content: <PAGE>   1
      As Filed With The Securities And Exchange Commission on January 14, 1997
  
                                                             Registration No. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549
  
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       Under
                             THE SECURITIES ACT OF 1933
  
                ------------------------------------------------
  
                                    DYNAMEX INC.
  
                 (Exact name of issuer as specified in its charter)
  
  
                  Delaware                                86-0712225
          (State of incorporation)           (I.R.S. employer identification no.)
                                             
            2630 Skymark Avenue              
                 Suite 610                                  L4W SA4
           Mississauga, Ontario                           (Zip code)
  (Address of principal executive office)    
  
                ------------------------------------------------
  
                        Dynamex Inc. 1996 Stock Option Plan
                              (Full title of the plan)
  
  
  
                Robert P. Capps                         Bruce H. Hallett
            Vice President--Finance                 Crouch & Hallett, L.L.P.
           and Corporate Development                  717 N. Harwood Street
                  Dynamex Inc.                             Suite 1400
               One Galleria Tower                     Dallas, Texas  75201
          13355 Noel Road, Suite 1050                    (214) 953-0053
             Dallas, Texas  75240                   
                 (972) 960-4859
  
  
  
           (Names, addresses and telephone numbers, including area codes,
                               of agents for service)
  
                ------------------------------------------------
  
  APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLANS: Sales
  to the optionees of securities proposed to be registered hereunder will occur
  from time to time after the effective date of this Registration Statement.
  
                ------------------------------------------------
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
                                     Proposed Maximum      Proposed Maximum
  Title of Securities  Amount to be      Offering              Aggregate         Amount of
   to be Registered     Registered   Price Per Share        Offering Price   Registration Fee*
  -------------------  ------------  ----------------      ----------------  ----------------- 
  <S>                   <C>              <C>                 <C>                    <C>
  Common Stock,
  $0.01 par value       630,000 Shs.      $11.375             $7,166,250             $2,172
                                                                                  
  --------------------------------------------------------------------------------------------
  </TABLE>
  
  * Estimated solely for purposes of calculating the registration fee, which has
  been computed in accordance with Rule 457(h), based on the average high and low
  prices of the registrant's Common Stock on January 10, 1997, as reported on the
  Nasdaq National Market.
  <PAGE>   2
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
  
         The documents listed (i) through (iii) below are hereby incorporated by
  reference into this Registration Statement.  All documents subsequently filed
  by the registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the
  Securities Exchange Act of 1934 (the "1934 Act") prior to 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 hereof from the date of
  filing of such documents.
  
         (i)    The registrant's latest annual report filed pursuant to Section 13
  or 15(d) of the 1934 Act or the latest prospectus filed pursuant to Rule 424(b)
  or (c) under the Securities Act of 1933 (the "1933 Act"), which contains,
  either directly or by incorporation by reference, certified financial
  statements for the registrant's latest fiscal year for which such statements
  have been filed.
  
         (ii)   All other reports filed pursuant to Section 13(a) or 15(d) of the
  1934 Act since the end of the fiscal year covered by the annual reports or the
  prospectus referred to in (i) above.
  
         (iii)  The description of the registrant's Common Stock which is
  contained in a registration statement on Form 8-A filed under the 1934 Act,
  including any amendment or report filed for the purpose of updating such
  description.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
         Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
         Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.
  
         The Company's Restated Certificate of Incorporation eliminates to the
  fullest extent permissible under the General Corporation Law of Delaware the
  liability of directors to the Company and the stockholders for monetary damages
  for breach of fiduciary duty as a director.  This provision does not eliminate
  liability (a) for any breach of a director's duty of loyalty to the Company or
  its stockholders; (b) for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of the law; (c) in connection
  with payment of any illegal dividend or illegal stock repurchase; or (d) for
  any transaction from which the director derives an improper personal benefit.
  In addition, these provisions do not apply to equitable remedies such as
  injunctive relief.
  
  
  
  
  
                                        -1-
  <PAGE>   3
         The Company's Bylaws provide that the Company shall indemnify each of
  its directors and officers, acting in such capacity, so long as such person
  acted in good faith and in a manner he or she reasonably believed to be in or
  not opposed to the best interests of the Company.  Such indemnification may be
  made only upon a determination that such indemnification is proper in the
  circumstances because the person to be indemnified has met the applicable
  standard of conduct to permit indemnification under the law.  The Company is
  also required to advance to such persons payment for their expenses incurred in
  defending a proceeding to which indemnification might apply, provided the
  recipient provides an undertaking agreeing to repay all such advanced amounts
  if it is ultimately determined that he is not entitled to be indemnified.
  
