------------
                                                         Proposed                   Proposed
  Title of                                               Maximum                    Maximum
  Securities                   Amount                    Offering                   Aggregate                 Amount of
  to be                        to be                     Price                      Offering                  Registration
  Registered                   Registered (1)            Per Share (2)              Price (2)                 Fee
  -------------------------------------------------------------------------------------------------------------------------
  
  Common Stock,                2,250,000 (3)             $ 15.51                    $34,888,135.50            $9,698.90
  par value $.01
  per share
  </TABLE>
  
  -------------------
  
  (1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
           "Securities Act"), this Registration Statement also covers such
           additional shares as may hereafter be offered or issued to prevent
           dilution resulting from stock splits, stock dividends or similar
           transactions.
  
  (2)      The aggregate offering price and the registration fee have been
           computed pursuant to Rules 457(c) and 457(h)(1) under the Securities
           Act upon the basis of (i) an aggregate option exercise price of
           $8,888,640 in respect of 674,273 shares to be issued upon the exercise
           of outstanding options issued under the 1998 Plan (as hereinafter
           defined) and (ii) $16.50 per share, being the average of high and low
           prices of Common Stock reported on the Nasdaq National Market on July
           6, 1999 in respect of the remaining 1,575,727 shares registered
           hereunder. In accordance with Rule 457(h)(3), no additional filing fee
           is payable in respect of the resale of the shares to be issued upon
           the exercise of options issued, and to be issued, under the Plans.
  
  (3)      Includes (i) 2,000,000 shares to be issued pursuant to the 1998
           Amended and Restated Stock Option Plan of Daisytek International
           Corporation (the "1998 Plan"), and (ii) 250,000 shares to be issued
           pursuant to the Daisytek International Corporation 1998 Employee Stock
           Purchase Plan (the "Purchase Plan", and together with the 1998 Plan,
           the "Plans"). The 1998 Plan amended and restated the 1997 Stock Option
           Plan of Daisytek International Corporation (the "1997 Plan")by, among
           other things, increasing the number of shares issuable thereunder from
           2,000,000 shares to 4,000,000 shares. Pursuant
  
  
                                         2
  <PAGE>   3
           to General Instruction (E) to Form S-8, the 2,000,000 shares to be
           issued under the 1998 Plan being registered hereunder are in addition
           to the 2,000,000 shares originally issuable under the 1997 Plan which
           were registered on May 21, 1998 on Form S-8 (Commission File No.
           333-53505), which is incorporated herein by reference.
  
  
                                         3
  <PAGE>   4
  
                                      PART II
  
                              INFORMATION REQUIRED IN
                             THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
           The following documents filed with the Securities and Exchange
  Commission (the "Commission") are incorporated herein by reference:
  
           1. The Company's prospectus dated March 26, 1998 as filed with the
  Commission (File No. 333-46927) pursuant to Rule 424(b) under the Securities
  Act.
  
           2. The Company's Annual Report on Form 10-K for the fiscal year ended
  March 31, 1999.
  
           3. All other reports filed pursuant to Section 13(a) or 15(d) of the
  Exchange Act since March 31, 1999.
  
           4. The description of the Company's common stock, par value $.01 per
  share, contained in the Company's Prospectus dated January 26, 1995 as filed
  with the Commission (File No. 33-86926) on January 31, 1995 pursuant to Rule
  424(b) under the Securities Act.
  
           All documents filed by the Company after the date hereof pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), prior to the filing of a post-effective amendment
  which indicates that all securities offered have been sold or which deregisters
  all securities then remaining unsold, shall be deemed incorporated by reference
  herein and to be a part hereof from the date of filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company is organized under the laws of the State of Delaware. The
  Delaware General Corporation Law, as amended (the "Act"), provides that a
  Delaware corporation has the power generally to indemnify its directors,
  officers, employees and other agents (each, a "Corporate Agent") against
  expenses and liabilities (including amounts paid in settlement) in connection
  with any
  
  
                                         4
  <PAGE>   5
  
  proceeding involving such person by reason of his being a Corporate Agent,
  other than a proceeding by or in the right of the corporation, if such person
  acted in good faith and in a manner he reasonably believed to be in or not
  opposed to the best interests of the corporation and, with respect to any
  criminal proceeding, such person had no reasonable cause to believe his conduct
  was unlawful. In the case of an action brought by or in the right of the
  corporation, indemnification of a Corporate Agent against expenses is permitted
  if such person acted in good faith and in a manner he reasonably believed to be
  in or not opposed to the best interests of the corporation, however, no
  indemnification is permitted in respect of any claim, issue or matter as to
  which such person shall have been adjudged to be liable to the corporation,
  unless and only to the extent that the Court of Chancery or the court in which
  such proceeding 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 such indemnification. To the
  extent that a Corporate Agent has been successful on the merits of such
  proceeding, whether or not by or in the right of the corporation, or in the
  defense of any claim, issue or matter therein, the corporation is required to
  indemnify the Corporate Agent for expenses in connection therewith. Expenses
  incurred by a Corporate Agent in connection with a proceeding may, under
  certain circumstances, be paid by the corporation in advance of the final
  disposition of the proceeding as authorized by the board of directors. The
  power to indemnify and advance expenses under the Act does not exclude other
  rights to which a Corporate Agent may be entitled to under the certificate of
  incorporation, bylaws, agreement, vote of stockholders or disinterested
  directors or otherwise.
  
           Under the Act, a Delaware corporation has the power to purchase and
  maintain insurance on behalf of any Corporate Agent against any liabilities
  asserted against and incurred by him in such capacity, whether or not the
  corporation has the power to indemnify him against such liabilities under the
  Act.
  
           As permitted by the Act, the Company's Certificate of Incorporation
  contains provisions which limit the personal liability of directors for
  monetary damages for breach of fiduciary duties as directors except to the
  extent such limitation of liability is prohibited by the Act. In accordance
  with the Act, these provisions do not limit the liability of any director for
  any breach of the director's duty of loyalty to the Company or its
  stockholders; for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of law, for certain unlawful
  payments of dividends or stock repurchases under Section 174 of the Act; or for
  any transaction from which the director derives an improper personal benefit.
  These provisions do not limit the rights of the Company or any stockholder to
  seek an injunction or any other non-monetary relief in the event of a
  
  
                                         5
  <PAGE>   6
  breach of a director's fiduciary duty. In addition, these provisions apply only
  to claims against a director arising out of his role as a director and do not
  relieve a director from liability for violations of statutory law, such as
  certain liabilities imposed on a director under the federal securities laws.
  
           In addition, the Company's Certificate of Incorporation and By-laws
  provide for the indemnification of Corporate Agents for certain expenses,
  judgments, fines and payments incurred by them in connection with the defense
  or settlement of claims asserted against them in their capacities as Corporate
  Agents to the fullest extent authorized by the Act. The Company seeks to limit
  its exposure to liability for indemnification of directors and officers by
  purchasing directors and officers liability insurance coverage.
  
           Reference is made to Sections 102(b)(7) and 145 of the Act in
  connection with the above summary of indemnification, insurance and limitation
  of liability.
  
           The purpose of these provisions is to assist the Company in retaining
  qualified individuals to serve as officers, directors or other Corporate Agents
  of the Company by limiting their exposure to personal liability for serving as
  such.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           The following are filed as exhibits to this registration statement.
  
  Exhibit        Description
  -------        -----------
  
  5        Opinion of Wolff & Samson, Counsel to the Company
  
  23.1     Consent of Arthur Andersen LLP
  
  23.2     Consent of Wolff & Samson (included in Exhibit No. 5)
  
  24       Power of Attorney (included on the signature page)
  
  
  
                                         6
  <PAGE>   7
  
  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 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.
  
