content: <PAGE>   1
  
                                                        File No.333-_____________
  
      As filed with the Securities and Exchange Commission on November 4, 1996.
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                         XIONICS DOCUMENT TECHNOLOGIES, INC.
         ------------------------------------------------------------------
  
                                     ----------
                 (Exact name of issuer as specified in its charter)
  
  Delaware                                                   04-3186685
  ---------------------------------                          ------------------
  (State or other jurisdiction                               (I.R.S. Employer
  or incorporation or organization)                          Indemnification No.)
  
  
  70 Blanchard Road,                 Burlington, MA                      01803
  -------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                             (Zip Code)
  
     Xionics Document Technologies, Inc. 1996, 1995 and 1993 Stock Option Plans
  -------------------------------------------------------------------------------
  
                             (Full titles of the plans)
  
                                      Copy to:
  
                               Carolyn E. Ramm, Esq.
                        Xionics Document Technologies, Inc.
                                 70 Blanchard Road
                                Burlington, MA 01803
  
  -------------------------------------------------------------------------------
                       (Name and address of agent for service)
  
                                   (617) 229-7000
  -------------------------------------------------------------------------------
            (Telephone number, including area code, of agent for service)
  
  
  <TABLE>
                           CALCULATION OF REGISTRATION FEE
  ===============================================================================
  <CAPTION>
  
                                Proposed        Proposed
  Title of                      maximum         maximum
  securities       Amount       offering        aggregate        Amount of
  to be            to be        price           offering         registration
  registered       registered   per share*      price*           fee
  -------------------------------------------------------------------------------
  <S>              <C>          <C>             <C>              <C>       
  Common Stock,    3,251,918    $12.875 *       $41,868,444*     $12,687.41       
  $0.01 par value
  per share
  
  ===============================================================================
  
  ----------
  <FN>
  
  *     This estimate is made pursuant to Rule 457(h) solely for the purpose of
  determining the registration fee. It is not known how many shares will be
  purchased under the plans or at what price such shares will be purchased. The
  above calculation is based on the offering of 3,251,918 shares at a purchase
  price of $12.875 per share, which purchase price is the average of the high
  ($13.00) and low ($12.75) prices of the Registrant's Common Stock as reported on
  the Nasdaq National Market on October 31, 1996. In addition, pursuant to Rule
  416(c), this registration statement also covers an indeterminable amount of
  interest to be offered or sold pursuant to the employee benefit plans described
  herein.
  
  
  </TABLE>
  
  
  <PAGE>   2
  
                                       PART II
  
                         INFORMATION REQUIRED IN PROSPECTUS
  
  Item 3.     Incorporation of Documents by Reference
  -------     ---------------------------------------
  
        The following documents filed by Xionics Document Technologies, Inc. (the
  "Registrant") with the Securities and Exchange Commission (the "SEC") are hereby
  incorporated by reference in this Registration Statement: (1) the Registrant's
  prospectus, dated September 26, 1996, as filed with the SEC on September 26,
  1996, pursuant to Rule 424(b) of the Securities Act of 1933, as amended; (2) all
  reports previously filed by the Registrant pursuant to Section 13(a) or 15(d) of
  the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
  December 31, 1995; and (3) the description of the Common Stock contained in the
  Registrant's Registration Statement on Form 8-A filed with the SEC on September
  11, 1996, under Section 12(g) of the Exchange Act, including any amendment or
  report filed for the purpose of updating such description.
  
        In addition, all documents subsequently filed by the Registrant 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 hereby
  have been sold or which deregisters all of such securities then remaining
  unsold, shall be deemed to be incorporated by reference into this Registration
  Statement and to be a part hereof from the date of filing of such documents.
  
  
  Item 4.     Description of Securities
  -------     -------------------------
  
        A description of the Registrant's Common Stock to be offered pursuant to
  this registration statement is not provided herein because the Registrant's
  Common Stock is registered under Section 12 of the Exchange Act.
  