         The Company also maintains a directors' and officers' liability
  insurance policy insuring directors and officers of the Company for up to $5.0
  million of covered losses as defined in the policy.  The Company has entered
  into Indemnification Agreements with each of its directors and certain of its
  officers contractually requiring the Company to provide such indemnification to
  the extent permitted by applicable law.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
         Not applicable.
  
  ITEM 8.  EXHIBITS.
  
          4(a)  Dynamex Inc. 1996 Stock Option Plan and related form of stock
                option agreements (filed herewith).
  
          5     Opinion of Crouch & Hallett, L.L.P. (filed herewith).
  
         23(a)  Independent Auditors' Consent of Deloitte & Touche (filed
                herewith)
  
         23(b)  Independent Auditors' Consent of Deloitte & Touche LLP (filed
                herewith)
  
         23(c)  Consent of Crouch & Hallett, L.L.P. (included as part of Exhibit
                5).
  
  ITEM 9.  UNDERTAKINGS.
  
         (1)    The undersigned registrant hereby undertakes:
  
                (a)    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 the registration statement or
         any material change to such information in the registration statement;
         and
  
  
  
  
  
                                        -2-
  <PAGE>   4
                (b)    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 the time shall
         be deemed to be the initial bona fide offering thereof; and
  
                (c)    To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.
  
         (2)    The undersigned registrant hereby undertakes 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 Section 15(d) of
  the Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
         (3)    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 restated certificate of incorporation
  or bylaws of the registrant 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 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 of
  appropriate jurisdiction the question whether such indemnification by it is
  against public policy as expressed in the Act and will be governed by the final
  adjudication of such issue.
  
  
  
  
  
                                        -3-
  <PAGE>   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 Dallas and the State of Texas, on the  14th day
  of January, 1997.
  
  
  
                                      DYNAMEX INC.                               
                                                                                 
                                                                                 
  
                                      By     /s/ Robert P. Capps                 
                                             ------------------------------------
                                             Robert P. Capps, Vice President     
                                             Finance and Corporate Development   
  
  
         Pursuant to the requirements of the Securities Act of 1933, as amended,
  this registration statement has been signed below by the following persons in
  the capacities and on January 14, 1997.
  
  <TABLE>
  <CAPTION>
                     NAME                                         TITLE
                     ----                                         -----
  <S>                                         <C>
  /s/ Richard K. McClelland                   President, Chief Executive Officer and Chairman of the
  ------------------------------------        Board (Principal Executive Officer)                   
            Richard K. McClelland                                               
                                      
                                      
  /s/ Robert P. Capps                         Vice President-Finance and Corporate
  ------------------------------------        Development (Principal Financial Officer)
            Robert P. Capps                                                        
                                      
                                      
  /s/ Martin A. Piccolo                       Vice President, Controller and Secretary
  ------------------------------------        (Principal Accounting Officer)          
            Martin A. Piccolo                                            
                                                                            
                                      
                                      
  /s/ James M. Hoak                           Director
  ------------------------------------                
            James M. Hoak        
                                      
                                      
                                      
  /s/ Wayne Kern                      
  ------------------------------------        Director
            Wayne Kern          
  
          
  </TABLE>
  
  
  
  
  
                                        II-1
  <PAGE>   6
  <TABLE>
  <S>                                     <C>
  /s/ Stephen P. Smiley                      
  --------------------------------        Director
           Stephen P. Smiley               
                                  
                                  
                                  
  /s/ Brian J. Hughes                     Director
  --------------------------------                
           Brian J. Hughes   
                                  
                                  
  /s/ Kenneth H. Bishop                   Director
  --------------------------------                
           Kenneth H. Bishop  
                                  
                                  
  /s/ E. T. Whalen                        Director
  --------------------------------                
           E. T. Whalen
  </TABLE>
  
  
  
  
  
                                        II-2
  <PAGE>   7
                                INDEX TO EXHIBITS
  
  
       4(a)  Dynamex Inc. 1996 Stock Option Plan and related form of stock
             option agreements.
      
       5     Opinion of Crouch & Hallett, L.L.P.
      
      23(a)  Independent Auditors' Consent of Deloitte & Touche.
      
      23(b)  Independent Auditors' Consent of Deloitte & Touche LLP.
      
      23(c)  Consent of Crouch & Hallett, L.L.P. (included as part of Exhibit 5).
  