                2. 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 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, 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 any employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in this registration statement relating to the
  securities offered therein, and the offering of such securities at the time
  shall be deemed to be the initial bona fide offering thereof.
  
           C.   Insofar as indemnification for liabilities arising under the
  Securities Act 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 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, 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 Act and will be governed by the final
  adjudication of such issue.
  
  
  
                                         7
  <PAGE>   8
  
                                     SIGNATURES
  
  THE REGISTRANT
  
           Pursuant to the requirements of the Securities Act, 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 Plano, State of Texas on July 8, 1999.
  
                                         DAISYTEK INTERNATIONAL CORPORATION
  
  
  
                                         By:  /s/ Thomas J. Madden
                                              ---------------------------------
                                              Thomas J. Madden, Vice President-
                                              Finance, Chief Financial Officer
                                              (Principal Financial Officer and
                                              Principal Accounting Officer)
  
           Each person whose signature to this Registration Statement appears
  below hereby appoints Thomas J. Madden and Harvey Achatz, or either of them, as
  his attorney-in-fact to sign on his behalf individually and in the capacity
  stated below and to file all amendments and post-effective amendments to this
  Registration Statement, and any and all instruments or documents filed as a
  part of or in connection with this Registration Statement or the amendments
  thereto, and the attorney-in-fact, or either of them, may make such changes and
  additions to this Registration Statement as the attorney-in-fact, or either of
  them, may deem necessary or appropriate.
  
           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 dates indicated.
  
  <TABLE>
  <CAPTION>
  Signature                           Title
  ---------                           -----
  
  <S>                                 <C>                           <C>
  /s/ David A. Heap                   Chairman of the               July 8, 1999
                                      Board
  
  
  /s/ Mark C. Layton                  President, Chief              July 8, 1999
                                      Executive Officer,
                                      Chief Operating
                                      Officer and
                                      Director (Principal
                                      Executive Officer)
  </TABLE>
  
  
  
                                         8
  <PAGE>   9
  <TABLE>
  <S>                                 <C>                           <C>
  /s/ Thomas J. Madden                Vice President -              July 8, 1999
                                      Finance, Chief
                                      Financial Officer
                                      (Principal
                                      Financial Officer
                                      and Principal
                                      Accounting Officer)
  
  
  /s/ Chris Yates                     Senior Vice                   July 8, 1999
                                      President-Business
                                      Development and
                                      Director
  
  
  /s/ James R. Powell                 Senior Vice                   July 8, 1999
                                      President-Sales
                                      and Marketing
                                      and Director
  
  
  /s/ Timothy M. Murray               Director                      July 8, 1999
  
  
  
  /s/ James F. Reilly                 Director                      July 8, 1999
  
  
  /s/ Peter P.J. Vikanis              Director                      July 8, 1999
  </TABLE>
  
  
  
                                         9
  <PAGE>   10
  
                                   EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  Exhibit
  Page              Description
  --------          -----------
  
  <S>               <C>
  5                 Opinion of Wolff & Samson, Counsel to the Company
  
  23.1              Consent of Arthur Andersen LLP
  
  23.2              Consent of Wolff & Samson (included in Exhibit No. 5)
  
  24                Power of Attorney (included on the signature page)
  </TABLE>
  
  
  
                                        10
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19277}]
metadata_filer: {"company-data": {"conformed-name": "DAISYTEK INTERNATIONAL CORPORATION /DE/", "cik": "0000887403", "assigned-sic": "5110", "irs-number": "752421746", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82537", "film-number": "99661421"}, "business-address": {"street1": "500 N CENTRAL EXPRWY", "city": "PLANO", "state": "TX", "zip": "75074", "phone": "9728814700"}, "mail-address": {"street1": "500 N CENTRAL EXPWY", "city": "PLANO", "state": "TX", "zip": "75074"}}
text: 1
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                             --------------------------
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                             --------------------------
  
                         DAISYTEK INTERNATIONAL CORPORATION
               (Exact name of registrant as specified in its charter)
  
              DELAWARE                                        75-2421746
    (State or other jurisdiction                             (I.R.S. Employer
   of incorporation or organization)                       Identification No.)
  
   500 NORTH CENTRAL EXPRESSWAY, PLANO, TEXAS                    75074
    (Address of principal executive offices)                   (Zip Code)
  
                       1. DAISYTEK INTERNATIONAL CORPORATION
                         1998 EMPLOYEE STOCK PURCHASE PLAN
                   2. 1998 AMENDED AND RESTATED STOCK OPTION PLAN
                       OF DAISYTEK INTERNATIONAL CORPORATION
                             (Full title of the plans)
  
                                   MARK C. LAYTON
                         DAISYTEK INTERNATIONAL CORPORATION
                            500 NORTH CENTRAL EXPRESSWAY
                                 PLANO, TEXAS 75074
                      (Name and address of agent for service)
  
                                   (972) 881-4700
            (Telephone number, including area code of agent for service)
  
                                      copy to:
                              MORRIS BIENENFELD, ESQ.
                                   WOLFF & SAMSON
                                 5 BECKER FARM ROAD
                                 ROSELAND, NJ 07068
                                   (973) 533-6532
  2
                          CALCULATION OF REGISTRATION FEE
  -------------------------------------------------------------------------------------------------------------------------
                                                         Proposed                   Proposed
  Title of                                               Maximum                    Maximum
  Securities                   Amount                    Offering                   Aggregate                 Amount of
  to be                        to be                     Price                      Offering                  Registration
  Registered                   Registered (1)            Per Share (2)              Price (2)                 Fee
  -------------------------------------------------------------------------------------------------------------------------
  
  Common Stock,                2,250,000 (3)             $ 15.51                    $34,888,135.50            $9,698.90
  par value $.01
  per share
  -------------------
  
  (1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
           "Securities Act"), this Registration Statement also covers such
           additional shares as may hereafter be offered or issued to prevent
           dilution resulting from stock splits, stock dividends or similar
           transactions.
  
  (2)      The aggregate offering price and the registration fee have been
           computed pursuant to Rules 457(c) and 457(h)(1) under the Securities
           Act upon the basis of (i) an aggregate option exercise price of
           $8,888,640 in respect of 674,273 shares to be issued upon the exercise
           of outstanding options issued under the 1998 Plan (as hereinafter
           defined) and (ii) $16.50 per share, being the average of high and low
           prices of Common Stock reported on the Nasdaq National Market on July
           6, 1999 in respect of the remaining 1,575,727 shares registered
           hereunder. In accordance with Rule 457(h)(3), no additional filing fee
           is payable in respect of the resale of the shares to be issued upon
           the exercise of options issued, and to be issued, under the Plans.
  
  (3)      Includes (i) 2,000,000 shares to be issued pursuant to the 1998
           Amended and Restated Stock Option Plan of Daisytek International
           Corporation (the "1998 Plan"), and (ii) 250,000 shares to be issued
           pursuant to the Daisytek International Corporation 1998 Employee Stock
           Purchase Plan (the "Purchase Plan", and together with the 1998 Plan,
           the "Plans"). The 1998 Plan amended and restated the 1997 Stock Option
           Plan of Daisytek International Corporation (the "1997 Plan")by, among
           other things, increasing the number of shares issuable thereunder from
           2,000,000 shares to 4,000,000 shares. Pursuant
  
                                         2
  3
           to General Instruction (E) to Form S-8, the 2,000,000 shares to be
           issued under the 1998 Plan being registered hereunder are in addition
           to the 2,000,000 shares originally issuable under the 1997 Plan which
           were registered on May 21, 1998 on Form S-8 (Commission File No.
           333-53505), which is incorporated herein by reference.
  
                                         3
  4
  
                                      PART II
  
                              INFORMATION REQUIRED IN
                             THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
           The following documents filed with the Securities and Exchange
  Commission (the "Commission") are incorporated herein by reference:
  
           1. The Company's prospectus dated March 26, 1998 as filed with the
  Commission (File No. 333-46927) pursuant to Rule 424(b) under the Securities
  Act.
  
           2. The Company's Annual Report on Form 10-K for the fiscal year ended
  March 31, 1999.
  
           3. All other reports filed pursuant to Section 13(a) or 15(d) of the
  Exchange Act since March 31, 1999.
  
           4. The description of the Company's common stock, par value $.01 per
  share, contained in the Company's Prospectus dated January 26, 1995 as filed
  with the Commission (File No. 33-86926) on January 31, 1995 pursuant to Rule
  424(b) under the Securities Act.
  
           All documents filed by the Company after the date hereof pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), prior to the filing of a post-effective amendment
  which indicates that all securities offered have been sold or which deregisters
  all securities then remaining unsold, shall be deemed incorporated by reference
  herein and to be a part hereof from the date of filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company is organized under the laws of the State of Delaware. The
  Delaware General Corporation Law, as amended (the "Act"), provides that a
  Delaware corporation has the power generally to indemnify its directors,
  officers, employees and other agents (each, a "Corporate Agent") against
  expenses and liabilities (including amounts paid in settlement) in connection
  with any
  
                                         4
  5
  
  proceeding involving such person by reason of his being a Corporate Agent,
  other than a proceeding by or in the right of the corporation, if such person
  acted in good faith and in a manner he reasonably believed to be in or not
  opposed to the best interests of the corporation and, with respect to any
  criminal proceeding, such person had no reasonable cause to believe his conduct
  was unlawful. In the case of an action brought by or in the right of the
  corporation, indemnification of a Corporate Agent against expenses is permitted
  if such person acted in good faith and in a manner he reasonably believed to be
  in or not opposed to the best interests of the corporation, however, no
  indemnification is permitted in respect of any claim, issue or matter as to
  which such person shall have been adjudged to be liable to the corporation,
  unless and only to the extent that the Court of Chancery or the court in which
  such proceeding 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 such indemnification. To the
  extent that a Corporate Agent has been successful on the merits of such
  proceeding, whether or not by or in the right of the corporation, or in the
  defense of any claim, issue or matter therein, the corporation is required to
  indemnify the Corporate Agent for expenses in connection therewith. Expenses
  incurred by a Corporate Agent in connection with a proceeding may, under
  certain circumstances, be paid by the corporation in advance of the final
  disposition of the proceeding as authorized by the board of directors. The
  power to indemnify and advance expenses under the Act does not exclude other
  rights to which a Corporate Agent may be entitled to under the certificate of
  incorporation, bylaws, agreement, vote of stockholders or disinterested
  directors or otherwise.
  
           Under the Act, a Delaware corporation has the power to purchase and
  maintain insurance on behalf of any Corporate Agent against any liabilities
  asserted against and incurred by him in such capacity, whether or not the
  corporation has the power to indemnify him against such liabilities under the
  Act.
  
           As permitted by the Act, the Company's Certificate of Incorporation
  contains provisions which limit the personal liability of directors for
  monetary damages for breach of fiduciary duties as directors except to the
  extent such limitation of liability is prohibited by the Act. In accordance
  with the Act, these provisions do not limit the liability of any director for
  any breach of the director's duty of loyalty to the Company or its
  stockholders; for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of law, for certain unlawful
  payments of dividends or stock repurchases under Section 174 of the Act; or for
  any transaction from which the director derives an improper personal benefit.
  These provisions do not limit the rights of the Company or any stockholder to
  seek an injunction or any other non-monetary relief in the event of a
  
                                         5
  6
  breach of a director's fiduciary duty. In addition, these provisions apply only
  to claims against a director arising out of his role as a director and do not
  relieve a director from liability for violations of statutory law, such as
  certain liabilities imposed on a director under the federal securities laws.
  
           In addition, the Company's Certificate of Incorporation and By-laws
  provide for the indemnification of Corporate Agents for certain expenses,
  judgments, fines and payments incurred by them in connection with the defense
  or settlement of claims asserted against them in their capacities as Corporate
  Agents to the fullest extent authorized by the Act. The Company seeks to limit
  its exposure to liability for indemnification of directors and officers by
  purchasing directors and officers liability insurance coverage.
  
           Reference is made to Sections 102(b)(7) and 145 of the Act in
  connection with the above summary of indemnification, insurance and limitation
  of liability.
  
           The purpose of these provisions is to assist the Company in retaining
  qualified individuals to serve as officers, directors or other Corporate Agents
  of the Company by limiting their exposure to personal liability for serving as
  such.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           The following are filed as exhibits to this registration statement.
  
  Exhibit        Description
  -------        -----------
  
  5        Opinion of Wolff & Samson, Counsel to the Company
  
  23.1     Consent of Arthur Andersen LLP
  
  23.2     Consent of Wolff & Samson (included in Exhibit No. 5)
  
  24       Power of Attorney (included on the signature page)
  
                                         6
  7
  
  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 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.
  
                2. 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 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, 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 any employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in this registration statement relating to the
  securities offered therein, and the offering of such securities at the time
  shall be deemed to be the initial bona fide offering thereof.
  
           C.   Insofar as indemnification for liabilities arising under the
  Securities Act 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 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, 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 Act and will be governed by the final
  adjudication of such issue.
  
                                         7
  8
  
                                     SIGNATURES
  
  THE REGISTRANT
  
           Pursuant to the requirements of the Securities Act, 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 Plano, State of Texas on July 8, 1999.
  
                                         DAISYTEK INTERNATIONAL CORPORATION
  
                                         By:  /s/ Thomas J. Madden
                                              ---------------------------------
                                              Thomas J. Madden, Vice President-
                                              Finance, Chief Financial Officer
                                              (Principal Financial Officer and
                                              Principal Accounting Officer)
  
           Each person whose signature to this Registration Statement appears
  below hereby appoints Thomas J. Madden and Harvey Achatz, or either of them, as
  his attorney-in-fact to sign on his behalf individually and in the capacity
  stated below and to file all amendments and post-effective amendments to this
  Registration Statement, and any and all instruments or documents filed as a
  part of or in connection with this Registration Statement or the amendments
  thereto, and the attorney-in-fact, or either of them, may make such changes and
  additions to this Registration Statement as the attorney-in-fact, or either of
  them, may deem necessary or appropriate.
  
           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 dates indicated.
  Signature                           Title
  ---------                           -----
  /s/ David A. Heap                   Chairman of the               July 8, 1999
                                      Board
  
  /s/ Mark C. Layton                  President, Chief              July 8, 1999
                                      Executive Officer,
                                      Chief Operating
                                      Officer and
                                      Director (Principal
                                      Executive Officer)
  8
  9
  /s/ Thomas J. Madden                Vice President -              July 8, 1999
                                      Finance, Chief
                                      Financial Officer
                                      (Principal
                                      Financial Officer
                                      and Principal
                                      Accounting Officer)
  
  /s/ Chris Yates                     Senior Vice                   July 8, 1999
                                      President-Business
                                      Development and
                                      Director
  
  /s/ James R. Powell                 Senior Vice                   July 8, 1999
                                      President-Sales
                                      and Marketing
                                      and Director
  
  /s/ Timothy M. Murray               Director                      July 8, 1999
  
  /s/ James F. Reilly                 Director                      July 8, 1999
  
  /s/ Peter P.J. Vikanis              Director                      July 8, 1999
  9
  10
  
                                   EXHIBIT INDEX
  Exhibit
  Page              Description
  --------          -----------
  5                 Opinion of Wolff & Samson, Counsel to the Company
  
  23.1              Consent of Arthur Andersen LLP
  
  23.2              Consent of Wolff & Samson (included in Exhibit No. 5)
  
  24                Power of Attorney (included on the signature page)
  10