content: <PAGE>   1
                         Securities and Exchange Commission
                                Washington D.C. 20549
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                   MIGRATEC, INC.
                 (Exact name of issuer as specified in its charter)
  
               FLORIDA                                         65-0125664
   (State of other jurisdiction of                          (I.R.S. Employer
   incorporation or organization)                          Identification No.)
  
                       12801 NORTH STEMMONS FREEWAY, SUITE 710
                             FARMERS BRANCH, TEXAS 75234
            (Address, including zip code, of principal executive offices)
  
                       MIGRATEC, INC., 1999 STOCK OPTION PLAN
                                         AND
                               WORK FOR HIRE AGREEMENT
                              (Full title of the plans)
  
                           W. CURTIS OVERSTREET, PRESIDENT
                       12801 NORTH STEMMONS FREEWAY, SUITE 710
                             FARMERS BRANCH, TEXAS 75234
                                   (972) 969-0300
   (Name, address and telephone number, including area code, of agent for service)
  
                                      Copy to:
  
                                James Schneider, Esq.
                        Atlas, Pearlman, Trop & Borkson, P.A.
                       200 East Las Olas Boulevard, Suite 1900
                           Fort Lauderdale, Florida 33301
                                   (954) 763-1200
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
                                                          Proposed Maximum      Proposed Maximum
           Title of Shares             Amount To Be        Offering Price      Aggregate Offering       Amount of
          To Be Registered              Registered          Per Share (1)         Price (1) (2)     Registration Fee
  --------------------------------------------------------------------------------------------------------------------
  <S>                        <C>           <C>       <C>          <C>      <C>          <C>       <C>      <C>       <C>
  Common Stock, no par value (1)           2,000,000 (1)          $  0.33 (1)           $ 660,000 (1)      $  183.48 (1)
  Common Stock, no par value (2)             200,000 (2)          $  0.12 (2)           $  24,000 (2)      $    6.68 (2)
                                          ----------                                    ---------          ---------
       Total                               2,200,000                                    $ 684,000          $  190.16
                                           =========                                    =========          =========
  </TABLE>
  
  (1)  Estimated solely for the purpose of computing the amount of the
       registration fee in accordance with Rule 457(c) under the Securities Act
       based upon the average of the bid and ask price ($0.33) for the Common
       Stock, no par value, per share (the "Common Stock"), as reported by NASD
       Over the Counter Bulletin Board on March 9, 1999.
  
  (2)  Calculated pursuant to Rule 457(h)(1) based on the price at which the
       options are exercisable.
  
  
  <PAGE>   2
  
  
                                   MIGRATEC, INC.
  
           CROSS REFERENCE SHEET REQUIRED BY ITEM 501(B) OF REGULATION S-K
  
  <TABLE>
  <CAPTION>
         Form S-8 Item Number and Caption              Caption in Prospectus
         --------------------------------         --------------------------------
  <S>                                             <C>
         1.  Forepart of Registration              Facing Page of
             Statement and Outside                 Registration Statement
             Front Cover Page of                   and Cover Page of
             Prospectus                            Prospectus
  
         2.  Inside Front and Outside              Inside Cover Page of
             Back Cover Pages of                   Prospectus and Outside
             Prospectus                            Cover Page of Prospectus
  
         3.  Summary Information, Risk             Not Applicable
             Factors and Ratio of
             Earnings to Fixed Charges
  
         4.  Use of Proceeds                       Not Applicable
  
         5.  Determination of Offering             Not Applicable
             Price
  
         6.  Dilution                              Not Applicable
  
         7.  Selling Security Holders              Not Applicable
  
         8.  Plan of Distribution                  Cover Page of Prospectus
                                                   and Sales by Selling
                                                   Security Holders
  
         9.  Description of Securities             Description of Securities;
             to be Registered                      MigraTEC, Inc., 1997
                                                   Stock Option Plan
  
        10.  Interests of Named Experts            Legal Matters
             and Counsel
  
        11.  Material Changes                      Not Applicable
  
        12.  Incorporation of Certain              Incorporation of Certain
             Information by Reference              Documents by Reference
  
        13.  Disclosure of Commission              Indemnification
             Position on
             Indemnification for
             Securities Act Liabilities
  </TABLE>
  
  
  
  <PAGE>   3
  
  
  PROSPECTUS
                                   MIGRATEC, INC.
  
                   2,200,000 SHARES OF COMMON STOCK, NO PAR VALUE
  
                                 Issued Pursuant to
                     the MigraTEC, Inc., 1999 Stock Option Plan
                                         and
                               Work For High Agreement
  
  This Prospectus is part of a Registration Statement which registers an aggregate
  of 2,200,000 shares of Common Stock, no par value (such shares being
  collectively referred to as the "Shares") of MigraTEC, Inc. (the "Company"). An
  aggregate of (i) 200,000 of the Shares may be issued, as set froth herein, to
  consultants of the Company upon the exercise of options at an exercise price of
  $0.12 per share; and (ii) up to 2,000,000 of the Shares may be issued, as set
  forth herein, to officers, directors, employees and consultants of the Company
  pursuant to the exercise of non-qualified or incentive stock options to purchase
  shares of Common Stock under and in accordance with the MigraTEC, Inc., 1999
  Stock Option Plan (the "Plan") (the Plan covers the issuance of up to 2,000,000
  shares of Common Stock), and separate stock option agreements with employees,
  officers, directors and consultants (the "Option Agreements") (such options
  being collectively referred to as "Options"). All of the Options or Shares have
  been, or will be, granted or issued to such officers, directors, employees and
  consultants pursuant to individual written option agreements. Individuals or
  entities that are granted Options or issued Shares may sometimes hereafter be
  collectively referred to as the "Selling Security Holders." The Selling Security
  Holders may sell all or a portion of the Shares from time to time in the
  over-the-counter market, in negotiated transactions, directly or through brokers
  or otherwise, and at market prices prevailing at the time of such sales or at
  negotiated prices. The Company will not receive any proceeds from such sales
  except upon exercise of the Options.
  