  
  Item 5.     Interests of Named Experts or Counsel
  -------     -------------------------------------
  
        Neither the Registrant's independent auditors, Arthur Anderson LLP nor any
  individual employed by or associated with such firm in a professional capacity,
  was employed by the Registrant in connection with matters described in this
  registration statement on a contingent basis or has, or is to receive in
  connection with this offering, a substantial interest, direct or indirect, in
  the Registrant or was connected with the Registrant as a promoter, managing
  underwriter (or any principal underwriter, if there are no managing
  underwriters), voting trustee, director, officer or employee.
  
  
  
  
  <PAGE>   3
                                         -2-
  
  
  
  Item 6.     Indemnification of Directors and Officers
  -------     -----------------------------------------
  
        Section 145 of the Delaware General Corporation Law empowers a Delaware
  corporation to indemnify its officers and directors and certain other persons to
  the extent and under the circumstances set forth therein.
  
        The Amended and Restated Certificate of Incorporation of the Registrant
  and the Amended and Restated By-laws of the Registrant provide for
  indemnification of officers and directors of the Registrant and certain other
  persons against liabilities and expenses incurred by any of them in certain
  stated proceedings and under certain stated conditions.
  
        The Registrant intends to maintain insurance for the benefit of its
  directors and officers insuring such persons against certain liabilities,
  including liabilities under the securities laws.
  
  
  Item 7.     Exemption from Registration Claimed
  -------     -----------------------------------
  
        Not applicable.
  
  
  Item 8.     Exhibits
  -------     --------
  
        The following exhibits are part of this Registration Statement:
  
        4.1       Amended and Restated Certificate of Incorporation of the
                  Registrant (Incorporated by reference to Exhibit 3.1 to
                  Pre-Effective Amendment No. 1 to the Registrant's
                  Registration Statement on Form S-1 (Registration No.
                  333-4613), filed on June 7, 1996).
  
        4.2       Amended and Restated By-Laws of the Registrant
                  (Incorporated by reference to Exhibit 3.2 to Pre-Effective
                  Amendment No. 1 to the Registrant's Registration Statement
                  on Form S-1 (Registration No. 333-4613), filed on June 7,
                  1996).
  
        4.3       Xionics Document Technologies, Inc. 1996 Stock Option Plan
                  (Incorporated by reference to Exhibit 10.1 to the
                  Registrant's Registration Statement on Form S-1
                  (Registration No. 333-4613), filed on May 28, 1996).
  
        4.4       Xionics Document Technologies, Inc. 1995 Stock Option Plan
                  (Incorporated by reference to Exhibit 10.2 to the
                  Registrant's Registration Statement on Form S-1
                  (Registration No. 333-4613), filed on May 28, 1996).
  
  
  
  
  <PAGE>   4
                                        -3-
  
  
  
        4.5       Xionics Document Technologies, Inc. 1993 Stock Option Plan
                  (Incorporated by reference to Exhibit 10.3 to the
                  Registrant's Registration Statement on Form S-1
                  (Registration No. 333-4613), filed on May 28, 1996).
  
        5         Opinion and Consent of Bingham, Dana & Gould LLP as to the
                  legality of the securities being registered.
  
        23.1      Consent of Bingham, Dana & Gould LLP (included in Exhibit 5).
  
        23.2      Consent of Arthur Andersen LLP.
  
        24        Power  of  Attorney  (included  on  the  signature  pages  of
                  the Registration Statement).
  
  
  Item 9.     Undertakings
  -------     ------------
  
        The undersigned Registrant hereby undertakes:
  
        (1)   To file, during any period in which offers or sales are being made,
              a post-effective amendment to this Registration Statement to include
              any material information with respect to the plan of distribution
              not previously disclosed in this Registration Statement or any
              material change to such information in this Registration Statement;
  
        (2)   That, for the purpose of determining any liability under the
              Securities Act of 1933, 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 that remain unsold at the
              termination of the offering;
  
