content: <PAGE>   1
  
  
  
  
  
                                                         Registration No. 333-____
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
                           MULTIMEDIA ACCESS CORPORATION
                          (Name of issuer in its charter)
  
                    ----------------------------------------
  
             Delaware                                      75-2528700
             --------                                      ----------
      (State or Other Jurisdiction                        (IRS Employer
  of Incorporation or Organization)                     Identification Number)
  
             2665 VILLA CREEK DRIVE, SUITE 200, DALLAS, TEXAS     75234
                                    214-488-7200
  
                   (Address of principal executive offices and
                     place of business and telephone number)
  
                    ----------------------------------------
  
                           MULTIMEDIA ACCESS CORPORATION
                            EMPLOYEE STOCK PURCHASE PLAN
  
                                   GLENN A. NOREM
                              CHIEF EXECUTIVE OFFICER
                           MULTIMEDIA ACCESS CORPORATION
             2665 VILLA CREEK DRIVE, SUITE 200, DALLAS, TEXAS     75234
                                    214-488-7200
  
             (Name, address and telephone number of agent for service)
  
                    ----------------------------------------
  
                                     Copies to:
  
                              John S. Stoppelman, Esq.
                           The Stoppelman Law Firm, P.C.
                          1749 Old Meadow Road, Suite 610
                            McLean, Virginia  22102-4310
                             Telephone:  (703) 827-7450
                             Telecopier: (703) 827-7455      
  
                    ----------------------------------------
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ==========================================================================================================================
           Title of each class  of                                 Maximum              Maximum             Amount of
              securities to be              Amount to be        offering price          aggregate         registration
                registered                   registered            per Share          offering price          fee
  --------------------------------------------------------------------------------------------------------------------------
  <S>                                     <C>                     <C>                 <C>                    <C>
  Common Stock                            250,000 (a)             $3.4375(b)          $859,375(b)            $260(b)
  ==========================================================================================================================
  </TABLE>
  
  (a)        If, prior to the completion of the distribution of the Common Stock
             covered by this registration statement, additional shares of such
             Common Stock are issued or issuable as a result of a stock split or
             stock dividend, this registration statement shall be deemed to cover
             such additional shares resulting from the stock split or stock
             dividend pursuant to Rule 416.
  
  (b)        The price per share was estimated in accordance with Rule 457 (c)
             and (h) for purposes of calculating the registration fee based upon
             the average of the high and the low sales prices of the Registrant's
             Common Stock on May 19, 1998, as reported on the Nasdaq SmallCap
             Market.
  <PAGE>   2
  
                                      Part II
  
                Information Required in the Registration Statement
  
  Item 3           Incorporation of Documents by Reference.
  
  The following documents filed by the Company with the Commission are
  incorporated herein by reference.
  
       (a)    The Company's Annual Report on Form 10-KSB for the fiscal year
  ended December 31, 1997 (File No. 0-29020) is hereby incorporated herein by
  reference.
  
       (b)    The description of the Company's Common Stock as contained in the
  Company's Registration Statement on Form SB-2 dated February 4, 1997
  
       All reports and other documents filed by the Company pursuant to Section
  13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended
  (the "Securities Act"), subsequent to the date of this Registration Statement
  and prior to the termination of the offering made by the Registration Statement
  shall be deemed to be incorporated by reference herein.  Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein 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 which also is incorporated or deemed to
  be incorporated by reference herein 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 5.          Interests of Named Experts and Counsel.
  
  The Stoppelman Law Firm, P.C., counsel to the Company, owns 26,666 shares of
  Common Stock of the Company, or less than one percent (1.0%) of the shares
  outstanding.
  
  
  
  Item 6.          Indemnification of Directors and Officers
  
       Articles Seven and Ten of the Company's Certificate of Incorporation,
  contain the following provisions with respect to indemnification of Directors
  and Officers:
  
       SEVENTH.  The Corporation shall, to the fullest extent permitted by
  Section 145 of the General Corporation Law of the State of Delaware, as the
  same may be amended and supplemented, indemnify any and all persons whom it
  shall have power to indemnify under said section from and against any and all
  of the expenses, liabilities or other matters referred to in or covered by said
  section, and the indemnification provided for herein shall not be deemed
  exclusive of any other rights to which those indemnified may be entitled under
  any By-Law, agreement, vote of stockholders or disinterested Directors or
  otherwise, both as to action in his official capacity and as to action in
  another capacity while holding such office, and shall continue as to a person
  who has ceased to be director, officer, employee or agent and shall inure to
  the benefit of the heirs, executors and administrators of such a person.
  
