content: <PAGE>   1
  
    As filed with the Securities and Exchange Commission on January 22, 1997
  
                                                  Registration No. 333-______
  
  --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                              Washington, D.C.  20549
  
                         ----------------------------------
  
                                      FORM S-8
  
              Registration Statement Under the Securities Act of 1933
  
  
                             STUART ENTERTAINMENT, INC
               (Exact name of registrant as specified in its charter)
  
                  Delaware                                      84-0402207      
       -------------------------------                     -------------------
       (State or other jurisdiction of                       (I.R.S. Employer
        incorporation or organization)                     Identification No.)
                                                  
  
  
  
             3211 Nebraska Avenue                     
             Council Bluffs, Iowa                                    51501   
    ----------------------------------------                      ----------
    (Address of principal executive offices)                      (Zip code)
                                                      
                                                          
   STUART ENTERTAINMENT, INC AMENDED AND RESTATED 1994 PERFORMANCE STOCK OPTION
                                       PLAN
                              (Full title of the plan)
  
                                              
                Michael A. Schalk              
               Corporate Secretary             
              3211 Nebraska Avenue             
           Council Bluffs, Iowa  51501                   (712) 323-1488       
     ---------------------------------------    ---------------------------------
     (Name and address of agent for service)    (Telephone number, including area
                                                    code, of agent for service)
                                               
  
                                     Copies to:
  
                               Warren L. Troupe, Esq.
                                     Kutak Rock
                                     Suite 2900
                                  717 17th Street
                            Denver, Colorado  80202-3329
                                   (303) 297-2400
  
                          CALCULATION OF REGISTRATION FEE
  
  
  <TABLE>
  <CAPTION>
  -----------------------------------------------------------------------------------------------------------------
                                                         Proposed maximum     Proposed maximum         Amount of
           Title of securities        Amount to be        offering price         aggregate           registration
             to be registered          registered          per unit(1)        offering price(1)           fee     
           -------------------       --------------    -------------------   ------------------      -------------
              <S>                    <C>                 <C>                  <C>                     <C>
              Common Stock,             500,000              $5.25               $2,625,000             $820.31
              $.01 par value
  </TABLE>
  ---------------
  
         (1)  Estimated solely for the purpose of calculating the registration
  fee pursuant to the Rule 457(h).
  --------------------------------------------------------------------------------
  
  THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING IN ACCORDANCE
  WITH RULE 462 UNDER THE SECURITIES ACT OF 1933.
  <PAGE>   2
        Information Required Pursuant to General Instruction E to Form S-8
  
           On May 20, 1996, the Board of Directors of the Registrant unanimously
  voted to amend its Performance Stock Option Plan (the "Plan") to increase the
  number of shares of common stock reserved for issuance under the Plan from
  2,000,000 to 2,500,000 shares.  The amendment to the Plan was submitted for
  approval and approved by the Registrant's shareholders at the Registrant's
  Annual Meeting of Shareholders held on July 17, 1996.  This Registration
  Statement of the Registrant on Form S-8 is being filed to register the
  additional 500,000 shares reserved for issuance under the Plan.
  
           The Registrant's original Registration Statement on Form S-8, which
  became effective upon filing in accordance with Rule 462 under the Securities
  Act of 1933, as amended, on March 3, 1995, File No. 33-89962, is hereby
  incorporated by reference.
  
  Exhibits:
  
  
  Exhibit Number   Description
  --------------   -----------
  
   5               Opinion of Kutak Rock
  
  23.1             Consent of Kutak Rock (included in Exhibit 5)
  
  23.2             Consent of Deloitte & Touche LLP
  
  24               Powers of Attorney, included herein at page S-2 of the
                   Registration Statement, are incorporated herein by reference  
                                                     
  <PAGE>   3
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, the Registrant certifies that it has reasonable grounds to believe
  that it meets all of the requirements for filing on Form S-8 and has duly
  caused this Registration Statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the City of Council Bluffs, State of
  Iowa, on this 20th day of January, 1997.
  
                                     STUART ENTERTAINMENT, INC
                                     
                                     
                                     
                                     BY  /s/ Timothy R. Stuart            
                                        ----------------------------------
                                              Timothy R. Stuart, President
                                     
                                     
  
  
  
                                        S-1
  <PAGE>   4
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints Timothy R. Stuart, 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 or all amendments to this Registration Statement on Form S-8 and file the
  same, with all exhibits thereto and other documents in connection therewith,
  with the Securities and Exchange Commission, granting unto such
  attorney-in-fact and agent full power and authority to do and perform each and
  every act and thing requisite and necessary to be done in and about the
  premises, to all intents and purposes and as full as they might or could do in
  person, hereby ratifying and confirming all that such attorney-in-fact and
  agent, or his substitute may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, this Registration Statement has been signed by the following persons
  in the capacities and on the date indicated.
  