        (4)   That, for purposes of determining any liability under the Securities
              Act of 1933, each filing of the Registrant's annual report pursuant
              to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
              that is incorporated by reference in this 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; and
  
  
  
  
  <PAGE>   5
                                        -4-
  
  
        (5)   Insofar as indemnification for liabilities arising under the
              Securities Act of 1933 may be permitted to directors, officers and
              controlling persons of the Registrant pursuant to the foregoing
              provisions, or otherwise, the Registrant has been advised that in
              the opinion of the Securities and Exchange Commission such
              indemnification is against public policy as expressed in the
              Securities Act of 1933 and is, therefore, unenforceable. In the
              event that a claim for indemnification against such liabilities
              (other than the payment by the Registrant of expenses incurred or
              paid by a director, officer or controlling person of the Registrant
              in the successful defense of any action, suit or proceeding) is
              asserted by such director, officer or controlling person in
              connection with the securities being registered, the Registrant
              will, unless in the opinion of its counsel the matter has been
              settled by controlling precedent, submit to a court of appropriate
              jurisdiction the question whether such indemnification by it is
              against public policy as expressed in the Securities Act of 1933 and
              will be governed by the final adjudication of such issue.
  
  
  
                     [Remainder of page intentionally left blank]
  
  
  
  <PAGE>   6
                                        -5-
  
  
                                     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 Burlington, Commonwealth of Massachusetts, on
  this 1st day of November 1996.
  
                                      XIONICS DOCUMENT TECHNOLOGIES, INC.
  
  
                                      By: /s/ Gerard T. Feeney
                                          -------------------------------------
                                          Gerard T. Feeney
                                          Vice President-Finance,
                                           Chief Financial
                                           Officer and Treasurer
  
  
  
                          POWER OF ATTORNEY AND SIGNATURES
  
        Each person whose signature appears below hereby appoints Gerard T.
  Feeney, acting alone and without the other, his true and lawful attorney-in-fact
  with the authority to execute in the name of each such person, and to file with
  the Securities and Exchange Commission, together with any exhibits thereto and
  other documents therewith, any and all amendments (including without limitation
  post-effective amendments) to this Registration Statement on Form S-8 necessary
  or advisable to enable the Registrant to comply with the Securities Act of 1933,
  as amended, and any rules, regulations, and requirements of the Securities and
  Exchange Commission in respect thereof, which amendments may make such other
  changes in the Registration Statement as the aforesaid attorney-in-fact
  executing the same deems appropriate.
  
  
  
  
  
  
  <PAGE>   7
  
                                        -6-
  
  
        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 dates indicated.
  
  
  Signature                           Title                               Date
  
  
  /s/Robert E. Gilkes             President,                    November 4, 1996
  ------------------------        Chief Executive Officer,
  Robert E. Gilkes                and Director (Principal
                                  Executive Officer)
                                 
  
  
  /s/Richard A. D'Amore           Director                      November 1, 1996
  ------------------------  
  Richard A. D'Amore
  
  
  /s/Ronald D. Fisher             Director                      November 1, 1996
  ------------------------  
  Ronald D. Fisher
  
  
                                  Director                      November  , 1996
  ------------------------  
  David R. Skok
  
  
  /s/Paul R. Low                  Director                      November 1, 1996
  ------------------------  
  Paul R. Low
  
  
  /s/Thomas A. St. Germain        Director                      November 1, 1996
  -------------------------
  Thomas A. St. Germain
  
  
  /s/Gerard T. Feeney             Vice President-Finance,       November 1, 1996
  -------------------------       Chief Financial Officer,
  Gerard T. Feeney                Treasurer (principal financial
                                  and accounting officer)
                                  
  
  
  
  <PAGE>   8
  
                                        -7-
  
  
                                    EXHIBIT INDEX
  
     Exhibit No.                Description of Documents
     -----------                ------------------------
  
         4.1         Amended    and    Restated    Certificate    of         ---
                     Incorporation      of      the      Registrant
                     (Incorporated  by  reference  to Exhibit 3.1 to
                     Pre-Effective    Amendment   No.   1   to   the
                     Registrant's  Registration  Statement  on  Form
                     S-1 (Registration No. 333-4613),  filed on June
                     7, 1996).
  