       TENTH.  To the fullest extent permitted by Delaware General Corporation
  Law, a director of the Corporation shall not be personally liable to the
  Corporation or its stockholders for monetary damages for breach of fiduciary
  duty as a director.  Neither any amendment nor repeal of this Article, nor the
  adopting of any provision of this Certificate of Incorporation inconsistent
  with this Article shall eliminate or reduce the effect of this Article in
  respect of any matter occurring, or any cause of action, suit or claim that,
  but
  <PAGE>   3
  for this Article would accrue or arise, prior to such amendment, repeal or
  adoption of an inconsistent provision.
  
       Section 145 of the General Corporation Law of the State of Delaware
  contains provisions entitling directors and officers of the Company to
  indemnification from judgments, fines, amounts paid in settlement and
  reasonable expenses, including attorney's fees, as the result of an action or
  proceeding in which they may be involved by reason of being or having been a
  director or officer of the Company provided said officers or directors acted in
  good faith.
  
       The Company has also entered into indemnification agreements with Messrs.
  Norem, Leftwich, Colquhoun, Stoner, Oakes, Jobe, Culp, Johnson, Sterling and
  Bernardi which provide for the indemnification of said officers and directors
  (former directors in the case of Messrs. Sterling, Bernardi and Oakes) to the
  fullest extent allowable under the laws of the State of Delaware.
  
  
  
  Item 8.          Exhibits.
  
  <TABLE>
  <CAPTION>
  Exhibit
  Number
  ------
     <S>           <C>                                     
      5            Opinion of The Stoppelman Law Firm, P.C.
  
     10            Employee Stock Purchase Plan (1)
  
     23            Consent of Ernst & Young LLP
  
     23a           Consent of The Stoppelman Law Firm, P.C. (contained in 
                   opinion filed as Exhibit 5).
  
     24            Powers of Attorney.
  </TABLE>
  
              (1)  Incorporated by reference to the Registration Statement on
                   Form SB-2 and all amendments thereto as declared effective on
                   February 4, 1997.
  
  
  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 to: (i) Include any prospectus
                        required by Section 10(a)(3) of the Securities Act; (ii)
                        Reflect in the prospectus any facts or events which,
                        individually or together, represent a fundamental change
                        in the information in the registration statement and;
                        (iii) Include any additional or changed material
                        information on the plan of distribution.
  
                   (2)  For determining liability under the Securities Act, 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)  File a post-effective amendment to remove from
                        registration any of the securities that remain unsold at
                        the end of the offering.
  
       (b)         Insofar as indemnification for liabilities arising under the
                   Securities Act of 1933 (the "Securities Act") may be permitted
                   to directors, officers and controlling persons of the
  <PAGE>   4
                   small business issuer pursuant to the foregoing provisions, or
                   otherwise, the small business issuer has been advised that in
                   the opinion of the Securities and Exchange Commission such
                   indemnification is against public policy as expressed in the
                   Securities Act and is, therefore, unenforceable.
  
                   In the event that a claim for indemnification against such
                   liabilities (other than the payment by the registrant of
                   expenses incurred or paid by a director, 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 or appropriate
                   jurisdiction the question whether such indemnification by it
                   is against public policy as expressed in the Securities Act
                   and will be governed by the final adjudication of such issue.
  <PAGE>   5
  
  
                                     SIGNATURES
  
   Pursuant to the requirements of the Securities Act, 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 thereto to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas and State of Texas, on the 19th day of May
  1998
  
                                          Multimedia Access Corporation
  
                                          By: /s/ William S. Leftwich
                                              -----------------------------------
                                              William S. Leftwich 
                                              Chief Financial Officer
  
    KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below
  constitutes and appoints William S.  Leftwich, his true and lawful
  attorney-in-fact and agent, with full power of substitution and resubstitution,
  for him and in his name, place and stead, in any and all capacities, to sign
  any and all amendments (including post-effective amendments) to this
  registration statement, and to file the same, with all exhibits thereto and
  other documents in connection therewith, with the Securities and Exchange
  Commission, granting unto said attorney-in-fact and agent, full power and
  authority to do and perform each and every act and thing requisite or necessary
  to be done in and about the premises, as full to all intents and purposes as he
  might or could do in person, hereby ratifying and confirming all that said
  attorney-in-fact and agent or either of them or their or his substitute or
  substitutes, may lawfully do or cause to be done by virtue hereof.
  