  No person has been authorized by the Company to give any information or to make
  any representation other than as contained in this Prospectus, and if given or
  made, such information or representation must not be relied upon as having been
  authorized by the Company. Neither the delivery of this Prospectus nor any
  distribution of the Shares issuable upon exercise of the Options or under the
  terms of the Agreements shall, under any circumstances, create any implication
  that there has been no change in the affairs of the Company since the date
  hereof.
  
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
  EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR ADEQUACY OF
  THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
  
  This Prospectus does not constitute an offer to sell securities in any state to
  any person to whom it is unlawful to make such offer in such state.
  
                   The date of this Prospectus is March 12, 1999.
  
  
  
  
  <PAGE>   4
  
  
                                AVAILABLE INFORMATION
  
  The Company is subject to the informational requirements of the Securities
  Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
  therewith, files reports, proxy statements and other information with the
  Securities and Exchange Commission (the "Commission"). Reports, proxy statements
  and other information filed with the Commission can be inspected and copied at
  the public reference facilities of the Commission at 450 Fifth Street N.W.,
  Washington D.C. 20549. Copies of this material can also be obtained at
  prescribed rates from the Public Reference Section of the Commission at its
  principal office at 450 Fifth Street N.W., Washington D.C. 20549. The Commission
  also maintains a website on the internet that contains reports, proxy and
  information statements and other information regarding registrants that file
  electronically with the Commission at http://www.sec.gov. The Company's Common
  Stock is traded on the NASD Over-the-Counter Bulletin Board under the symbol
  "MIGR."
  
  The Company has filed with the Commission a Registration Statement on Form S-8
  (the "Registration Statement") under the Securities Act of 1933, as amended (the
  "Act"), with respect to the Shares. This Prospectus, which is Part I of the
  Registration Statement, omits certain information contained in the Registration
  Statement. For further information with respect to the Company and the Shares
  offered by this Prospectus, reference is made to the Registration Statement,
  including the exhibits thereto. Statements in this Prospectus as to any document
  are not necessarily complete, and where any such document is an exhibit to the
  Registration Statement or is incorporated by reference herein, each such
  statement is qualified in all respects by the provisions of such exhibit or
  other document, to which reference is hereby made, for a full statement of the
  provisions thereof. A copy of the Registration Statement, with exhibits, may be
  obtained from the Commission's office in Washington D.C. (at the above address)
  upon payment of the fees prescribed by the rules and regulations of the
  Commission, or examined there without charge or at the Commission's website at
  http://www.sec.gov.
  
                   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
  The following documents filed by the Company with the Securities and Exchange
  Commission are incorporated herein by reference and made a part hereof:
  
       (a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
  December 31, 1997, filed on April 15, 1998.
  
       (b) The Company's Quarterly Report on Form 10-QSB for the quarter ended
  March 31, 1998, filed May 20, 1998.
  
       (c) The Company's Quarterly Report on Form 10-QSB for the quarter ended
  June 30, 1998, filed, August 19, 1998.
  
       (d) The Company's Quarterly Report on Form 10-QSB for the quarter ended
  September 30, 1998, filed November 23, 1998.
  
  All reports and documents filed by the Company pursuant to Section 13, 14 or
  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 securities then remaining unsold, shall be deemed to be
  incorporated by reference herein and to be a part hereof from the respective
  date of filing of such 
  
  <PAGE>   5
  
  documents. Any statement incorporated by reference herein shall be deemed to be
  modified or superseded for purposes of this Prospectus to the extent that a
  statement contained herein or in any other subsequently filed document, which
  also is or is deemed to be incorporated by reference herein, modifies or
  supersedes such statement. Any statement modified or superseded shall not be
  deemed, except as so modified or superseded, to constitute part of this
  Prospectus.
  
  The Company hereby undertakes to provide without charge to each person,
  including any beneficial owner, to whom a copy of the Prospectus has been
  delivered, on the written request of any such person, a copy of any or all of
  the documents referred to above which have been or may be incorporated by
  reference in this Prospectus, other than exhibits to such documents. Written
  requests for such copies should be directed to Corporate Secretary, MigraTEC,
  Inc., 12801 North Stemmons Freeway, Suite 710, Farmers Branch, Texas 75234.
  
  
  
  
  <PAGE>   6
  
  
                                     THE COMPANY
  
  MigraTEC, Inc. (the "Company" or "MigraTEC") is a provider of software products
  and services which address both the Year 2000 ("Y2K") challenge and the need for
  companies to migrate existing software applications to new and more efficient
  hardware and software platforms.
  
  Migration is the process of making all changes necessary to move an
  organization's current software applications from an existing operating system
  to a new target operating system in order to utilize advancing technology and
  meet changing business requirements. Migration allows companies to retain the
  functionality and business processes which have been developed in their existing
  software applications while gaining the efficiencies which result from moving
  the software applications to more advanced technology platforms. Migration
  avoids the business interruption, retraining and re-engineering problems created
  when a software application is totally replaced. Thus, migration not only
  extends the productive life of existing software applications, which have
  already been developed at significant cost, but also preserves the business
  logic and consistency of the existing software application, ensuring continued
  ease of ongoing maintenance of the software.
  
  MigraTEC's software technology has been utilized in over 400 migration projects,
  facilitated either directly by the Company or through a license of previous
  technology of the Company to IBM. Successful migration projects performed by the
  Company include Caterpillar Inc., Ameritech Inc., USAA Insurance, Duke Energy,
  Bell Sygma, The Sabre Group Inc., Payless ShoeSource Inc., Group I Software
  Europe Ltd. and AutoTester Inc., including follow-up projects at Duke Energy,
  Bell Sygma, Ameritech Inc. and The Sabre Group Inc.
  
  In order to facilitate the Company's transition from its prior dependency on the
  revenues generated from the IBM software license, a new management team was
  brought into the Company in 1997 to implement a turnaround plan based on further
  developing MigraTEC's proprietary core software technology and establishing the
  Company as a technology partner of large strategically positioned companies.
  Currently, MigraTEC is focused on further developing its proprietary technology
  to serve as the foundation for an advanced universal migration software tool
  designed to facilitate the transition between numerous computer languages and
  operating platforms. The Company intends to utilize the enhanced technology to
  facilitate its provision of migration services and to generate additional
  revenues through the licensing of the technology to large computer products and
  services organizations.
  
  With rapid technological changes occurring in today's marketplace, such as the
  move to the Internet, Windows and WindowsNT, the development of 64 bit
  processors, Y2K compliance issues, and the advent of the introduction of the
  European Monetary Unit, management believes that MigraTEC's proprietary software
  technology represents an attractive resource for companies seeking access to
  technology that will allow them to respond to these challenges and market
  opportunities. MigraTEC's proprietary technology is designed to automate a
  significant amount of the migration process by identifying critical code
  elements in the software to be migrated thereby automating a high percentage of
  the changes required. In June of 1998, the Company submitted a patent
  application covering certain processes relating to the "core" portion of its
  proprietary software technology.
  
  The Company is designing its software products so they can be used:
  
       o    by MigraTEC to provide a variety of services for its business
            customers,
  
  
  <PAGE>   7
  
       o    by individual businesses to correct or migrate their own client/server
            software applications, or
  
       o    by other services and/or systems integrators in order to facilitate
            their delivery of solutions and/or hardware to their customers.
  
  The first product to which the Company has applied its enhanced technology is
  MigraTEC2000, a Y2K software tool to remediate Y2K problems for client/server
  applications. The Company's MigraTEC2000 software product utilizes a parsing
  technology to perform the following: (1) an inventory of the current source code
  to ensure that all lines of code in the application are present for analysis and
  remediation, (2) an analysis of the code to ensure that all lines of code
  containing Y2K date related fields have been identified, and (3) an automated
  remediation of the code pursuant to parameters and instructions determined by
  the client. The patent application filed by the Company was related to the
  parsing technology incorporated into its MigraTEC2000 software product. Parsing
  technology, which management believes is superior to scanning technologies, is a
  technology that analyzes the structural relationships contained within computer
  program code. The superiority that parsing technology achieves is in the
  identification of not only the obvious names of program elements but also the
  numerous and subtle ways in which those elements interact with each other to
  produce secondary effects.
  
  MigraTEC, Inc., was organized under the State of Florida in February 1989, under
  the name New York Acquisitions, Inc. On February 29, 1996, the Company acquired
  all of the capital stock of One Up Corporation in a reverse acquisition and
  changed its name to One Up Corporation. Thereafter, on February 16, 1998, the
  Company changed its name to MigraTEC, Inc. The address and telephone number of
  the Company's executive offices are: 12801 North Stemmons Freeway, Suite 710,
  Farmers Branch, Texas 75234, telephone number (972) 969-0300, facsimile number
  (972) 969-0315.
  
  
  
  
  <PAGE>   8
  
  
                       MIGRATEC, INC., 1999 STOCK OPTION PLAN
  
  INTRODUCTION
  
  The following descriptions summarize certain provisions of the Plan and the form
  of agreements to be entered into by recipients of options thereunder. Such
  summaries do not purport to be complete and are qualified by reference to the
  full text of the Plan and form of agreement. A copy of the Plan is on file as an
  exhibit to the Registration Statement of which this Prospectus is a part. Each
  person receiving an option under the Plan should read the Plan and related
  option agreement in its entirety.
  
  The Company's 1999 Stock Option Plan was adopted by its Board of Directors on
  March 1, 1999, effective as of that date. Under the Plan, the Company had
  reserved an aggregate of 2,000,000 shares of Common Stock for issuance pursuant
  to options granted under the Plan ("Plan Options").
  
  The purpose of the Plan is to encourage stock ownership by officers, directors,
  employees and consultants of the Company, and to give such persons a greater
  personal interest in the success of the Company's business and an added
  incentive to continue to advance and contribute to the Company. The Board of
  Directors of the Company, or a committee designated thereunder, which currently
  oversees compensation matters, will administer the Plan including, without
  limitation, the selection of the persons who will be granted Plan Options under
  the Plan, the type of Plan Options to be granted, the number of shares subject
  to each Plan Option and the Plan Option price.
  
  Plan Options granted under the Plan may either be options qualifying as
  incentive stock options ("Incentive Options") under Section 422 of the Internal
  Revenue Code of 1986, as amended, or options that do not so qualify
  ("Non-Qualified Options"). In addition, the Plan also allows for the inclusion
  of a reload option provision ("Reload Option"), which permits an eligible person
  to pay the exercise price of the Plan Option with shares of Common Stock owned
  by the eligible person and receive a new Plan Option to purchase shares of
  Common Stock equal in number to the tendered shares. As discussed hereafter, any
  Incentive Option granted under the Plan must provide for an exercise price of
  not less than 100% of the fair market value of the underlying shares on the date
  of such grant, but the exercise price of any Incentive Option granted to an
  eligible employee owning more than 10% of the outstanding Common Stock of the
  Company must not be less than 110% of such fair market value as determined on
  the date of the grant. The term of each Plan Option and the manner in which it
  may be exercised is determined by the Board of Directors or the Committee,
  provided that no Plan Option may be exercisable more than ten (10) years after
  the date of its grant and, in the case of an Incentive Option granted to an
  eligible employee owning more than 10% of the Common Stock, no more than five
  (5) years after the date of the grant.
  
  ELIGIBILITY
  
  Officers, directors, employees and consultants of the Company and its
  subsidiaries are eligible to receive Non-Qualified Options under the Plan. Only
  officers and employees of the Company who are employed by the Company or by any
  subsidiary thereof are eligible to receive Incentive Options.
  
  
  <PAGE>   9
  
  ADMINISTRATION
  
  The Plan will be administered by the Company's Board of Directors or an
  underlying committee (the "Committee"). The Board of Directors or the Committee
  determines from time to time those officers, directors, employees and
  consultants of the Company or any of its subsidiaries to whom Plan Options are
  to be granted, the terms and provisions of the respective option agreements, the
  time or times at which such Plan Options shall be granted, the type of Plan
  Options to be granted, the dates such Plan Options become exercisable, the
  number of shares subject to each Plan Option, the purchase price of such shares
  and the form of payment of such purchase price. All other questions relating to
  the administration of the Plan, and the interpretation of the provisions thereof
  and of the related option agreements, are resolved by the Board of Directors or
  the Committee.
  
  SHARES SUBJECT TO AWARDS
  
  The Company has reserved 2,000,000 of its authorized but unissued shares of
  Common Stock or shares maintained in the treasury of the Company for issuance
  under the Plan, and a maximum of 2,000,000 shares may be issued thereunder
  unless the Plan is subsequently amended. In connection with the adoption and
  approval of the Plan, the Company's Board of Directors resolved that the
  aggregate number of total shares of the Company's Common Stock issuable under
  the Plan may not exceed 2,000,000 shares (subject to adjustment in the event of
  certain changes in the Company's capitalization) without further action by the
  Company's Board of Directors and shareholders, as required. Except for such
  limitation on the aggregate number of shares issuable under the Plan, there is
  no maximum or minimum number of shares of Common Stock as to which a Plan Option
  may be granted to any person. Shares used for Plan Options may be authorized and
  unissued shares or shares reacquired by the Company, including shares purchased
  in the open market. Shares covered by Plan Options which terminate unexercised
  will again become available for additional Plan Options, without decreasing the
  maximum number of shares issuable under the Plan, although such shares may also
  be used by the Company for other purposes.
  
  The Plan provides that, if the Company's outstanding shares are increased,
  decreased, exchanged or otherwise adjusted due to a share dividend, forward or
  reverse share split, recapitalization, reorganization, merger, consolidation,
  combination or exchange of shares, an appropriate and proportionate adjustment
  shall be made in the number or kind of shares subject to the Plan or subject to
  unexercised Plan Options and in the purchase price per share under such Plan
  Options. Any adjustment, however, does not change the total purchase price
  payable for the shares subject to outstanding Plan Options. In the event of the
  proposed dissolution or liquidation of the Company, a proposed sale of all or
  substantially all of the assets of the Company, a merger or tender offer for the
  Company's shares of Common Stock, the Board of Directors may declare that each
  Option granted under this Plan shall terminate as of a date to be fixed by the
  Board of Directors; provided that not less than thirty (30) days written notice
  of the date so fixed shall be given to each Eligible Person holding an Option,
  and each such Eligible Person shall have the right, during the period of thirty
  (30) days proceeding such termination, to exercise his Option as to all or any
  part of the Shares, including shares of stock as to which such Option would not
  otherwise be exercisable.
  
  
  <PAGE>   10
  
  
  TERMS OF EXERCISE
  
  The Plan provides that the Plan Options granted thereunder shall be exercisable
  from time to time in whole or in part, unless otherwise specified in the
  agreement representing the Plan Options or by the Committee or by the Board of
  Directors. Each Plan Option may be exercised in whole or in part at any time
  during the period from the date of the grant until the end of the period covered
  by the Plan Option period.
  
  The Plan provides that, with respect to Incentive Stock Options, the aggregate
  fair market value (determined as of the time the option is granted) of the
  shares of Common Stock, with respect to which Incentive Stock Options are first
  exercisable by any option holder during any calendar year (including all
  incentive stock option plans of the Company, any parent or any subsidiaries
  which are qualified under Section 422 of the Internal Revenue Code of 1986)
  shall not exceed $100,000.
  
  EXERCISE PRICE
  
  The purchase price for shares subject to Incentive Stock Options must be at
  least 100% of the fair market value of the Company's Common Stock on the date
  the option is granted, except that the purchase price must be at least 110% of
  the fair market value in the case of an Incentive Stock Option granted to a
  person who is a "10% stockholder." A "10% stockholder" is a person who owns
  (within the meaning of Section 422(b)(6) of the Internal Revenue Code of 1986)
  at the time the Incentive Stock Option is granted, shares possessing more than
  10% of the total combined voting power of all classes of the outstanding shares
  of the Company, any parent or any subsidiaries. The Plan provides that fair
  market value shall be determined by the Board or the Committee in accordance
  with procedures which it may from time to time establish. If the purchase price
  is paid with consideration other than cash, the Board or the Committee shall
  determine the fair value of such consideration to the Company in monetary terms.
  
  The exercise price of Non-Qualified Options shall be determined by the Board of
  Directors or the Committee but not less than 55% of the fair market value (but
  in no event less than the par value) of one share of the Company's Common Stock
  on the date the Option is granted.
  
  The per share purchase price of shares subject to Plan Options granted under the
  Plan may be adjusted in the event of certain changes in the Company's
  capitalization, but any such adjustment shall not change the total purchase
  price payable upon the exercise in full of Plan Options granted under the Plan.
  
  MANNER OF EXERCISE
  
  Plan Options are exercisable under the Plan by delivery of written notice to the
  Company stating the number of shares with respect to which the Plan Option is
  being exercised, together with full payment of the purchase price therefor.
  Payment shall be in cash, checks, certified or bank cashier's checks, promissory
  notes secured by the Shares issued through exercise of the related Options,
  shares of Common Stock or in such other form or combination of forms which shall
  be acceptable to the Board of Directors or the Committee, provided that any loan
  or guarantee by the Company of the purchase price may only be made upon
  resolution of the Board or Committee that such loan or guarantee is reasonably
  expected to benefit the Company.
  
  
  <PAGE>   11
  
  OPTION PERIOD
  
  All Incentive Stock Options shall expire on or before the tenth (10th)
  anniversary of the date the option is granted except as limited above.
  Non-Qualified Options shall expire ten (10) years and one (1) day from the date
  of grant unless otherwise provided under the terms of the option grant.
  
  TERMINATION
  
  All Plan Options are nonassignable and nontransferable, except by will or by the
  laws of descent and distribution, and during the lifetime of the optionee, may
  be exercised only by such optionee. If an optionee shall die (i) while an
  employee of the Corporation or a Subsidiary or (ii) within three months after
  termination of his employment with the Corporation or a Subsidiary because of
  his disability, or retirement or otherwise, his or her Options may be exercised,
  to the extent that the optionee shall have been entitled to do so on the date of
  his death or such termination of employment, by the person or persons to whom
  the optionee's right under the Option pass by will or applicable law, or if no
  such person has such right, by his executors or administrators, at any time, or
  from time to time.
  
  In the event of termination of employment because of his death while an employee
  or because of disability, his Options may be exercised not later than the
  expiration date specified in the Plan or one year after the optionee's death,
  whichever date is earlier, or in the event of termination of employment because
  of retirement or otherwise, not later than the expiration date specified in the
  Plan or one year after the optionee's death, whichever date is earlier.
  
  If an optionee's employment by the Corporation or a Subsidiary shall terminate
  because of his disability and such optionee has not died within the following
  three months, he may exercise his Options, to the extent that he shall have been
  entitled to do so at the date of the termination of his employment, at any time,
  or from time to time, but not later than the expiration date specified in the
  Option Agreement (or Grant Letter) or one year after termination of employment,
  whichever date is earlier.
  
  If an optionee's employment shall terminate by reason of his retirement in
  accordance with the terms of the Corporation's tax-qualified retirement plans,
  if any, or with the consent of the Board or the Stock Option Committee or
  involuntarily other than by termination for cause, and such optionee has not
  died within the following three months, he may exercise his Option to the extent
  he shall have been entitled to do so at the date of the termination of his
  employment, at any time and from to time, but not later than the expiration date
  specified in the Plan or thirty (30) days after termination of employment,
  whichever date is earlier. Termination for cause is defined by the Plan to mean;
  (i) termination of employment for cause as defined in the optionee's Employment
  Agreement or (ii) in the absence of an Employment Agreement for the optionee,
  termination of employment by reason of the optionee's commission of a felony,
  fraud or willful misconduct which has resulted, or is likely to result, in
  substantial and material damage to the Corporation or a Subsidiary, all as the
  Board of Directors or the Committee in its sole discretion may determine.
  
  If an optionee's employment shall terminate for any reason other than death,
  disability, retirement or otherwise, all right to exercise his Option shall
  terminate at the date of such termination of employment absent specific
  provisions in the optionee's Option Agreement.
  
  
  <PAGE>   12
  
  MODIFICATION AND TERMINATION OF PLANS
  
  The Board of Directors or Committee may amend, suspend or terminate the Plan at
  any time. However, no such action may prejudice the rights of any optionee who
  has prior thereto been granted options under this Plan. Further, no amendment to
  this Plan which has the effect of (a) increasing the aggregate number of Shares
  subject to this Plan (except for adjustments due to changes in the Company's
  capitalization), or (b) changing the definition of "Eligible Person" under this
  Plan, may be effective unless and until approved by the Shareholders of the
  Company in the same manner as approval of this Plan is required. Any such
  termination of the Plan shall not affect the validity of any Plan Options
  previously granted thereunder. Unless the Plan shall thereto fore have been
  suspended or terminated by the Board of Directors, the Plan shall terminate on
  March 1, 2009.
  
  FEDERAL INCOME TAX EFFECTS
  
  The following discussion applies to the Plan and is based on federal income tax
  laws and regulations in effect on March 1, 1999. It does not purport to be a
  complete description of the federal income tax consequences of the Plan, nor
  does it describe the consequences of state, local or foreign tax laws which may
  be applicable. Accordingly, any person receiving a grant under the Plan should
  consult with his own tax adviser.
  
  The Plan is not subject to the provisions of the Employee Retirement Income
  Security Act of 1974 and is not qualified under Section 401(a) of the Internal
  Revenue Code of 1986, as amended (the "Code").
  
  An employee granted an Incentive Stock Option does not recognize taxable income
  either at the date of grant or at the date of its timely exercise. However, the
  excess of the fair market value of Common Stock received upon exercise of the
  Incentive Stock Option over the Option exercise price is an item of tax
  preference under Section 57(a)(3) of the Code and may be subject to the
  alternative minimum tax imposed by Section 55 of the Code. Upon disposition of
  stock acquired on exercise of an Incentive Stock Option, long-term capital gain
  or loss is recognized in an amount equal to the difference between the sales
  price and the Incentive Stock Option exercise price, provided that the option
  holder has not disposed of the stock within two years from the date of grant and
  within one year from the date of exercise. If the Incentive Stock Option holder
  disposes of the acquired stock (including the transfer of acquired stock in
  payment of the exercise price of an Incentive Stock Option) without complying
  with both of these holding period requirements ("Disqualifying Disposition"),
  the option holder will recognize ordinary income at the time of such
  Disqualifying Disposition to the extent of the difference between the exercise
  price and the lesser of the fair market value of the stock on the date the
  Incentive Stock Option is exercised (the value six months after the date of
  exercise may govern in the case of an employee whose sale of stock at a profit
  could subject him to suit under Section 16(b) of the Securities Exchange Act of
  1934) or the amount realized on such Disqualifying Disposition. Any remaining
  gain or loss is treated as a short-term or long-term capital gain or loss,
  depending on how long the shares are held. In the event of a Disqualifying
  Disposition, the Incentive Stock Option tax preference described above may not
  apply (although, where the Disqualifying Disposition occurs subsequent to the
  year the Incentive Stock Option is exercised, it may be necessary for the
  employee to amend his return to eliminate the tax preference item previously
  reported). The Company and its subsidiaries are not entitled to a tax deduction
  upon either exercise of an Incentive Stock Option or disposition of stock
  acquired pursuant to such an exercise, except to the extent that the Option
  holder recognized ordinary income in a Disqualifying Disposition. 
  
  
  <PAGE>   13
  
  If the holder of an Incentive Stock Option pays the exercise price, in full or
  in part, with shares of previously acquired Common Stock, the exchange should
  not affect the Incentive Stock Option tax treatment of the exercise. No gain or
  loss should be recognized on the exchange, and the shares received by the
  employee, equal in number to the previously acquired shares exchanged therefor,
  will have the same basis and holding period for long-term capital gain purposes
  as the previously acquired shares. The employee will not, however, be able to
  utilize the old holding period for the purpose of satisfying the Incentive Stock
  Option statutory holding period requirements. Shares received in excess of the
  number of previously acquired shares will have a basis of zero and a holding
  period which commences as of the date the Common Stock is issued to the employee
  upon exercise of the Incentive Stock Option. If an exercise is effected using
  shares previously acquired through the exercise of an Incentive Stock Option,
  the exchange of the previously acquired shares will be considered a disposition
  of such shares for the purpose of determining whether a Disqualifying
  Disposition has occurred.
  
  In respect to the holder of Non-Qualified Options, the option holder does not
  recognize taxable income on the date of the grant of the Non-Qualified Option,
  but recognizes ordinary income generally at the date of exercise in the amount
  of the difference between the option exercise price and the fair market value of
  the Common Stock on the date of exercise. However, if the holder of
  Non-Qualified Options is subject to the restrictions on resale of Common Stock
  under Section 16 of the Securities Exchange Act of 1944, such person generally
  recognizes ordinary income at the end of the six-month period following the date
  of exercise in the amount of the difference between the option exercise price
  and the fair market value of the Common Stock at the end of the six-month
  period. Nevertheless, such holder may elect within 30 days after the date of
  exercise to recognize ordinary income as of the date of exercise. The amount of
  ordinary income recognized by the option holder is deductible by the Company in
  the year that income is recognized.
  
  RESTRICTIONS UNDER SECURITIES LAWS
  
  The sale of the Shares must be made in compliance with federal and state
  securities laws. Officers, directors and 10% or greater shareholders of the
  Company, as well as certain other persons or parties who may be deemed to be
  "affiliates" of the Company under the Federal Securities Laws, should be aware
  that resales by affiliates can only be made pursuant to an effective
  Registration Statement, Rule 144 or any other applicable exemption. Officers,
  directors and 10% and greater stockholders may also be subject to the "short
  swing" profit rule of Section 16(b) of the Securities Exchange Act of 1934.
  
                               WORK FOR HIGH AGREEMENT
  
  On October 5, 1998, the Company entered into a Work For High Agreement with two
  individual consultants. In exchange for the consultants developing certain
  computer source codes for the Company, the Company granted the two consultants
  options to purchase an aggregate of 200,000 shares of Common Stock exercisable
  for a period of two (2) years beginning on the date the Company received the
  computer source code from the consultants at an exercise price of $0.12 per
  share.
  
  
  <PAGE>   14
  
  
                              DESCRIPTION OF SECURITIES
  
  The Company is authorized to issue 200,000,000 shares of Common Stock, no par
  value per share (the "Common Stock"), and 1,000,000 shares of Redeemable
  Convertible 12% Preferred Stock, $1,000 par value per share (the "Preferred
  Stock"). As of March 8, 1999, there were 45,148,501 shares of Common Stock
  issued and outstanding and no shares of Preferred Stock outstanding.
  
  COMMON STOCK
  
  The Company is authorized to issue up to 200,000,000 shares ("Shares") of Common
  Stock, no par value per share. The holders of shares of Common Stock are
  entitled to share, on a ratable basis, such dividends as may be declared by the
  Board of Directors out of funds legally available therefor. Upon liquidation,
  dissolution or winding up of the Company, after payment to creditors and holders
  of any outstanding shares of Preferred Stock, the assets of the Company will be
  divided pro rata on a per Share basis among the holders of the Common Stock.
  
  Each share of Common Stock entitles the holders thereof, to one vote. Holders of
  Common Stock do not have cumulative voting rights, which means that the holders
  of more than 50% of shares voting for the election of Directors can elect all of
  the Directors if they choose to do so, and in such event, the holders of the
  remaining shares will not be able to elect any Directors. The ByLaws of the
  Company require that only a majority of the issued and outstanding shares of
  Common Stock of the Company need be represented to constitute a quorum and to
  transact business at a shareholders' meeting. The Common Stock has no
  preemptive, subscription or conversion rights and is not redeemable by the
  Company.
  
  PREFERRED STOCK
  
  The Company is authorized to issue 1,000,000 shares of the Preferred Stock, none
  of which are issued or outstanding.
  
  NASD OTC BULLETIN BOARD
  
  The Company's Common Stock is traded on the NASD Over the Counter Bulletin Board
  under the symbol "MIGR." As such, the Company's Common Stock is covered by a
  Securities and Exchange Commission rule that imposes additional sales practice
  requirements on broker-dealers who sell such securities to persons other than
  established customers and accredited investors (generally institutions with
  assets in excess of $5,000,000 or individuals with net worth in excess of
  $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their
  spouse). For transactions covered by the rule, the broker-dealer must make a
  special suitability determination for the purchaser and receive the purchaser's
  written agreement to the transaction prior to the sale. Consequently, the rule
  may affect the ability of broker-dealers to sell the Company's securities and
  also may affect the ability of purchasers in this offering to sell their shares
  in the secondary market.
  
  TRANSFER AGENT
  
  The Transfer Agent for the shares of Common Stock is Interwest Transfer Company,
  P.O. Box 17136, Salt Lake City, Utah 84117.
  
  
  
  <PAGE>   15
  
                                    LEGAL MATTERS
  
  Certain legal matters in connection with the securities being offered hereby
  will be passed upon for the Company by Atlas, Pearlman, Trop & Borkson, P.A.,
  200 East Las Olas Boulevard, Suite 1900, Fort Lauderdale, Florida 33301.
  
                                       EXPERTS
  
  The consolidated financial statements of the Company appearing in the Company's
  Annual Report on Form 10-KSB, for the fiscal year ended December 31, 1997, filed
  on April 15, 1998, have been audited by King Griffin & Adamson P.C., Independent
  Certified Public Accountants, as set forth in their report thereon included
  therein and incorporated herein by reference. Such financial statements are, and
  audited financial statements to be included in subsequently filed documents will
  be, incorporated herein in reliance upon the reports of King Griffin & Adamson
  P.C. pertaining to such financial statements (to the extent covered by consents
  filed with the Securities and Exchange Commission) given upon the authority of
  such firm as experts in accounting and auditing.
  
                                   INDEMNIFICATION
  
  The Florida Business Corporation Act (the "Corporation Act") permits the
  indemnification of directors, employees, officers and agents of Florida
  corporations. The Company's Articles of Incorporation (the "Articles") and
  Bylaws provide that the Company shall indemnify its directors and officers to
  the fullest extent permitted by the Corporation Act. Insofar as indemnification
  for liabilities arising under the Corporation Act may be permitted to directors,
  officers or persons controlling the Company pursuant to the foregoing
  provisions, the Company has been informed that, in the opinion of the
  Commission, such indemnification is against public policy as expressed in the
  Act and is therefore unenforceable.
  
  Insofar as indemnification for liabilities arising under the Securities Act of
  1933 may be permitted to directors, officers or persons controlling the Company
  pursuant to the foregoing provisions, the Company has been informed that in the
  opinion of the Securities and Exchange Commission, such indemnification is
  against public policy as express in the act and is therefore unenforceable.
  
  The Articles of Incorporation and Bylaws of the Company require the Company to
  indemnify its Directors and officers to the fullest extent permitted by the
  Business Corporation Act of the State of Florida.
  
  The above indemnification provisions notwithstanding, the Company is aware that
  insofar as indemnification for liabilities arising under the Securities Act of
  1933 may be permitted to directors, officers or persons controlling the Company
  pursuant to the foregoing provisions, the Company has been informed that in the
  opinion of the Securities and Exchange Commission, such indemnification is
  against public policy as express in the act and is therefore unenforceable.
  
  
  
  <PAGE>   16
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
  The documents listed in (a) through (d) below are incorporated by reference in
  the Registration Statement. All reports and documents subsequently filed by the
  Registrant pursuant to Sections 13(a), 13(c), 14 or 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 in the Registration Statement and to be part
  thereof from the date of filing of such documents. Any statement incorporated by
  reference herein shall be deemed to be modified or superseded for purposes of
  this Prospectus to the extent that a statement contained herein or in any other
  subsequently filed document, which also is or is deemed to be incorporated by
  reference herein, modifies or supersedes such statement. Any statement modified
  or superseded shall not be deemed, except as so modified or superseded, to
  constitute part of this Prospectus.
  
       (a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
  December 31, 1997, filed on April 15, 1998.
  
       (b) The Company's Quarterly Report on Form 10-QSB for the quarter ended
  March 31, 1998, filed May 20, 1998.
  
       (c) The Company's Quarterly Report on Form 10-QSB for the quarter ended
  June 30, 1998, filed, August 19, 1998.
  
       (d) The Company's Quarterly Report on Form 10-QSB for the quarter ended
  September 30, 1998, filed November 23, 1998.
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
  The class of securities to be offered hereby is registered under Section 15(d)
  of the Securities Exchange Act of 1934, as amended. A description of the
  Registrant's securities is set forth in the Prospectus incorporated as a part of
  this Registration Statement.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
  Not Applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
  The Florida Business Corporation Act (the "Corporation Act") permits the
  indemnification of directors, employees, officers and agents of Florida
  corporations. The Company's Articles of Incorporation (the "Articles") and
  Bylaws provide that the Company shall indemnify its directors and officers to
  the fullest extent permitted by the Corporation Act. Insofar as indemnification
  for liabilities arising under the Act may be permitted to directors, officers or
  persons controlling the Company pursuant to the foregoing 
  
  <PAGE>   17
  
  provisions, the Company has been informed that, in the opinion of the
  Commission, such indemnification is against public policy as expressed in the
  Act and is therefore unenforceable.
  
  Insofar as indemnification for liabilities arising under the Securities Act of
  1933 may be permitted to directors, officers or persons controlling the Company
  pursuant to the foregoing provisions, the Company has been informed that in the
  opinion of the Securities and Exchange Commission, such indemnification is
  against public policy as express in the act and is therefore unenforceable.
  
  The Articles of Incorporation and Bylaws of the Company require the Company to
  indemnify its Directors and officers to the fullest extent permitted by the
  Business Corporation Act of the State of Florida.
  
  The above indemnification provisions notwithstanding, the Company is aware that
  insofar as indemnification for liabilities arising under the Securities Act of
  1933 may be permitted to directors, officers or persons controlling the Company
  pursuant to the foregoing provisions, the Company has been informed that in the
  opinion of the Securities and Exchange Commission, such indemnification is
  against public policy as express in the act and is therefore unenforceable.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
  
  Inasmuch as the employees, executives, directors and consultants who received
  the Shares of the Company will be either knowledgeable, sophisticated or have
  access to comprehensive information relevant to the Company, such transaction
  was undertaken in reliance on the exemption from registration provided by
  Section 4(2) of the Act. Alternatively, the Company will rely upon the
  exemptions afforded by Regulation D under the Act. As a condition precedent to
  such grant, such security holders were, or will be, required to express an
  investment intent and consent to the imprinting of a restrictive legend on each
  stock certificate to be received from the Registrant.
  
  ITEM 8.  EXHIBITS
  
  EXHIBIT                    DESCRIPTION
  
  (4)       MigraTEC, Inc., 1999 Stock Option Plan.
  
  (5)       Opinion of Atlas, Pearlman, Trop & Borkson, P.A., relating to the
            issuance of shares of Common Stock pursuant to the MigraTEC, Inc.,
            1999 Stock Option Plan and the Work For Hire Agreement.
  
  (10)      Work For Hire Agreement between the Company, Jeff Clignett and Duane
            A. Barnes dated October 5, 1998.
  
  (24.1)    Consent of Atlas, Pearlman, Trop & Borkson, P.A., included in the
            opinion filed as exhibit (5) hereto.
  
  (24.2)    Consent of King Griffin & Adamson P.C.
  
  
  
  <PAGE>   18
  
  ITEM 9.  UNDERTAKINGS
  
  (1) The undersigned Registrant hereby undertakes:
  
       (a) To file, during any period in which offerings 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;
  
       (b) That, for the purposes of determining any liability under the Act, 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; 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 Act, each filing of the Registrant's annual
  report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
  where applicable, each filing of an employee benefit plan's annual report
  pursuant to Section 15(d) of the Exchange Act) 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 Act 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 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 of 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.
  
  <PAGE>   19
  
                                     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 Farmers Branch and the State of Texas, on the 12th
  day of March, 1999.
  
                                  MIGRATEC, INC.
  
  
                                  By:  /s/  W. CURTIS OVERSTREET          
                                       -------------------------------------------
                                       W. Curtis Overstreet
                                       President and Chief Executive Officer
  
  
  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.
  
  <TABLE>
  <CAPTION>
                   SIGNATURE                                      TITLE                              DATE
  -----------------------------------------------------------------------------------------------------------------
  <S>                                           <C>                                             <C>
                                                 Principal Executive Officer, President
    /s/  W. CURTIS OVERSTREET                    and Director                                     March 12, 1999
  ----------------------------------------
  W. Curtis Overstreet
  
    /s/  BENJAMIN SWIRSKY                        Chairman of the Board and Director               March 12, 1999
  ----------------------------------------
  Benjamin Swirsky
  
                                                 
    /s/  MARK C. MYERS                           Principal Financial Officer and                  March 12, 1999
  ----------------------------------------       Secretary
  Mark C. Myers
  
    /s/  DEANE WATSON, JR.                       Director                                         March 12, 1999
  ----------------------------------------
  Deane Watson, Jr.
  
    /s/  CYNTHIA K. ALDERMAN                     Principal Accounting Officer                     March 12, 1999
  ----------------------------------------
  Cynthia K. Alderman
  
                       
    /s/  MARCUS A. ROWAN                         Vice-Chairman of the Board and                   March 12, 1999
  ----------------------------------------       Director
  Marcus A. Rowan
  
    /s/  RICHARD A. GRAY, JR.                    Director                                         March 12, 1999
  ----------------------------------------
  Richard A. Gray, Jr.
  </TABLE>
  
  
  
  
  <PAGE>   20
  
  
                                    EXHIBIT INDEX
  
                                   MIGRATEC, INC.
  
  <TABLE>
  <CAPTION>
  EXHIBIT
  NUMBER              DESCRIPTION               
  ------              -----------
  <S>                 <C>
  (4)                 MigraTEC, Inc., 1999 Stock Option
                      Plan
  
  (5)                 Opinion of Atlas, Pearlman, