content: <PAGE>   1
       As filed with the Securities and Exchange Commission on August 30, 2000
                                               REGISTRATION STATEMENT NO. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                        ------------------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                        ------------------------------------
  
  
                                  VICOR CORPORATION
               (Exact name of Registrant as Specified in Its Charter)
  
         DELAWARE                                        04-2742817
  (State of Incorporation)                 (I.R.S. Employer Identification Number)
  
                                  25 FRONTAGE ROAD
                                  ANDOVER, MA 01810
                                   (978) 470-2900
     (Address, including zip code, and telephone number, including area code, of
                      Registrant's principal executive offices)
  
                                  VICOR CORPORATION
                        2000 STOCK OPTION AND INCENTIVE PLAN
  
                              (Full Title of the Plan)
                        ------------------------------------
  
  
                                PATRIZIO VINCIARELLI
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                  VICOR CORPORATION
                                  25 FRONTAGE ROAD
                                  ANDOVER, MA 01810
                                   (978) 470-2900
   (Name, address, including zip code, and telephone number, including area code,
                                of agent for service)
  
                        ------------------------------------
  
  
                                   With copies to:
                                  PAUL W. LEE, P.C.
                             GOODWIN, PROCTER & HOAR LLP
                                   EXCHANGE PLACE
                                BOSTON, MA 02109-2881
                                   (617) 570-1000
  
                        ------------------------------------
  
  
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  =================================================================================================================================
  Title of Securities Being         Amount to be          Proposed Maximum            Proposed Maximum              Amount of
         Registered                 Registered(1)    Offering Price Per Share(2)   Aggregate Offering Price(2)    Registration Fee
  ---------------------------------------------------------------------------------------------------------------------------------
  
  <S>                             <C>                <C>                           <C>                            <C>
  Common Stock, par value $.01    2,000,000 shares            $37.71875                 $75,437,500                   $19,916
         per share
  =================================================================================================================================
  </TABLE>
  
  (1)  Plus such additional number of shares as may be required pursuant to the
       2000 Stock Option and Incentive Plan in the event of a stock dividend,
       reverse stock split, split-up, recapitalization or other similar event.
  
  (2)  This estimate is made pursuant to Rule 457(c) and (h) under the Securities
       Act of 1933, as amended (the "Securities Act"), solely for the purposes of
       determining the amount of the registration fee. The registration fee is
       based upon the average of the high and low sales prices for the
       Registrant's common stock, par value $0.01 per share (the "Common Stock"),
       as reported on the Nasdaq National Market on August 23, 2000.
  
  ================================================================================
  
  
  <PAGE>   2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           The documents containing the information specified in Items 1 and 2 of
  Part I of Form S-8 will be sent or given to plan participants as specified in
  Rule 428(b)(1) and, in accordance with the instructions to Part I, need not be
  filed with the Securities and Exchange Commission (the "Commission") as part of
  this Registration Statement.
  
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  Item 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
       Vicor Corporation (the "Company") hereby incorporates by reference the
  documents listed in (a) through (c) below, which have been previously filed with
  the Commission:
  
       (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
  December 31, 1999;
  
       (b)  The Company's Quarterly Report on Form 10-Q for the fiscal quarter
  ended March 31, 2000;
  
       (c)  The Company's Quarterly Report on Form 10-Q for the fiscal quarter
  ended June 30, 2000; and
  
       (d)  The description of the Company's Common Stock contained in its
  registration statement on Form 10, filed pursuant to Section 12(g) of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act").
  
       In addition, all documents subsequently filed with the Commission by the
  Company 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
  securities offered hereunder have been sold or which deregisters all securities
  then remaining unsold, shall be deemed to be incorporated by reference in this
  registration statement and to be a part hereof from the date of filing of such
  documents.
  
  
  Item 4.   DESCRIPTION OF SECURITIES.
  
       Not Applicable.
  
  
  Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Not Applicable.
  
  
  Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICER.
  