    Pursuant to the requirements of the Securities Act, this registration
  statement or amendment thereto has been signed below by the following persons
  in the capacities and on the date indicated.
  
  <TABLE>
  <CAPTION>
  SIGNATURE                                  TITLE                    DATE
  ---------                                  -----                    ----
  <S>                                   <C>                           <C>    
                                        Chief Executive Officer
  /s/  Glenn A. Norem                   and Director                  May 19, 1998
  ------------------------------                                                  
  Glenn A. Norem
  
  
  /s/ William S. Leftwich               Chief Financial Officer       May 19, 1998
  ------------------------------                                                  
  William S. Leftwich
  
  
  /s/ William D. Jobe                   Director                      May 19, 1998
  ------------------------------                                                  
  William D. Jobe
  
  
  /s/ Joe C. Culp                       Director                      May 19, 1998
  ------------------------------                                                  
  Joe C. Culp
  
  
  /s/ William E. Johnson                Director                      May 19, 1998
  ------------------------------                                                  
  William E. Johnson
  </TABLE>
  
  <PAGE>   6
                                 Index of Exhibits
  
  
  <TABLE>
  <CAPTION>
  Exhibit
  Number
  ------
     <S>           <C>
      5            Opinion of The Stoppelman Law Firm, P.C.
  
     10            Employee Stock Purchase Plan (1)
  
     23            Consent of Ernst & Young LLP
  
     23a           Consent of The Stoppelman Law Firm, P.C. (included in Exhibit 5).
  
     24            Powers of Attorney (included on signature page).
  </TABLE>
  
  
  (1)     Incorporated by reference to the Registration Statement on Form SB-2
          and all amendments thereto as declared effective on February 4, 1997.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15637}]
metadata_filer: {"company-data": {"conformed-name": "MULTIMEDIA ACCESS CORP", "cik": "0000921313", "assigned-sic": "3663", "irs-number": "752528700", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53159", "film-number": "98629060"}, "business-address": {"street1": "2665 VILLA CREEK DR", "street2": "STE 200", "city": "DALLAS", "state": "TX", "zip": "75234"}, "mail-address": {"street1": "2665 VILLA CREEK DR", "city": "DALLAS", "state": "TX", "zip": "75234"}}
text: 1
  
                                                         Registration No. 333-____
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
                           MULTIMEDIA ACCESS CORPORATION
                          (Name of issuer in its charter)
  
                    ----------------------------------------
  
             Delaware                                      75-2528700
             --------                                      ----------
      (State or Other Jurisdiction                        (IRS Employer
  of Incorporation or Organization)                     Identification Number)
  
             2665 VILLA CREEK DRIVE, SUITE 200, DALLAS, TEXAS     75234
                                    214-488-7200
  
                   (Address of principal executive offices and
                     place of business and telephone number)
  
                    ----------------------------------------
  
                           MULTIMEDIA ACCESS CORPORATION
                            EMPLOYEE STOCK PURCHASE PLAN
  
                                   GLENN A. NOREM
                              CHIEF EXECUTIVE OFFICER
                           MULTIMEDIA ACCESS CORPORATION
             2665 VILLA CREEK DRIVE, SUITE 200, DALLAS, TEXAS     75234
                                    214-488-7200
  
             (Name, address and telephone number of agent for service)
  
                    ----------------------------------------
  
                                     Copies to:
  
                              John S. Stoppelman, Esq.
                           The Stoppelman Law Firm, P.C.
                          1749 Old Meadow Road, Suite 610
                            McLean, Virginia  22102-4310
                             Telephone:  (703) 827-7450
                             Telecopier: (703) 827-7455      
  
                    ----------------------------------------
  
                          CALCULATION OF REGISTRATION FEE
  ==========================================================================================================================
           Title of each class  of                                 Maximum              Maximum             Amount of
              securities to be              Amount to be        offering price          aggregate         registration
                registered                   registered            per Share          offering price          fee
  --------------------------------------------------------------------------------------------------------------------------
  Common Stock                            250,000 (a)             $3.4375(b)          $859,375(b)            $260(b)
  ==========================================================================================================================
  (a)        If, prior to the completion of the distribution of the Common Stock
             covered by this registration statement, additional shares of such
             Common Stock are issued or issuable as a result of a stock split or
             stock dividend, this registration statement shall be deemed to cover
             such additional shares resulting from the stock split or stock
             dividend pursuant to Rule 416.
  