  
  
  
  
                                        E-1
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 14966}]
metadata_filer: {"company-data": {"conformed-name": "DYNAMEX INC", "cik": "0001015483", "assigned-sic": "4210", "irs-number": "860712225", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-19773", "film-number": "97505896"}, "business-address": {"street1": "2630 SKYMARK AVE", "street2": "SUITE 610", "city": "MISSISSAUGA", "state": "A6", "zip": "L4W 5A4", "phone": "2149604859"}, "mail-address": {"street1": "0NE GALLAREA TOWER", "street2": "13355 NOEL ROAD SUITE 1650", "city": "DALLAS", "state": "TX", "zip": "75240"}}
text: 1
      As Filed With The Securities And Exchange Commission on January 14, 1997
  
                                                             Registration No. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       Under
                             THE SECURITIES ACT OF 1933
  
                ------------------------------------------------
  
                                    DYNAMEX INC.
  
                 (Exact name of issuer as specified in its charter)
  
                  Delaware                                86-0712225
          (State of incorporation)           (I.R.S. employer identification no.)
                                             
            2630 Skymark Avenue              
                 Suite 610                                  L4W SA4
           Mississauga, Ontario                           (Zip code)
  (Address of principal executive office)    
  
                ------------------------------------------------
  
                        Dynamex Inc. 1996 Stock Option Plan
                              (Full title of the plan)
  
                Robert P. Capps                         Bruce H. Hallett
            Vice President--Finance                 Crouch & Hallett, L.L.P.
           and Corporate Development                  717 N. Harwood Street
                  Dynamex Inc.                             Suite 1400
               One Galleria Tower                     Dallas, Texas  75201
          13355 Noel Road, Suite 1050                    (214) 953-0053
             Dallas, Texas  75240                   
                 (972) 960-4859
  
           (Names, addresses and telephone numbers, including area codes,
                               of agents for service)
  
                ------------------------------------------------
  
  APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLANS: Sales
  to the optionees of securities proposed to be registered hereunder will occur
  from time to time after the effective date of this Registration Statement.
  
                ------------------------------------------------
  
                          CALCULATION OF REGISTRATION FEE
  Proposed Maximum      Proposed Maximum
  Title of Securities  Amount to be      Offering              Aggregate         Amount of
   to be Registered     Registered   Price Per Share        Offering Price   Registration Fee*
  -------------------  ------------  ----------------      ----------------  -----------------
  Common Stock,
  $0.01 par value       630,000 Shs.      $11.375             $7,166,250             $2,172
                                                                                  
  --------------------------------------------------------------------------------------------
  * Estimated solely for purposes of calculating the registration fee, which has
  been computed in accordance with Rule 457(h), based on the average high and low
  prices of the registrant's Common Stock on January 10, 1997, as reported on the
  Nasdaq National Market.
  2
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
         The documents listed (i) through (iii) below are hereby incorporated by
  reference into this Registration Statement.  All documents subsequently filed
  by the registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the
  Securities Exchange Act of 1934 (the "1934 Act") prior to 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 hereof from the date of
  filing of such documents.
  
         (i)    The registrant's latest annual report filed pursuant to Section 13
  or 15(d) of the 1934 Act or the latest prospectus filed pursuant to Rule 424(b)
  or (c) under the Securities Act of 1933 (the "1933 Act"), which contains,
  either directly or by incorporation by reference, certified financial
  statements for the registrant's latest fiscal year for which such statements
  have been filed.
  
         (ii)   All other reports filed pursuant to Section 13(a) or 15(d) of the
  1934 Act since the end of the fiscal year covered by the annual reports or the
  prospectus referred to in (i) above.
  
         (iii)  The description of the registrant's Common Stock which is
  contained in a registration statement on Form 8-A filed under the 1934 Act,
  including any amendment or report filed for the purpose of updating such
  description.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
         Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
         Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.
  
         The Company's Restated Certificate of Incorporation eliminates to the
  fullest extent permissible under the General Corporation Law of Delaware the
  liability of directors to the Company and the stockholders for monetary damages
  for breach of fiduciary duty as a director.  This provision does not eliminate
  liability (a) for any breach of a director's duty of loyalty to the Company or
  its stockholders; (b) for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of the law; (c) in connection
  with payment of any illegal dividend or illegal stock repurchase; or (d) for
  any transaction from which the director derives an improper personal benefit.
  In addition, these provisions do not apply to equitable remedies such as
  injunctive relief.
  
