content: <PAGE>   1
        As filed with the Securities and Exchange Commission on June 4, 1998
                                                             Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                -------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
  
                                -------------------
  
  
  
                               SPATIAL TECHNOLOGY INC.
               ------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
                                -------------------
  
             Delaware                                       84-1035353
      ------------------------             ------------------------------------
      (State of Incorporation)             (I.R.S. Employer Identification No.)
  
                                -------------------
  
                             2425 55th Street, Suite 100
                               Boulder, Colorado 80301
                                   (303) 449-0649
  
                                -------------------
  
                      (Address of principal executive offices)
  
                                -------------------
  
                             1996 Equity Incentive Plan
                            Employee Stock Purchase Plan
  
  
                      ----------------------------------------
                              (Full title of the plans)
  
                                   R. Bruce Morgan
                        President and Chief Operating Officer
                               Spatial Technology Inc.
                             2425 55th Street, Suite 100
                               Boulder, Colorado 80301
                                   (303) 449-0649
  
  
      ------------------------------------------------------------------------
      (Name, address, including zip code, and telephone number, including area
                             code, of agent for service)
  
  
                                -------------------
  
                                     Copies to:
                               Michael L. Platt, Esq.
                                 Cooley Godward LLP
                          2595 Canyon Boulevard, Suite 250
                            Boulder, Colorado 80302-6737
                                   (303) 546-4000
  
                                 -------------------
  
  <PAGE>   2
  
  
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ================================================================================================================================
                                                        PROPOSED MAXIMUM        PROPOSED MAXIMUM
   TITLE OF SECURITIES TO                              OFFERING PRICE PER      AGGREGATE OFFERING 
        BE REGISTERED            AMOUNT TO BE              SHARE(2)                 PRICE(2)                 AMOUNT OF
                                REGISTERED(1)                                                            REGISTRATION FEE
  --------------------------------------------------------------------------------------------------------------------------------
  <S>                              <C>                     <C>                     <C>                       <C>        
  Stock Options and Common
  Stock (par value $.01)           200,000                 $ 2.25                  $ 450,000                  $ 295.00 
  ================================================================================================================================
  </TABLE>
  
  
  ================================================================================
  (1)       Comprised of 125,000 and 75,000 shares of Common Stock to be
            registered under the 1996 Equity Incentive Plan, as amended, and the
            Employee Stock Purchase Plan, as amended, respectively.
  
  (2)       Estimated solely for the purpose of calculating the amount of the
            registration fee pursuant to Rule 457(h). The price per share and
            aggregate offering price are based upon the average of the high and
            low price of Registrant's Common Stock within the five business days
            prior to June 4, 1998 as reported on the American Stock Exchange for
            shares subject to options to be granted under the 1996 Equity
            Incentive Plan, as amended, and the Employee Stock Purchase Plan, as
            amended. In addition, pursuant to Rule 416(c) under the Securities Act
            of 1933, this registration statement also covers an indeterminate
            amount of interests to be offered or sold pursuant to the employee
            benefit plans described herein.
  ================================================================================
  
  
  
                                         2.
  
  <PAGE>   3
  
  
  
                      INCORPORATION BY REFERENCE OF CONTENTS OF
                  REGISTRATION STATEMENT ON FORM S-8 NO. 333-14429
  
  
            The following documents filed by Spatial Technology Inc., a Delaware
  corporation (the "Company" or the "Registrant") with the Securities and Exchange
  Commission (the "Commission") are incorporated by reference into this
  Registration Statement:
  
            (a) The contents of Registration Statement on Form S-8 No. 333-14429
  filed with the Securities and Exchange Commission on October 18, 1996;
  
            (b) The Company's Annual Report on Form 10-K for the fiscal year ended
  December 31, 1997;
  
            (c) All reports and other documents subsequently filed by the Company
  pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act
  of 1934, as amended (the "Exchange Act") prior to the filing of a post effective
  amendment which indicates that all securities offered have been sold or which
  deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference herein and to be a part of this registration statement
  from the date of the filing of such reports and documents.
  