  (b)        The price per share was estimated in accordance with Rule 457 (c)
             and (h) for purposes of calculating the registration fee based upon
             the average of the high and the low sales prices of the Registrant's
             Common Stock on May 19, 1998, as reported on the Nasdaq SmallCap
             Market.
  2
  
                                      Part II
  
                Information Required in the Registration Statement
  
  Item 3           Incorporation of Documents by Reference.
  
  The following documents filed by the Company with the Commission are
  incorporated herein by reference.
  
       (a)    The Company's Annual Report on Form 10-KSB for the fiscal year
  ended December 31, 1997 (File No. 0-29020) is hereby incorporated herein by
  reference.
  
       (b)    The description of the Company's Common Stock as contained in the
  Company's Registration Statement on Form SB-2 dated February 4, 1997
  
       All reports and other documents filed by the Company pursuant to Section
  13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended
  (the "Securities Act"), subsequent to the date of this Registration Statement
  and prior to the termination of the offering made by the Registration Statement
  shall be deemed to be incorporated by reference herein.  Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein 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 which also is incorporated or deemed to
  be incorporated by reference herein 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 5.          Interests of Named Experts and Counsel.
  
  The Stoppelman Law Firm, P.C., counsel to the Company, owns 26,666 shares of
  Common Stock of the Company, or less than one percent (1.0%) of the shares
  outstanding.
  
  Item 6.          Indemnification of Directors and Officers
  
       Articles Seven and Ten of the Company's Certificate of Incorporation,
  contain the following provisions with respect to indemnification of Directors
  and Officers:
  
       SEVENTH.  The Corporation shall, to the fullest extent permitted by
  Section 145 of the General Corporation Law of the State of Delaware, as the
  same may be amended and supplemented, indemnify any and all persons whom it
  shall have power to indemnify under said section from and against any and all
  of the expenses, liabilities or other matters referred to in or covered by said
  section, and the indemnification provided for herein shall not be deemed
  exclusive of any other rights to which those indemnified may be entitled under
  any By-Law, agreement, vote of stockholders or disinterested Directors or
  otherwise, both as to action in his official capacity and as to action in
  another capacity while holding such office, and shall continue as to a person
  who has ceased to be director, officer, employee or agent and shall inure to
  the benefit of the heirs, executors and administrators of such a person.
  
       TENTH.  To the fullest extent permitted by Delaware General Corporation
  Law, a director of the Corporation shall not be personally liable to the
  Corporation or its stockholders for monetary damages for breach of fiduciary
  duty as a director.  Neither any amendment nor repeal of this Article, nor the
  adopting of any provision of this Certificate of Incorporation inconsistent
  with this Article shall eliminate or reduce the effect of this Article in
  respect of any matter occurring, or any cause of action, suit or claim that,
  but
  3
  for this Article would accrue or arise, prior to such amendment, repeal or
  adoption of an inconsistent provision.
  
       Section 145 of the General Corporation Law of the State of Delaware
  contains provisions entitling directors and officers of the Company to
  indemnification from judgments, fines, amounts paid in settlement and
  reasonable expenses, including attorney's fees, as the result of an action or
  proceeding in which they may be involved by reason of being or having been a
  director or officer of the Company provided said officers or directors acted in
  good faith.
  
       The Company has also entered into indemnification agreements with Messrs.
  Norem, Leftwich, Colquhoun, Stoner, Oakes, Jobe, Culp, Johnson, Sterling and
  Bernardi which provide for the indemnification of said officers and directors
  (former directors in the case of Messrs. Sterling, Bernardi and Oakes) to the
  fullest extent allowable under the laws of the State of Delaware.
  