  
  <TABLE>
  <CAPTION>
             Signature                          Title                                         Date
             ---------                          -----                                         ----
  <S>                                <C>                                                 <C>
   /s/ Sangwoo Ahn                   Director                                            January 20, 1997
  --------------------------------                                                                       
  Sangwoo Ahn
  
   /s/ Albert F. Barber              Vice Chairman of the Board and Chief                January 20, 1997
  --------------------------------   Executive Officer                                                   
  Albert F. Barber                                    
  
   /s/ Perry J. Lewis                Director                                            January 20, 1997
  --------------------------------                                                                       
  Perry J. Lewis
  
   /s/ Harry Poll                    Director                                            January 20, 1997
  --------------------------------                                                                       
  Harry Poll
  
   /s/ Ronald G. Rudy                Director                                            January 20, 1997
  --------------------------------                                                                       
  Ronald G. Rudy
  
   /s/ Richard D. Spizzirri          Director                                            January 20, 1997
  --------------------------------                                                                       
  Richard D. Spizzirri
  
   /s/ Ira Starr                     Director                                            January 20, 1997
  --------------------------------                                                                       
  Ira Starr
  
   /s/ Leonard A. Stuart             Chairman of the Board                               January 20, 1997
  --------------------------------                                                                       
  Leonard A. Stuart
  
   /s/ Timothy R. Stuart             President, Chief Operating Officer and              January 20, 1997
  --------------------------------   Director                                                            
  Timothy R. Stuart                          
  
  </TABLE>
  
  
  
                                        S-2
  <PAGE>   5
  <TABLE>
  <S>                                <C>                                                 <C>
   /s/ Stanley M. Taube              Director                                            January 20, 1997
  --------------------------------                                                                       
  Stanley M. Taube
  
  
   /s/ Paul C. Tunink                Vice President Finance, Treasurer and Chief         January 20, 1997
  --------------------------------   Financial Officer
  Paul C. Tunink                     
  </TABLE>
  
  
  
  
  
                                        S-3
  <PAGE>   6
                                   EXHIBIT INDEX
  
  
  
  <TABLE>
  <CAPTION>
  Exhibit
  Number           Description
  ------           -----------
  <S>              <C>
  5                Opinion of Kutak Rock
  
  23.1             Consent of Kutak Rock (included in Exhibit 5)
  
  23.2             Consent of Deloitte & Touche LLP
  
  24               Powers of Attorney, included at page S-2 of
                   the Registration Statement, are incorporated herein
                   by reference
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "STUART ENTERTAINMENT, INC. FORM S-8", "secsgml_size_bytes": 10710}]
metadata_filer: {"company-data": {"conformed-name": "STUART ENTERTAINMENT INC", "cik": "0000355142", "assigned-sic": "3944", "irs-number": "840402207", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20151", "film-number": "97508762"}, "business-address": {"street1": "3211 NEBRASKA AVENUE", "city": "COUNCIL BLUFFS", "state": "IA", "zip": "51501", "phone": "7123231488"}, "mail-address": {"street1": "3211 NEBRASKA AVENUE", "city": "COUNCIL BLUFFS", "state": "IA", "zip": "51501"}, "former-company": {"former-conformed-name": "BINGO KING CO INC", "date-changed": "19910725"}}
text: 1
  
    As filed with the Securities and Exchange Commission on January 22, 1997
  
                                                  Registration No. 333-______
  
  --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                              Washington, D.C.  20549
  
                         ----------------------------------
  
                                      FORM S-8
  
              Registration Statement Under the Securities Act of 1933
  
                             STUART ENTERTAINMENT, INC
               (Exact name of registrant as specified in its charter)
  
                  Delaware                                      84-0402207      
       -------------------------------                     -------------------
       (State or other jurisdiction of                       (I.R.S. Employer
        incorporation or organization)                     Identification No.)
                                                  
  
             3211 Nebraska Avenue                     
             Council Bluffs, Iowa                                    51501   
    ----------------------------------------                      ----------
    (Address of principal executive offices)                      (Zip code)
                                                      
                                                          
   STUART ENTERTAINMENT, INC AMENDED AND RESTATED 1994 PERFORMANCE STOCK OPTION
                                       PLAN
                              (Full title of the plan)
  
                                              
                Michael A. Schalk              
               Corporate Secretary             
              3211 Nebraska Avenue             
           Council Bluffs, Iowa  51501                   (712) 323-1488       
     ---------------------------------------    ---------------------------------
     (Name and address of agent for service)    (Telephone number, including area
                                                    code, of agent for service)
                                               
  
                                     Copies to:
  
                               Warren L. Troupe, Esq.
                                     Kutak Rock
                                     Suite 2900
                                  717 17th Street
                            Denver, Colorado  80202-3329
                                   (303) 297-2400
  