                                        -1-
  3
         The Company's Bylaws provide that the Company shall indemnify each of
  its directors and officers, acting in such capacity, so long as such person
  acted in good faith and in a manner he or she reasonably believed to be in or
  not opposed to the best interests of the Company.  Such indemnification may be
  made only upon a determination that such indemnification is proper in the
  circumstances because the person to be indemnified has met the applicable
  standard of conduct to permit indemnification under the law.  The Company is
  also required to advance to such persons payment for their expenses incurred in
  defending a proceeding to which indemnification might apply, provided the
  recipient provides an undertaking agreeing to repay all such advanced amounts
  if it is ultimately determined that he is not entitled to be indemnified.
  
         The Company also maintains a directors' and officers' liability
  insurance policy insuring directors and officers of the Company for up to $5.0
  million of covered losses as defined in the policy.  The Company has entered
  into Indemnification Agreements with each of its directors and certain of its
  officers contractually requiring the Company to provide such indemnification to
  the extent permitted by applicable law.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
         Not applicable.
  
  ITEM 8.  EXHIBITS.
  
          4(a)  Dynamex Inc. 1996 Stock Option Plan and related form of stock
                option agreements (filed herewith).
  
          5     Opinion of Crouch & Hallett, L.L.P. (filed herewith).
  
         23(a)  Independent Auditors' Consent of Deloitte & Touche (filed
                herewith)
  
         23(b)  Independent Auditors' Consent of Deloitte & Touche LLP (filed
                herewith)
  
         23(c)  Consent of Crouch & Hallett, L.L.P. (included as part of Exhibit
                5).
  
  ITEM 9.  UNDERTAKINGS.
  
         (1)    The undersigned registrant hereby undertakes:
  
                (a)    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 the registration statement or
         any material change to such information in the registration statement;
         and
  
                                        -2-
  4
                (b)    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 the time shall
         be deemed to be the initial bona fide offering thereof; and
  
                (c)    To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.
  
         (2)    The undersigned registrant hereby undertakes 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 Section 15(d) of
  the Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
         (3)    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 restated certificate of incorporation
  or bylaws of the registrant 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 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 of
  appropriate jurisdiction the question whether such indemnification by it is
  against public policy as expressed in the Act and will be governed by the final
  adjudication of such issue.
  
                                        -3-
  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 Dallas and the State of Texas, on the  14th day
  of January, 1997.
  
                                      DYNAMEX INC.                               
                                                                                 
                                                                                 
  
                                      By     /s/ Robert P. Capps                 
                                             ------------------------------------
                                             Robert P. Capps, Vice President     
                                             Finance and Corporate Development   
  
         Pursuant to the requirements of the Securities Act of 1933, as amended,
  this registration statement has been signed below by the following persons in
  the capacities and on January 14, 1997.
  NAME                                         TITLE
                     ----                                         -----
  /s/ Richard K. McClelland                   President, Chief Executive Officer and Chairman of the
  ------------------------------------        Board (Principal Executive Officer)                   
            Richard K. McClelland                                               
                                      
                                      
  /s/ Robert P. Capps                         Vice President-Finance and Corporate
  ------------------------------------        Development (Principal Financial Officer)
            Robert P. Capps                                                        
                                      
                                      
  /s/ Martin A. Piccolo                       Vice President, Controller and Secretary
  ------------------------------------        (Principal Accounting Officer)          
            Martin A. Piccolo                                            
                                                                            
                                      
                                      
  /s/ James M. Hoak                           Director
  ------------------------------------                
            James M. Hoak        
                                      
                                      
                                      
  /s/ Wayne Kern                      
  ------------------------------------        Director
            Wayne Kern
  II-1
  6
  /s/ Stephen P. Smiley                      
  --------------------------------        Director
           Stephen P. Smiley               
                                  
                                  
                                  
  /s/ Brian J. Hughes                     Director
  --------------------------------                
           Brian J. Hughes   
                                  
                                  
  /s/ Kenneth H. Bishop                   Director
  --------------------------------                
           Kenneth H. Bishop  
                                  
                                  
  /s/ E. T. Whalen                        Director
  --------------------------------                
           E. T. Whalen
  II-2
  7
                                INDEX TO EXHIBITS
  
       4(a)  Dynamex Inc. 1996 Stock Option Plan and related form of stock
             option agreements.
      
       5     Opinion of Crouch & Hallett, L.L.P.
      
      23(a)  Independent Auditors' Consent of Deloitte & Touche.
      
      23(b)  Independent Auditors' Consent of Deloitte & Touche LLP.
      
      23(c)  Consent of Crouch & Hallett, L.L.P. (included as part of Exhibit 5).
  
                                        E-1