  Item 8.          Exhibits.
  Exhibit
  Number
  ------
  5            Opinion of The Stoppelman Law Firm, P.C.
  
     10            Employee Stock Purchase Plan (1)
  
     23            Consent of Ernst & Young LLP
  
     23a           Consent of The Stoppelman Law Firm, P.C. (contained in 
                   opinion filed as Exhibit 5).
  
     24            Powers of Attorney.
  (1)  Incorporated by reference to the Registration Statement on
                   Form SB-2 and all amendments thereto as declared effective on
                   February 4, 1997.
  
  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 to: (i) Include any prospectus
                        required by Section 10(a)(3) of the Securities Act; (ii)
                        Reflect in the prospectus any facts or events which,
                        individually or together, represent a fundamental change
                        in the information in the registration statement and;
                        (iii) Include any additional or changed material
                        information on the plan of distribution.
  
                   (2)  For determining liability under the Securities Act, 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)  File a post-effective amendment to remove from
                        registration any of the securities that remain unsold at
                        the end of the offering.
  
       (b)         Insofar as indemnification for liabilities arising under the
                   Securities Act of 1933 (the "Securities Act") may be permitted
                   to directors, officers and controlling persons of the
  4
                   small business issuer pursuant to the foregoing provisions, or
                   otherwise, the small business issuer has been advised that in
                   the opinion of the Securities and Exchange Commission such
                   indemnification is against public policy as expressed in the
                   Securities Act and is, therefore, unenforceable.
  
                   In the event that a claim for indemnification against such
                   liabilities (other than the payment by the registrant of
                   expenses incurred or paid by a director, 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 or appropriate
                   jurisdiction the question whether such indemnification by it
                   is against public policy as expressed in the Securities Act
                   and will be governed by the final adjudication of such issue.
  5
  
                                     SIGNATURES
  
   Pursuant to the requirements of the Securities Act, 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 thereto to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas and State of Texas, on the 19th day of May
  1998
  
                                          Multimedia Access Corporation
  
                                          By: /s/ William S. Leftwich
                                              -----------------------------------
                                              William S. Leftwich 
                                              Chief Financial Officer
  
    KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below
  constitutes and appoints William S.  Leftwich, his true and lawful
  attorney-in-fact and agent, with full power of substitution and resubstitution,
  for him and in his name, place and stead, in any and all capacities, to sign
  any and all amendments (including post-effective amendments) to this
  registration statement, and to file the same, with all exhibits thereto and
  other documents in connection therewith, with the Securities and Exchange
  Commission, granting unto said attorney-in-fact and agent, full power and
  authority to do and perform each and every act and thing requisite or necessary
  to be done in and about the premises, as full to all intents and purposes as he
  might or could do in person, hereby ratifying and confirming all that said
  attorney-in-fact and agent or either of them or their or his substitute or
  substitutes, may lawfully do or cause to be done by virtue hereof.
  
    Pursuant to the requirements of the Securities Act, this registration
  statement or amendment thereto has been signed below by the following persons
  in the capacities and on the date indicated.
  SIGNATURE                                  TITLE                    DATE
  ---------                                  -----                    ----
  Chief Executive Officer
  /s/  Glenn A. Norem                   and Director                  May 19, 1998
  ------------------------------                                                  
  Glenn A. Norem
  
  /s/ William S. Leftwich               Chief Financial Officer       May 19, 1998
  ------------------------------                                                  
  William S. Leftwich
  
  /s/ William D. Jobe                   Director                      May 19, 1998
  ------------------------------                                                  
  William D. Jobe
  
  /s/ Joe C. Culp                       Director                      May 19, 1998
  ------------------------------                                                  
  Joe C. Culp
  
  /s/ William E. Johnson                Director                      May 19, 1998
  ------------------------------                                                  
  William E. Johnson
  6
                                 Index of Exhibits
  Exhibit
  Number
  ------
  5            Opinion of The Stoppelman Law Firm, P.C.
  
     10            Employee Stock Purchase Plan (1)
  
     23            Consent of Ernst & Young LLP
  
     23a           Consent of The Stoppelman Law Firm, P.C. (included in Exhibit 5).
  
     24            Powers of Attorney (included on signature page).
  (1)     Incorporated by reference to the Registration Statement on Form SB-2
          and all amendments thereto as declared effective on February 4, 1997.