                          CALCULATION OF REGISTRATION FEE
  -----------------------------------------------------------------------------------------------------------------
                                                         Proposed maximum     Proposed maximum         Amount of
           Title of securities        Amount to be        offering price         aggregate           registration
             to be registered          registered          per unit(1)        offering price(1)           fee     
           -------------------       --------------    -------------------   ------------------      -------------
  Common Stock,             500,000              $5.25               $2,625,000             $820.31
              $.01 par value
  ---------------
  
         (1)  Estimated solely for the purpose of calculating the registration
  fee pursuant to the Rule 457(h).
  --------------------------------------------------------------------------------
  
  THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING IN ACCORDANCE
  WITH RULE 462 UNDER THE SECURITIES ACT OF 1933.
  2
        Information Required Pursuant to General Instruction E to Form S-8
  
           On May 20, 1996, the Board of Directors of the Registrant unanimously
  voted to amend its Performance Stock Option Plan (the "Plan") to increase the
  number of shares of common stock reserved for issuance under the Plan from
  2,000,000 to 2,500,000 shares.  The amendment to the Plan was submitted for
  approval and approved by the Registrant's shareholders at the Registrant's
  Annual Meeting of Shareholders held on July 17, 1996.  This Registration
  Statement of the Registrant on Form S-8 is being filed to register the
  additional 500,000 shares reserved for issuance under the Plan.
  
           The Registrant's original Registration Statement on Form S-8, which
  became effective upon filing in accordance with Rule 462 under the Securities
  Act of 1933, as amended, on March 3, 1995, File No. 33-89962, is hereby
  incorporated by reference.
  
  Exhibits:
  
  Exhibit Number   Description
  --------------   -----------
  
   5               Opinion of Kutak Rock
  
  23.1             Consent of Kutak Rock (included in Exhibit 5)
  
  23.2             Consent of Deloitte & Touche LLP
  
  24               Powers of Attorney, included herein at page S-2 of the
                   Registration Statement, are incorporated herein by reference
  3
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, the Registrant certifies that it has reasonable grounds to believe
  that it meets all of the requirements for filing on Form S-8 and has duly
  caused this Registration Statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the City of Council Bluffs, State of
  Iowa, on this 20th day of January, 1997.
  
                                     STUART ENTERTAINMENT, INC
                                     
                                     
                                     
                                     BY  /s/ Timothy R. Stuart            
                                        ----------------------------------
                                              Timothy R. Stuart, President
                                     
                                     
  
                                        S-1
  4
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints Timothy R. Stuart, 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 or all amendments to this Registration Statement on Form S-8 and file the
  same, with all exhibits thereto and other documents in connection therewith,
  with the Securities and Exchange Commission, granting unto such
  attorney-in-fact and agent full power and authority to do and perform each and
  every act and thing requisite and necessary to be done in and about the
  premises, to all intents and purposes and as full as they might or could do in
  person, hereby ratifying and confirming all that such attorney-in-fact and
  agent, or his substitute may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, this Registration Statement has been signed by the following persons
  in the capacities and on the date indicated.
  Signature                          Title                                         Date
             ---------                          -----                                         ----
  /s/ Sangwoo Ahn                   Director                                            January 20, 1997
  --------------------------------                                                                       
  Sangwoo Ahn
  
   /s/ Albert F. Barber              Vice Chairman of the Board and Chief                January 20, 1997
  --------------------------------   Executive Officer                                                   
  Albert F. Barber                                    
  
   /s/ Perry J. Lewis                Director                                            January 20, 1997
  --------------------------------                                                                       
  Perry J. Lewis
  
   /s/ Harry Poll                    Director                                            January 20, 1997
  --------------------------------                                                                       
  Harry Poll
  
   /s/ Ronald G. Rudy                Director                                            January 20, 1997
  --------------------------------                                                                       
  Ronald G. Rudy
  
   /s/ Richard D. Spizzirri          Director                                            January 20, 1997
  --------------------------------                                                                       
  Richard D. Spizzirri
  
   /s/ Ira Starr                     Director                                            January 20, 1997
  --------------------------------                                                                       
  Ira Starr
  
   /s/ Leonard A. Stuart             Chairman of the Board                               January 20, 1997
  --------------------------------                                                                       
  Leonard A. Stuart
  
   /s/ Timothy R. Stuart             President, Chief Operating Officer and              January 20, 1997
  --------------------------------   Director                                                            
  Timothy R. Stuart
  S-2
  5
  /s/ Stanley M. Taube              Director                                            January 20, 1997
  --------------------------------                                                                       
  Stanley M. Taube
  
   /s/ Paul C. Tunink                Vice President Finance, Treasurer and Chief         January 20, 1997
  --------------------------------   Financial Officer
  Paul C. Tunink
  S-3
  6
                                   EXHIBIT INDEX
  Exhibit
  Number           Description
  ------           -----------
  5                Opinion of Kutak Rock
  
  23.1             Consent of Kutak Rock (included in Exhibit 5)
  
  23.2             Consent of Deloitte & Touche LLP
  
  24               Powers of Attorney, included at page S-2 of
                   the Registration Statement, are incorporated herein
                   by reference