         4.2         Amended   and    Restated    By-Laws   of   the          ---
                     Registrant.   (Incorporated   by  reference  to
                     Exhibit 3.2 to  Pre-Effective  Amendment  No. 1
                     to the Registrant's  Registration  Statement on
                     Form S-1 (Registration No. 333-4613),  filed on
                     June 7, 1996).
  
         4.3         Xionics Document Technologies,  Inc. 1996 Stock          ---
                     Option  Plan  (Incorporated  by  reference  to
                     Exhibit 10.1 to the  Registrant's  Registration
                     Statement   on  Form  S-1   (Registration   No.
                     333-4613), filed on May 28, 1996).
  
         4.4         Xionics  Document  Technologies,  Inc.  Amended          ---
                     and   Restated    1995   Stock   Option   Plan
                     (Incorporated  by  reference to Exhibit 10.2 to
                     the  Registrant's   Registration  Statement  on
                     Form S-1 (Registration No. 333-4613),  filed on
                     May 28, 1996).
  
         4.5         Xionics Document Technologies,  Inc. 1993 Stock          ---
                     Option  Plan  (Incorporated  by  reference  to
                     Exhibit 10.3 to the  Registrant's  Registration
                     Statement   on  Form  S-1   (Registration   No.
                     333-4613), filed on May 28, 1996).
  
          5          Opinion and  Consent of  Bingham,  Dana & Gould
                     LLP as to the legality of the securities  being
                     registered.
  
  
  <PAGE>   9
  
     Exhibit No.                Description of Documents
     -----------                ------------------------
  
         23.1        Consent of Bingham,  Dana & Gould  (included in          ---
                     Exhibit 5).
  
         23.2        Consent of Arthur Andersen LLP.
  
          24         Power of Attorney  (included  on the  signature          ---
                     pages of the Registration Statement).
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "XIONICS DOCUMENT TECHNOLOGIES,INC.", "secsgml_size_bytes": 18460}]
metadata_filer: {"company-data": {"conformed-name": "XIONICS DOCUMENT TECHNOLOGIES INC", "cik": "0001014586", "assigned-sic": "5000", "irs-number": "043186685", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15467", "film-number": "96653844"}, "business-address": {"street1": "70 BLANCHARD ROAD", "city": "BURLINGTON", "state": "MA", "zip": "01803", "phone": "6172297000"}, "mail-address": {"street1": "70 BLANCHARD ROAD", "city": "BURLINGTON", "state": "MA", "zip": "01803"}}
text: 1
  
                                                        File No.333-_____________
  
      As filed with the Securities and Exchange Commission on November 4, 1996.
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                         XIONICS DOCUMENT TECHNOLOGIES, INC.
         ------------------------------------------------------------------
  
                                     ----------
                 (Exact name of issuer as specified in its charter)
  
  Delaware                                                   04-3186685
  ---------------------------------                          ------------------
  (State or other jurisdiction                               (I.R.S. Employer
  or incorporation or organization)                          Indemnification No.)
  
  70 Blanchard Road,                 Burlington, MA                      01803
  -------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                             (Zip Code)
  
     Xionics Document Technologies, Inc. 1996, 1995 and 1993 Stock Option Plans
  -------------------------------------------------------------------------------
  
                             (Full titles of the plans)
  
                                      Copy to:
  
                               Carolyn E. Ramm, Esq.
                        Xionics Document Technologies, Inc.
                                 70 Blanchard Road
                                Burlington, MA 01803
  
  -------------------------------------------------------------------------------
                       (Name and address of agent for service)
  
                                   (617) 229-7000
  -------------------------------------------------------------------------------
            (Telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  ===============================================================================
  Proposed        Proposed
  Title of                      maximum         maximum
  securities       Amount       offering        aggregate        Amount of
  to be            to be        price           offering         registration
  registered       registered   per share*      price*           fee
  -------------------------------------------------------------------------------
  Common Stock,    3,251,918    $12.875 *       $41,868,444*     $12,687.41       
  $0.01 par value
  per share
  