       The Company is a Delaware corporation. Reference is made to Section 145(a)
  of the Delaware General Corporation Law (the "DGCL"), which enables a
  corporation to indemnify any person who was or is a party or is threatened to be
  made a party to any threatened, pending or completed action, suit or proceeding,
  whether civil, criminal, administrative or investigative (other than an action
  by or in the right of the corporation) by reason of the fact that he or she is
  or was a director, officer, employee or agent of the corporation, or is or was
  serving at the request of the corporation as director, officer, employee or
  agent of another corporation, partnership, joint venture, trust or other
  enterprise, against expenses (including attorneys' fees), judgments, fines, and
  amounts paid in settlement actually and reasonably incurred by him or her in
  connection with such action, suit or proceeding if he or she acted in good faith
  and in a manner he or she reasonably believed to be in or not opposed to the
  best interests of the corporation, and, with respect to any criminal action or
  proceeding, had no reasonable cause to believe his or her conduct was unlawful.
  
       In addition, under Section 145(b) of the DGCL, a corporation may indemnify
  any person who was or is a party or is threatened to be made a party to any
  threatened, pending or completed action or suit by or in the right of the
  corporation to procure a judgment in its favor by reason of the fact that the
  person is or was a
  
  
  <PAGE>   3
  
  
  director, officer, employee or agent of the corporation or is or was serving at
  the request of the corporation as a director, officer, employee or agent of
  another corporation, partnership, joint venture, trust or other enterprise
  against expenses (including attorneys' fees) actually and reasonably incurred by
  the person in connection with the defense or settlement of such action or suit
  if the person acted in good faith and in a manner the person reasonably believed
  to be in or not opposed to the best interests of the corporation and except that
  no indemnification shall be made in respect of any claim, issue or matter as to
  which such person shall have been adjudged to be liable to the corporation
  unless and only to the extent that the Court of Chancery or the court in which
  such action or suit was brought shall determine upon application that, despite
  the adjudication of liability but in view of all the circumstances of the case,
  such person is fairly and reasonably entitled to indemnity for such expenses
  which the Court of Chancery or such other court shall deem proper.
  
       Section 145 further provides that a Delaware corporation is required to
  indemnify a present or former director or officer against expenses (including
  attorneys' fees) actually and reasonably incurred by him in connection with any
  action, suit or proceeding or in defense of any claim, issue or matter therein
  as to which such person has been successful on the merits or otherwise; that
  indemnification provided for by Section 145 shall not be deemed exclusive of any
  other rights to which the indemnified party may be entitled; and that
  indemnification provided for by Section 145 shall, unless otherwise provided
  when authorized or ratified, continue as to a person who has ceased to be a
  director, officer, employee or agent and shall inure to the benefit of such
  person's heirs, executors and administrators. Unless ordered by a court, a
  Delaware corporation may provide indemnification only as authorized in the
  specific case upon a determination that indemnification of the director,
  officer, employee or agent is proper in the circumstances because the person has
  met the applicable standard of conduct set forth in Sections 145(a) and 145(b)
  of the DGCL. Such determination is to be made (i) by the board of directors by a
  majority vote of directors who are not parties to such action, suit or
  proceeding, (ii) by a committee of such directors designated by majority vote of
  such directors, (iii) if there are no such directors, or if such directors so
  direct, by independent legal counsel in a written opinion, or (iv) by the
  stockholders.
  
       Section 102(b)(7) of the DGCL provides that the charter of a Delaware
  corporation may contain a provision eliminating or limiting the personal
  liability of a director to the corporation or its stockholders for monetary
  damages for breach of fiduciary duty as a director provided that such provision
  shall not eliminate or limit the liability of a director (i) for any breach of a
  director's duty of loyalty to the corporation or its stockholders, (ii) for acts
  or omissions not in good faith or which involve intentional misconduct or a
  knowing violation of the law, (iii) under Section 174 of the DGCL, which
  provision imposes liability on directors for unlawful payments of dividends, or
  (iv) for any transaction from which the director derived an improper personal
  benefit. The Company's Restated Certificate of Incorporation, as amended,
  contains a provision permitted by Section 102(b)(7) of the DGCL that generally
  eliminates the personal liability of each director to the Company and its
  stockholders for monetary damages for breach of fiduciary duty, unless the
  director breached his or her duty of loyalty, failed to act in good faith,
  engaged in intentional misconduct or a knowing violation of law, paid a dividend
  or approved a stock repurchase in violation of the DGCL or for engaging in a
  transaction in which the director derived an improper personal benefit. Such
  provision does not alter a director's liability under the federal securities
  laws. In addition, such provision does not affect the availability of equitable
  remedies, such as an injunction or rescission, for breach of fiduciary duty.
  
       The By-laws of the Company provide that directors and officers of the
  Company shall be indemnified by the Company to the fullest extent authorized by
  Delaware law as in effect on the date such By-laws were adopted or as thereafter
  amended against all expenses, liabilities and losses reasonably incurred in
  connection with service for or on behalf of the Company. In general, such
  indemnification shall continue as to any person who has ceased to be a director
  or officer of the Company and shall inure to the benefit of such person's heirs,
  executors and administrators. The By-laws also provide that the right of
  directors and officers to indemnification shall be a contract right and shall
  include the right to advancement of expenses prior to the final disposition of a
  proceeding; provided, however, that such advancement may only be made upon
  delivery to the
  
  
                                          2
  <PAGE>   4
  
  
  Company of an undertaking by such director or officer to repay all amounts so
  advanced if it shall be determined by a final judicial decision from which there
  is no right to appeal that such person is not entitled to indemnification.
  
  Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not Applicable.
  
  
  Item 8.   EXHIBITS.
  
       The following is a complete list of exhibits filed as part of this
  Registration Statement.
  
  
   Exhibit
   -------
  
     5.1         Opinion of Goodwin, Procter & Hoar  LLP, as to the legality of
                 the securities being registered.
    23.1         Consent of Independent Auditors.
    23.2         Consent of Goodwin, Procter & Hoar  LLP (included in Exhibit 5.1
                 hereto).
    24.1         Powers of Attorney (included on signature page of this
                 registration statement).
    99.1         Vicor Corporation 2000 Stock Option and Incentive Plan
                 (incorporated by reference to Exhibit A to the Company's Proxy
                 Statement for use in connection with its 2000 Annual Meeting of
                 Stockholders, which was filed with the Commission on April 26,
                 2000).
  
  
  Item 9.   UNDERTAKINGS.
  
       (a)  The undersigned Company hereby undertakes:
  
       (1)  To file during any period in which offers or sales are being made, a
  post-effective amendment to this registration statement:
  
            (i)  To include any prospectus required by Section 10(a)(3) of the
  Securities Act;
  
            (ii) To reflect in the prospectus any facts or events arising after
  the effective date of the registration statement (or the most recent
  post-effective amendment thereof) which, individually or in the aggregate,
  represent a fundamental change in the information set forth in the registration
  statement. Notwithstanding the foregoing, any increase or decrease in volume of
  securities offered (if the total dollar value of securities offered would not
  exceed that which was registered) and any deviation from the low or high and of
  the estimated maximum offering range may be reflected in the form of prospectus
  filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
  changes in volume and price represent no more than 20 percent change in the
  maximum aggregate offering price set forth in the "Calculation of Registration
  Fee" table in the effective registration statement; and
  
            (iii) To include any material information with respect to the plan of
  distribution not previously disclosed in the registration statement or any
  material change to such information in the registration statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not apply
  if the information required to be included in a post-effective amendment by
  those paragraphs is contained in periodic reports filed with or
  
  
                                          3
  <PAGE>   5
  
  
  furnished to the Commission by the Company pursuant to Section 13 or Section
  15(d) of the Exchange Act that are incorporated by reference 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 to be the initial bona
  fide offering thereof.
  
            (3)  To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
       (b)  The undersigned Company hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the Company's
  annual report pursuant to Section 13(a) or 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 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 Company pursuant to the foregoing provisions, or otherwise, the Company
  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 Company of expenses incurred or paid
  by a director, officer or controlling person of the Company 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
  Company 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.
  
  
                                          4
  <PAGE>   6
  
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act, the Company 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 Town
  of Andover, the Commonwealth of Massachusetts, as of the 29th day of August,
  2000.
  
                                                 VICOR CORPORATION
  
  
                                                 By: /s/ Patrizio Vinciarelli
                                                    ------------------------------
                                                    Patrizio Vinciarelli
                                                    President and Chief Executive
                                                     Officer
  
       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
  below hereby constitutes and appoints each of Patrizio Vinciarelli and Mark A.
  Glazer acting together or singularly, his true and lawful attorney-in-fact and
  agent, with full power of substitution and resubstitution, for him in his name,
  place and stead, in any and all capacities, (i) to sign a Registration Statement
  on Form S-8 under the Securities Act relating to the shares issuable pursuant to
  the Vicor Corporation 2000 Stock Option and Incentive Plan and (ii) to sign any
  and all amendments (including post-effective amendments) to such Registration
  Statement, and (iii) to file the same, with all exhibits thereto and other
  documents in connection therewith, with the Commission under the Securities Act.
  The undersigned hereby ratifies and confirms all that such attorney-in-fact or
  his substitute may lawfully do or cause to be done by virtue hereof.
  
  
         Signature                      Capacity                         Date
         ---------                      --------                         ----
  
  /s/ Patrizio Vinciarelli   Chairman of the Board, President     August 29, 2000
  ------------------------   and Chief Executive Officer
  Patrizio Vinciarelli       (Principal Executive Officer)
  
  
                             Director                             August 29, 2000
  ------------------------
  M. Michael Ansour
  
  
  /s/ Estia J. Eichten       Director                             August 29, 2000
  ------------------------
  Estia J. Eichten
  
  
  /s/ Barry Kelleher         Director and Senior Vice             August 29, 2000
  ------------------------   President, Global Operations
  Barry Kelleher
  
  
  /s/ Jay M. Prager          Director and Senior Vice             August 29, 2000
  ------------------------   President, Technology
  Jay M. Prager
  
  
                             Director                             August 29, 2000
  ------------------------
  David T. Riddiford
  
  
  /s/ Mark A. Glazer         Chief Financial Officer, Treasurer   August 29, 2000
  ------------------------   and Secretary (Principal Financial
  Mark A. Glazer             and Accounting Officer)
  
  
                                          5
  <PAGE>   7
  
  
                                    EXHIBIT INDEX
  
  
  Exhibit No.                                  Description
  -----------                                  -----------
  
       5.1            Opinion of Goodwin, Procter & Hoar LLP as to the legality of
                      the securities being registered.
      23.1            Consent of Independent Auditors.
      23.2            Consent of Goodwin, Procter & Hoar  LLP (included in Exhibit
                      5.1 hereto).
      24.1            Powers of Attorney (included on the signature page of this
                      registration statement).
      99.1            Vicor Corporation 2000 Stock Option and Incentive Plan
                      (incorporated by reference to Exhibit A to the Company's
                      Proxy Statement for use in connection with its 2000 Annual
                      Meeting of Stockholders, which was filed with the Commission
                      on April 26, 2000).
  
  
                                          6
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metadata_filer: {"company-data": {"conformed-name": "VICOR CORP", "cik": "0000751978", "assigned-sic": "3679", "irs-number": "042742817", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44790", "film-number": "713636"}, "business-address": {"street1": "25 FRONTAGE ROAD", "city": "ANDOVER", "state": "MA", "zip": "01810", "phone": "9784702900"}, "mail-address": {"street1": "25 FRONTAGE RD", "city": "ANDOVER", "state": "MA", "zip": "01810"}}
text: 1
       As filed with the Securities and Exchange Commission on August 30, 2000
                                               REGISTRATION STATEMENT NO. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                        ------------------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                        ------------------------------------
  
                                  VICOR CORPORATION
               (Exact name of Registrant as Specified in Its Charter)
  
         DELAWARE                                        04-2742817
  (State of Incorporation)                 (I.R.S. Employer Identification Number)
  
                                  25 FRONTAGE ROAD
                                  ANDOVER, MA 01810
                                   (978) 470-2900
     (Address, including zip code, and telephone number, including area code, of
                      Registrant's principal executive offices)
  
                                  VICOR CORPORATION
                        2000 STOCK OPTION AND INCENTIVE PLAN
  
                              (Full Title of the Plan)
                        ------------------------------------
  
                                PATRIZIO VINCIARELLI
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                  VICOR CORPORATION
                                  25 FRONTAGE ROAD
                                  ANDOVER, MA 01810
                                   (978) 470-2900
   (Name, address, including zip code, and telephone number, including area code,
                                of agent for service)
  
                        ------------------------------------
  
                                   With copies to:
                                  PAUL W. LEE, P.C.
                             GOODWIN, PROCTER & HOAR LLP
                                   EXCHANGE PLACE
                                BOSTON, MA 02109-2881
                                   (617) 570-1000
  
                        ------------------------------------
  
                           CALCULATION OF REGISTRATION FEE
  =================================================================================================================================
  Title of Securities Being         Amount to be          Proposed Maximum            Proposed Maximum              Amount of
         Registered                 Registered(1)    Offering Price Per Share(2)   Aggregate Offering Price(2)    Registration Fee
  ---------------------------------------------------------------------------------------------------------------------------------
  Common Stock, par value $.01    2,000,000 shares            $37.71875                 $75,437,500                   $19,916
         per share
  =================================================================================================================================
  (1)  Plus such additional number of shares as may be required pursuant to the
       2000 Stock Option and Incentive Plan in the event of a stock dividend,
       reverse stock split, split-up, recapitalization or other similar event.
  
  (2)  This estimate is made pursuant to Rule 457(c) and (h) under the Securities
       Act of 1933, as amended (the "Securities Act"), solely for the purposes of
       determining the amount of the registration fee. The registration fee is
       based upon the average of the high and low sales prices for the
       Registrant's common stock, par value $0.01 per share (the "Common Stock"),
       as reported on the Nasdaq National Market on August 23, 2000.
  
  ================================================================================
  2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           The documents containing the information specified in Items 1 and 2 of
  Part I of Form S-8 will be sent or given to plan participants as specified in
  Rule 428(b)(1) and, in accordance with the instructions to Part I, need not be
  filed with the Securities and Exchange Commission (the "Commission") as part of
  this Registration Statement.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
       Vicor Corporation (the "Company") hereby incorporates by reference the
  documents listed in (a) through (c) below, which have been previously filed with
  the Commission:
  
       (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
  December 31, 1999;
  
       (b)  The Company's Quarterly Report on Form 10-Q for the fiscal quarter
  ended March 31, 2000;
  
       (c)  The Company's Quarterly Report on Form 10-Q for the fiscal quarter
  ended June 30, 2000; and
  
       (d)  The description of the Company's Common Stock contained in its
  registration statement on Form 10, filed pursuant to Section 12(g) of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act").
  
       In addition, all documents subsequently filed with the Commission by the
  Company 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
  securities offered hereunder have been sold or which deregisters all securities
  then remaining unsold, shall be deemed to be incorporated by reference in this
  registration statement and to be a part hereof from the date of filing of such
  documents.
  
  Item 4.   DESCRIPTION OF SECURITIES.
  
       Not Applicable.
  
  Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Not Applicable.
  
  Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICER.
  
       The Company is a Delaware corporation. Reference is made to Section 145(a)
  of the Delaware General Corporation Law (the "DGCL"), which enables a
  corporation to indemnify any person who was or is a party or is threatened to be
  made a party to any threatened, pending or completed action, suit or proceeding,
  whether civil, criminal, administrative or investigative (other than an action
  by or in the right of the corporation) by reason of the fact that he or she is
  or was a director, officer, employee or agent of the corporation, or is or was
  serving at the request of the corporation as director, officer, employee or
  agent of another corporation, partnership, joint venture, trust or other
  enterprise, against expenses (including attorneys' fees), judgments, fines, and
  amounts paid in settlement actually and reasonably incurred by him or her in
  connection with such action, suit or proceeding if he or she acted in good faith
  and in a manner he or she reasonably believed to be in or not opposed to the
  best interests of the corporation, and, with respect to any criminal action or
  proceeding, had no reasonable cause to believe his or her conduct was unlawful.
  
       In addition, under Section 145(b) of the DGCL, a corporation may indemnify
  any person who was or is a party or is threatened to be made a party to any
  threatened, pending or completed action or suit by or in the right of the
  corporation to procure a judgment in its favor by reason of the fact that the
  person is or was a
  3
  
  director, officer, employee or agent of the corporation or is or was serving at
  the request of the corporation as a director, officer, employee or agent of
  another corporation, partnership, joint venture, trust or other enterprise
  against expenses (including attorneys' fees) actually and reasonably incurred by
  the person in connection with the defense or settlement of such action or suit
  if the person acted in good faith and in a manner the person reasonably believed
  to be in or not opposed to the best interests of the corporation and except that
  no indemnification shall be made in respect of any claim, issue or matter as to
  which such person shall have been adjudged to be liable to the corporation
  unless and only to the extent that the Court of Chancery or the court in which
  such action or suit was brought shall determine upon application that, despite
  the adjudication of liability but in view of all the circumstances of the case,
  such person is fairly and reasonably entitled to indemnity for such expenses
  which the Court of Chancery or such other court shall deem proper.
  