                       INTERESTS OF NAMED EXPERTS AND COUNSEL
  
            The validity of the issuance of the Common Stock offered pursuant to
  the 1996 Equity Incentive Plan, as amended and the Employee Stock Purchase Plan,
  as amended will be passed upon for the Company by Cooley Godward LLP.
  
  
                                      EXHIBITS
  
  <TABLE>
  <CAPTION>
  EXHIBIT
  NUMBER
  ------
  <S>       <C>
  5         Opinion of Cooley Godward LLP.
  
  23.1      Consent of KPMG Peat Marwick LLP.
  
  23.2      Consent of Cooley Godward LLP is contained in Exhibit 5 to this
            Registration Statement.
  
  24        Power of Attorney is contained on the signature pages.
  
  99.1*     1996 Equity Incentive Plan, as amended as of March 31, 1998.
  
  99.2*     Employee Stock Purchase Plan, as amended as of March 31, 1998.
  </TABLE>
  
  
  ----------
  * Incorporated by reference to the Issuer's Definitive Proxy on Schedule 14A,
  dated April 9, 1998.
  
  
  
  
                                         3.
  <PAGE>   4
  
  
  
                                     SIGNATURES
  
  
            Pursuant to the requirements of the Securities Act of 1933, as
  amended, the Registrant certifies that it has reasonable grounds to believe that
  it meets all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Boulder, State of Colorado, on June 4, 1998.
  
                                     SPATIAL TECHNOLOGY INC.
  
  
                                     By: /s/ R. Bruce Morgan
                                         -------------------------------------
                                         R. Bruce Morgan 
                                         President and Chief Operating Officer
  
  
  
                                  POWER OF ATTORNEY
  
            KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints R. Bruce Morgan and Richard M. Sowar, and
  each or any one of them, 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 attorneys-in-fact and
  agents, and each of them, full power and authority to do and perform each and
  every act and thing requisite and necessary to be done in connection therewith,
  as fully to all intents and purposes as he might or could do in person, hereby
  ratifying and confirming all that said attorneys-in-fact and agents, or any of
  them, or their or his substitutes or substitute, may lawfully do or cause to be
  done by virtue hereof.
  
            Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
  SIGNATURE                             TITLE                                       DATE
  ---------                             -----                                       ----
  
  <S>                                   <C>                                         <C>
  /s/ Richard M. Sowar                  Chief Executive Officer and Director        June 4, 1998
  ----------------------------------    (Principal Executive Officer)
  Richard M. Sowar
  
  
                                        President, Chief Operating Officer
  /s/ R. Bruce Morgan                   and Director (Principal Financial and       June 4, 1998
  ----------------------------------    Accounting Officer)
  R. Bruce Morgan
  
  
  /s/ Fred F. Nazem                     Chairman of the Board of Directors          June 4, 1998
  ----------------------------------
  Fred F. Nazem
  
  
  /s/ Philip E. Barak                   Director                                    June 4, 1998
  ----------------------------------
  Philip E. Barak
  
  
  /s/ H. Robert Gill                    Director                                    June 4, 1998
  ----------------------------------
  H. Robert Gill
  
  
  /s/ M. Thomas Hull                    Director                                    June 4, 1998
  ----------------------------------
  M. Thomas Hull
  </TABLE>
  
  
  
                                         4.
  
  <PAGE>   5
  
  
  
  EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  EXHIBIT
  NUMBER         DESCRIPTION                                                      SEQUENTIAL PAGE NUMBER
  -------        -----------                                                      ----------------------
  <S>       <C>                                                                             <C>
   5        Opinion of Cooley Godward LLP                                                   6
  
  23.1      Consent of KPMG Peat Marwick LLP                                                7
  
  23.2      Consent of Cooley Godward LLP is contained in Exhibit 5 to this                 6
            Registration Statement
  
  24        Power of Attorney is contained on the signature pages.                          4
  
  99.1*     1996 Equity Incentive Plan, as amended 
  
  99.2*     Employee Stock Purchase Plan, as amended.
  </TABLE>
  
  
  ----------
  * Incorporated by reference to the Issuer's Definitive Proxy on Schedule 14A,
    dated April 9, 1998.
  
  
  
  
  
                                         5.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 11696}]
metadata_filer: {"company-data": {"conformed-name": "SPATIAL TECHNOLOGY INC", "cik": "0000852437", "assigned-sic": "7372", "irs-number": "841035353", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56079", "film-number": "98642659"}, "business-address": {"street1": "2425 55TH STREET", "street2": "STE 100", "city": "BOULDER", "state": "CO", "zip": "803012", "phone": "3034490649"}, "mail-address": {"street1": "2425 55TH STREET", "street2": "STE 100", "city": "BOULDER", "state": "CO", "zip": "80301"}}
text: 1
        As filed with the Securities and Exchange Commission on June 4, 1998
                                                             Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                -------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                -------------------
  
                               SPATIAL TECHNOLOGY INC.
               ------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
                                -------------------
  
             Delaware                                       84-1035353
      ------------------------             ------------------------------------
      (State of Incorporation)             (I.R.S. Employer Identification No.)
  
                                -------------------
  
                             2425 55th Street, Suite 100
                               Boulder, Colorado 80301
                                   (303) 449-0649
  
                                -------------------
  
                      (Address of principal executive offices)
  
                                -------------------
  
                             1996 Equity Incentive Plan
                            Employee Stock Purchase Plan
  
                      ----------------------------------------
                              (Full title of the plans)
  
                                   R. Bruce Morgan
                        President and Chief Operating Officer
                               Spatial Technology Inc.
                             2425 55th Street, Suite 100
                               Boulder, Colorado 80301
                                   (303) 449-0649
  
      ------------------------------------------------------------------------
      (Name, address, including zip code, and telephone number, including area
                             code, of agent for service)
  
                                -------------------
  
                                     Copies to:
                               Michael L. Platt, Esq.
                                 Cooley Godward LLP
                          2595 Canyon Boulevard, Suite 250
                            Boulder, Colorado 80302-6737
                                   (303) 546-4000
  
                                 -------------------
  2
  
                           CALCULATION OF REGISTRATION FEE
  ================================================================================================================================
                                                        PROPOSED MAXIMUM        PROPOSED MAXIMUM
   TITLE OF SECURITIES TO                              OFFERING PRICE PER      AGGREGATE OFFERING 
        BE REGISTERED            AMOUNT TO BE              SHARE(2)                 PRICE(2)                 AMOUNT OF
                                REGISTERED(1)                                                            REGISTRATION FEE
  --------------------------------------------------------------------------------------------------------------------------------
  Stock Options and Common
  Stock (par value $.01)           200,000                 $ 2.25                  $ 450,000                  $ 295.00 
  ================================================================================================================================
  ================================================================================
  (1)       Comprised of 125,000 and 75,000 shares of Common Stock to be
            registered under the 1996 Equity Incentive Plan, as amended, and the
            Employee Stock Purchase Plan, as amended, respectively.
  
  (2)       Estimated solely for the purpose of calculating the amount of the
            registration fee pursuant to Rule 457(h). The price per share and
            aggregate offering price are based upon the average of the high and
            low price of Registrant's Common Stock within the five business days
            prior to June 4, 1998 as reported on the American Stock Exchange for
            shares subject to options to be granted under the 1996 Equity
            Incentive Plan, as amended, and the Employee Stock Purchase Plan, as
            amended. In addition, pursuant to Rule 416(c) under the Securities Act
            of 1933, this registration statement also covers an indeterminate
            amount of interests to be offered or sold pursuant to the employee
            benefit plans described herein.
  ================================================================================
  
                                         2.
  3
  
                      INCORPORATION BY REFERENCE OF CONTENTS OF
                  REGISTRATION STATEMENT ON FORM S-8 NO. 333-14429
  
            The following documents filed by Spatial Technology Inc., a Delaware
  corporation (the "Company" or the "Registrant") with the Securities and Exchange
  Commission (the "Commission") are incorporated by reference into this
  Registration Statement:
  
            (a) The contents of Registration Statement on Form S-8 No. 333-14429
  filed with the Securities and Exchange Commission on October 18, 1996;
  
            (b) The Company's Annual Report on Form 10-K for the fiscal year ended
  December 31, 1997;
  
            (c) All reports and other documents subsequently filed by the Company
  pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act
  of 1934, as amended (the "Exchange Act") prior to the filing of a post effective
  amendment which indicates that all securities offered have been sold or which
  deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference herein and to be a part of this registration statement
  from the date of the filing of such reports and documents.
  
                       INTERESTS OF NAMED EXPERTS AND COUNSEL
  
            The validity of the issuance of the Common Stock offered pursuant to
  the 1996 Equity Incentive Plan, as amended and the Employee Stock Purchase Plan,
  as amended will be passed upon for the Company by Cooley Godward LLP.
  
                                      EXHIBITS
  EXHIBIT
  NUMBER
  ------
  5         Opinion of Cooley Godward LLP.
  
  23.1      Consent of KPMG Peat Marwick LLP.
  
  23.2      Consent of Cooley Godward LLP is contained in Exhibit 5 to this
            Registration Statement.
  
  24        Power of Attorney is contained on the signature pages.
  
  99.1*     1996 Equity Incentive Plan, as amended as of March 31, 1998.
  
  99.2*     Employee Stock Purchase Plan, as amended as of March 31, 1998.
  ----------
  * Incorporated by reference to the Issuer's Definitive Proxy on Schedule 14A,
  dated April 9, 1998.
  
                                         3.
  4
  
                                     SIGNATURES
  
            Pursuant to the requirements of the Securities Act of 1933, as
  amended, the Registrant certifies that it has reasonable grounds to believe that
  it meets all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Boulder, State of Colorado, on June 4, 1998.
  
                                     SPATIAL TECHNOLOGY INC.
  
                                     By: /s/ R. Bruce Morgan
                                         -------------------------------------
                                         R. Bruce Morgan 
                                         President and Chief Operating Officer
  
                                  POWER OF ATTORNEY
  
            KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints R. Bruce Morgan and Richard M. Sowar, and
  each or any one of them, 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 attorneys-in-fact and
  agents, and each of them, full power and authority to do and perform each and
  every act and thing requisite and necessary to be done in connection therewith,
  as fully to all intents and purposes as he might or could do in person, hereby
  ratifying and confirming all that said attorneys-in-fact and agents, or any of
  them, or their or his substitutes or substitute, may lawfully do or cause to be
  done by virtue hereof.
  
            Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  SIGNATURE                             TITLE                                       DATE
  ---------                             -----                                       ----
  /s/ Richard M. Sowar                  Chief Executive Officer and Director        June 4, 1998
  ----------------------------------    (Principal Executive Officer)
  Richard M. Sowar
  
                                        President, Chief Operating Officer
  /s/ R. Bruce Morgan                   and Director (Principal Financial and       June 4, 1998
  ----------------------------------    Accounting Officer)
  R. Bruce Morgan
  
  /s/ Fred F. Nazem                     Chairman of the Board of Directors          June 4, 1998
  ----------------------------------
  Fred F. Nazem
  
  /s/ Philip E. Barak                   Director                                    June 4, 1998
  ----------------------------------
  Philip E. Barak
  
  /s/ H. Robert Gill                    Director                                    June 4, 1998
  ----------------------------------
  H. Robert Gill
  
  /s/ M. Thomas Hull                    Director                                    June 4, 1998
  ----------------------------------
  M. Thomas Hull
  4.
  5
  
  EXHIBIT INDEX
  EXHIBIT
  NUMBER         DESCRIPTION                                                      SEQUENTIAL PAGE NUMBER
  -------        -----------                                                      ----------------------
  5        Opinion of Cooley Godward LLP                                                   6
  
  23.1      Consent of KPMG Peat Marwick LLP                                                7
  
  23.2      Consent of Cooley Godward LLP is contained in Exhibit 5 to this                 6
            Registration Statement
  
  24        Power of Attorney is contained on the signature pages.                          4
  
  99.1*     1996 Equity Incentive Plan, as amended 
  
  99.2*     Employee Stock Purchase Plan, as amended.
  ----------
  * Incorporated by reference to the Issuer's Definitive Proxy on Schedule 14A,
    dated April 9, 1998.
  
                                         5.