  ===============================================================================
  
  ----------
  *     This estimate is made pursuant to Rule 457(h) solely for the purpose of
  determining the registration fee. It is not known how many shares will be
  purchased under the plans or at what price such shares will be purchased. The
  above calculation is based on the offering of 3,251,918 shares at a purchase
  price of $12.875 per share, which purchase price is the average of the high
  ($13.00) and low ($12.75) prices of the Registrant's Common Stock as reported on
  the Nasdaq National Market on October 31, 1996. In addition, pursuant to Rule
  416(c), this registration statement also covers an indeterminable amount of
  interest to be offered or sold pursuant to the employee benefit plans described
  herein.
  2
  
                                       PART II
  
                         INFORMATION REQUIRED IN PROSPECTUS
  
  Item 3.     Incorporation of Documents by Reference
  -------     ---------------------------------------
  
        The following documents filed by Xionics Document Technologies, Inc. (the
  "Registrant") with the Securities and Exchange Commission (the "SEC") are hereby
  incorporated by reference in this Registration Statement: (1) the Registrant's
  prospectus, dated September 26, 1996, as filed with the SEC on September 26,
  1996, pursuant to Rule 424(b) of the Securities Act of 1933, as amended; (2) all
  reports previously filed by the Registrant pursuant to Section 13(a) or 15(d) of
  the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
  December 31, 1995; and (3) the description of the Common Stock contained in the
  Registrant's Registration Statement on Form 8-A filed with the SEC on September
  11, 1996, under Section 12(g) of the Exchange Act, including any amendment or
  report filed for the purpose of updating such description.
  
        In addition, all documents subsequently filed by the Registrant 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 hereby
  have been sold or which deregisters all of such securities then remaining
  unsold, shall be deemed to be incorporated by reference into this Registration
  Statement and to be a part hereof from the date of filing of such documents.
  
  Item 4.     Description of Securities
  -------     -------------------------
  
        A description of the Registrant's Common Stock to be offered pursuant to
  this registration statement is not provided herein because the Registrant's
  Common Stock is registered under Section 12 of the Exchange Act.
  
  Item 5.     Interests of Named Experts or Counsel
  -------     -------------------------------------
  
        Neither the Registrant's independent auditors, Arthur Anderson LLP nor any
  individual employed by or associated with such firm in a professional capacity,
  was employed by the Registrant in connection with matters described in this
  registration statement on a contingent basis or has, or is to receive in
  connection with this offering, a substantial interest, direct or indirect, in
  the Registrant or was connected with the Registrant as a promoter, managing
  underwriter (or any principal underwriter, if there are no managing
  underwriters), voting trustee, director, officer or employee.
  3
                                         -2-
  
  Item 6.     Indemnification of Directors and Officers
  -------     -----------------------------------------
  
        Section 145 of the Delaware General Corporation Law empowers a Delaware
  corporation to indemnify its officers and directors and certain other persons to
  the extent and under the circumstances set forth therein.
  
        The Amended and Restated Certificate of Incorporation of the Registrant
  and the Amended and Restated By-laws of the Registrant provide for
  indemnification of officers and directors of the Registrant and certain other
  persons against liabilities and expenses incurred by any of them in certain
  stated proceedings and under certain stated conditions.
  
        The Registrant intends to maintain insurance for the benefit of its
  directors and officers insuring such persons against certain liabilities,
  including liabilities under the securities laws.
  
  Item 7.     Exemption from Registration Claimed
  -------     -----------------------------------
  
        Not applicable.
  
  Item 8.     Exhibits
  -------     --------
  
        The following exhibits are part of this Registration Statement:
  
        4.1       Amended and Restated Certificate of Incorporation of the
                  Registrant (Incorporated by reference to Exhibit 3.1 to
                  Pre-Effective Amendment No. 1 to the Registrant's
                  Registration Statement on Form S-1 (Registration No.
                  333-4613), filed on June 7, 1996).
  