       Section 145 further provides that a Delaware corporation is required to
  indemnify a present or former director or officer against expenses (including
  attorneys' fees) actually and reasonably incurred by him in connection with any
  action, suit or proceeding or in defense of any claim, issue or matter therein
  as to which such person has been successful on the merits or otherwise; that
  indemnification provided for by Section 145 shall not be deemed exclusive of any
  other rights to which the indemnified party may be entitled; and that
  indemnification provided for by Section 145 shall, unless otherwise provided
  when authorized or ratified, continue as to a person who has ceased to be a
  director, officer, employee or agent and shall inure to the benefit of such
  person's heirs, executors and administrators. Unless ordered by a court, a
  Delaware corporation may provide indemnification only as authorized in the
  specific case upon a determination that indemnification of the director,
  officer, employee or agent is proper in the circumstances because the person has
  met the applicable standard of conduct set forth in Sections 145(a) and 145(b)
  of the DGCL. Such determination is to be made (i) by the board of directors by a
  majority vote of directors who are not parties to such action, suit or
  proceeding, (ii) by a committee of such directors designated by majority vote of
  such directors, (iii) if there are no such directors, or if such directors so
  direct, by independent legal counsel in a written opinion, or (iv) by the
  stockholders.
  
       Section 102(b)(7) of the DGCL provides that the charter of a Delaware
  corporation may contain a provision eliminating or limiting the personal
  liability of a director to the corporation or its stockholders for monetary
  damages for breach of fiduciary duty as a director provided that such provision
  shall not eliminate or limit the liability of a director (i) for any breach of a
  director's duty of loyalty to the corporation or its stockholders, (ii) for acts
  or omissions not in good faith or which involve intentional misconduct or a
  knowing violation of the law, (iii) under Section 174 of the DGCL, which
  provision imposes liability on directors for unlawful payments of dividends, or
  (iv) for any transaction from which the director derived an improper personal
  benefit. The Company's Restated Certificate of Incorporation, as amended,
  contains a provision permitted by Section 102(b)(7) of the DGCL that generally
  eliminates the personal liability of each director to the Company and its
  stockholders for monetary damages for breach of fiduciary duty, unless the
  director breached his or her duty of loyalty, failed to act in good faith,
  engaged in intentional misconduct or a knowing violation of law, paid a dividend
  or approved a stock repurchase in violation of the DGCL or for engaging in a
  transaction in which the director derived an improper personal benefit. Such
  provision does not alter a director's liability under the federal securities
  laws. In addition, such provision does not affect the availability of equitable
  remedies, such as an injunction or rescission, for breach of fiduciary duty.
  
       The By-laws of the Company provide that directors and officers of the
  Company shall be indemnified by the Company to the fullest extent authorized by
  Delaware law as in effect on the date such By-laws were adopted or as thereafter
  amended against all expenses, liabilities and losses reasonably incurred in
  connection with service for or on behalf of the Company. In general, such
  indemnification shall continue as to any person who has ceased to be a director
  or officer of the Company and shall inure to the benefit of such person's heirs,
  executors and administrators. The By-laws also provide that the right of
  directors and officers to indemnification shall be a contract right and shall
  include the right to advancement of expenses prior to the final disposition of a
  proceeding; provided, however, that such advancement may only be made upon
  delivery to the
  
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  Company of an undertaking by such director or officer to repay all amounts so
  advanced if it shall be determined by a final judicial decision from which there
  is no right to appeal that such person is not entitled to indemnification.
  
  Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not Applicable.
  
  Item 8.   EXHIBITS.
  
       The following is a complete list of exhibits filed as part of this
  Registration Statement.
  
   Exhibit
   -------
  
     5.1         Opinion of Goodwin, Procter & Hoar  LLP, as to the legality of
                 the securities being registered.
    23.1         Consent of Independent Auditors.
    23.2         Consent of Goodwin, Procter & Hoar  LLP (included in Exhibit 5.1
                 hereto).
    24.1         Powers of Attorney (included on signature page of this
                 registration statement).
    99.1         Vicor Corporation 2000 Stock Option and Incentive Plan
                 (incorporated by reference to Exhibit A to the Company's Proxy
                 Statement for use in connection with its 2000 Annual Meeting of
                 Stockholders, which was filed with the Commission on April 26,
                 2000).
  
  Item 9.   UNDERTAKINGS.
  
       (a)  The undersigned Company hereby undertakes:
  
       (1)  To file during any period in which offers or sales are being made, a
  post-effective amendment to this registration statement:
  
            (i)  To include any prospectus required by Section 10(a)(3) of the
  Securities Act;
  
            (ii) To reflect in the prospectus any facts or events arising after
  the effective date of the registration statement (or the most recent
  post-effective amendment thereof) which, individually or in the aggregate,
  represent a fundamental change in the information set forth in the registration
  statement. Notwithstanding the foregoing, any increase or decrease in volume of
  securities offered (if the total dollar value of securities offered would not
  exceed that which was registered) and any deviation from the low or high and of
  the estimated maximum offering range may be reflected in the form of prospectus
  filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
  changes in volume and price represent no more than 20 percent change in the
  maximum aggregate offering price set forth in the "Calculation of Registration
  Fee" table in the effective registration statement; and
  
            (iii) To include any material information with respect to the plan of
  distribution not previously disclosed in the registration statement or any
  material change to such information in the registration statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not apply
  if the information required to be included in a post-effective amendment by
  those paragraphs is contained in periodic reports filed with or
  
                                          3
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  furnished to the Commission by the Company pursuant to Section 13 or Section
  15(d) of the Exchange Act that are incorporated by reference 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 to be the initial bona
  fide offering thereof.
  
            (3)  To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
       (b)  The undersigned Company hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the Company's
  annual report pursuant to Section 13(a) or 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 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 Company pursuant to the foregoing provisions, or otherwise, the Company
  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 Company of expenses incurred or paid
  by a director, officer or controlling person of the Company 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
  Company 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.
  
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                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act, the Company 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 Town
  of Andover, the Commonwealth of Massachusetts, as of the 29th day of August,
  2000.
  
                                                 VICOR CORPORATION
  
                                                 By: /s/ Patrizio Vinciarelli
                                                    ------------------------------
                                                    Patrizio Vinciarelli
                                                    President and Chief Executive
                                                     Officer
  
       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
  below hereby constitutes and appoints each of Patrizio Vinciarelli and Mark A.
  Glazer acting together or singularly, his true and lawful attorney-in-fact and
  agent, with full power of substitution and resubstitution, for him in his name,
  place and stead, in any and all capacities, (i) to sign a Registration Statement
  on Form S-8 under the Securities Act relating to the shares issuable pursuant to
  the Vicor Corporation 2000 Stock Option and Incentive Plan and (ii) to sign any
  and all amendments (including post-effective amendments) to such Registration
  Statement, and (iii) to file the same, with all exhibits thereto and other
  documents in connection therewith, with the Commission under the Securities Act.
  The undersigned hereby ratifies and confirms all that such attorney-in-fact or
  his substitute may lawfully do or cause to be done by virtue hereof.
  
         Signature                      Capacity                         Date
         ---------                      --------                         ----
  
  /s/ Patrizio Vinciarelli   Chairman of the Board, President     August 29, 2000
  ------------------------   and Chief Executive Officer
  Patrizio Vinciarelli       (Principal Executive Officer)
  
                             Director                             August 29, 2000
  ------------------------
  M. Michael Ansour
  
  /s/ Estia J. Eichten       Director                             August 29, 2000
  ------------------------
  Estia J. Eichten
  
  /s/ Barry Kelleher         Director and Senior Vice             August 29, 2000
  ------------------------   President, Global Operations
  Barry Kelleher
  
  /s/ Jay M. Prager          Director and Senior Vice             August 29, 2000
  ------------------------   President, Technology
  Jay M. Prager
  
                             Director                             August 29, 2000
  ------------------------
  David T. Riddiford
  
  /s/ Mark A. Glazer         Chief Financial Officer, Treasurer   August 29, 2000
  ------------------------   and Secretary (Principal Financial
  Mark A. Glazer             and Accounting Officer)
  
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                                    EXHIBIT INDEX
  
  Exhibit No.                                  Description
  -----------                                  -----------
  
       5.1            Opinion of Goodwin, Procter & Hoar LLP as to the legality of
                      the securities being registered.
      23.1            Consent of Independent Auditors.
      23.2            Consent of Goodwin, Procter & Hoar  LLP (included in Exhibit
                      5.1 hereto).
      24.1            Powers of Attorney (included on the signature page of this
                      registration statement).
      99.1            Vicor Corporation 2000 Stock Option and Incentive Plan
                      (incorporated by reference to Exhibit A to the Company's
                      Proxy Statement for use in connection with its 2000 Annual
                      Meeting of Stockholders, which was filed with the Commission
                      on April 26, 2000).
  
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