        4.2       Amended and Restated By-Laws of the Registrant
                  (Incorporated by reference to Exhibit 3.2 to Pre-Effective
                  Amendment No. 1 to the Registrant's Registration Statement
                  on Form S-1 (Registration No. 333-4613), filed on June 7,
                  1996).
  
        4.3       Xionics Document Technologies, Inc. 1996 Stock Option Plan
                  (Incorporated by reference to Exhibit 10.1 to the
                  Registrant's Registration Statement on Form S-1
                  (Registration No. 333-4613), filed on May 28, 1996).
  
        4.4       Xionics Document Technologies, Inc. 1995 Stock Option Plan
                  (Incorporated by reference to Exhibit 10.2 to the
                  Registrant's Registration Statement on Form S-1
                  (Registration No. 333-4613), filed on May 28, 1996).
  4
                                        -3-
  
        4.5       Xionics Document Technologies, Inc. 1993 Stock Option Plan
                  (Incorporated by reference to Exhibit 10.3 to the
                  Registrant's Registration Statement on Form S-1
                  (Registration No. 333-4613), filed on May 28, 1996).
  
        5         Opinion and Consent of Bingham, Dana & Gould LLP as to the
                  legality of the securities being registered.
  
        23.1      Consent of Bingham, Dana & Gould LLP (included in Exhibit 5).
  
        23.2      Consent of Arthur Andersen LLP.
  
        24        Power  of  Attorney  (included  on  the  signature  pages  of
                  the Registration Statement).
  
  Item 9.     Undertakings
  -------     ------------
  
        The undersigned Registrant hereby undertakes:
  
        (1)   To file, during any period in which offers or sales are being made,
              a post-effective amendment to this Registration Statement to include
              any material information with respect to the plan of distribution
              not previously disclosed in this Registration Statement or any
              material change to such information in this Registration Statement;
  
        (2)   That, for the purpose of determining any liability under the
              Securities Act of 1933, 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 that remain unsold at the
              termination of the offering;
  
        (4)   That, for purposes of determining any liability under the Securities
              Act of 1933, each filing of the Registrant's annual report pursuant
              to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
              that is incorporated by reference in this 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; and
  5
                                        -4-
  
        (5)   Insofar as indemnification for liabilities arising under the
              Securities Act of 1933 may be permitted to directors, officers and
              controlling persons of the Registrant pursuant to the foregoing
              provisions, or otherwise, the Registrant has been advised that in
              the opinion of the Securities and Exchange Commission such
              indemnification is against public policy as expressed in the
              Securities Act of 1933 and is, therefore, unenforceable. In the
              event that a claim for indemnification against such liabilities
              (other than the payment by the Registrant of expenses incurred or
              paid by a director, officer or controlling person of the Registrant
              in the successful defense of any action, suit or proceeding) is
              asserted by such director, officer or controlling person in
              connection with the securities being registered, the Registrant
              will, unless in the opinion of its counsel the matter has been
              settled by controlling precedent, submit to a court of appropriate
              jurisdiction the question whether such indemnification by it is
              against public policy as expressed in the Securities Act of 1933 and
              will be governed by the final adjudication of such issue.
  
                     [Remainder of page intentionally left blank]
  6
                                        -5-
  
                                     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 Burlington, Commonwealth of Massachusetts, on
  this 1st day of November 1996.
  
                                      XIONICS DOCUMENT TECHNOLOGIES, INC.
  
                                      By: /s/ Gerard T. Feeney
                                          -------------------------------------
                                          Gerard T. Feeney
                                          Vice President-Finance,
                                           Chief Financial
                                           Officer and Treasurer
  
                          POWER OF ATTORNEY AND SIGNATURES
  
        Each person whose signature appears below hereby appoints Gerard T.
  Feeney, acting alone and without the other, his true and lawful attorney-in-fact
  with the authority to execute in the name of each such person, and to file with
  the Securities and Exchange Commission, together with any exhibits thereto and
  other documents therewith, any and all amendments (including without limitation
  post-effective amendments) to this Registration Statement on Form S-8 necessary
  or advisable to enable the Registrant to comply with the Securities Act of 1933,
  as amended, and any rules, regulations, and requirements of the Securities and
  Exchange Commission in respect thereof, which amendments may make such other
  changes in the Registration Statement as the aforesaid attorney-in-fact
  executing the same deems appropriate.
  7
  
                                        -6-
  
        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 dates indicated.
  
  Signature                           Title                               Date
  
  /s/Robert E. Gilkes             President,                    November 4, 1996
  ------------------------        Chief Executive Officer,
  Robert E. Gilkes                and Director (Principal
                                  Executive Officer)
                                 
  
  /s/Richard A. D'Amore           Director                      November 1, 1996
  ------------------------  
  Richard A. D'Amore
  
  /s/Ronald D. Fisher             Director                      November 1, 1996
  ------------------------  
  Ronald D. Fisher
  
                                  Director                      November  , 1996
  ------------------------  
  David R. Skok
  
  /s/Paul R. Low                  Director                      November 1, 1996
  ------------------------  
  Paul R. Low
  
  /s/Thomas A. St. Germain        Director                      November 1, 1996
  -------------------------
  Thomas A. St. Germain
  
  /s/Gerard T. Feeney             Vice President-Finance,       November 1, 1996
  -------------------------       Chief Financial Officer,
  Gerard T. Feeney                Treasurer (principal financial
                                  and accounting officer)
  8
  
                                        -7-
  
                                    EXHIBIT INDEX
  
     Exhibit No.                Description of Documents
     -----------                ------------------------
  
         4.1         Amended    and    Restated    Certificate    of         ---
                     Incorporation      of      the      Registrant
                     (Incorporated  by  reference  to Exhibit 3.1 to
                     Pre-Effective    Amendment   No.   1   to   the
                     Registrant's  Registration  Statement  on  Form
                     S-1 (Registration No. 333-4613),  filed on June
                     7, 1996).
  
         4.2         Amended   and    Restated    By-Laws   of   the          ---
                     Registrant.   (Incorporated   by  reference  to
                     Exhibit 3.2 to  Pre-Effective  Amendment  No. 1
                     to the Registrant's  Registration  Statement on
                     Form S-1 (Registration No. 333-4613),  filed on
                     June 7, 1996).
  
         4.3         Xionics Document Technologies,  Inc. 1996 Stock          ---
                     Option  Plan  (Incorporated  by  reference  to
                     Exhibit 10.1 to the  Registrant's  Registration
                     Statement   on  Form  S-1   (Registration   No.
                     333-4613), filed on May 28, 1996).
  
         4.4         Xionics  Document  Technologies,  Inc.  Amended          ---
                     and   Restated    1995   Stock   Option   Plan
                     (Incorporated  by  reference to Exhibit 10.2 to
                     the  Registrant's   Registration  Statement  on
                     Form S-1 (Registration No. 333-4613),  filed on
                     May 28, 1996).
  
         4.5         Xionics Document Technologies,  Inc. 1993 Stock          ---
                     Option  Plan  (Incorporated  by  reference  to
                     Exhibit 10.3 to the  Registrant's  Registration
                     Statement   on  Form  S-1   (Registration   No.
                     333-4613), filed on May 28, 1996).
  
          5          Opinion and  Consent of  Bingham,  Dana & Gould
                     LLP as to the legality of the securities  being
                     registered.
  9
  
     Exhibit No.                Description of Documents
     -----------                ------------------------
  
         23.1        Consent of Bingham,  Dana & Gould  (included in          ---
                     Exhibit 5).
  
         23.2        Consent of Arthur Andersen LLP.
  
          24         Power of Attorney  (included  on the  signature          ---
                     pages of the Registration Statement).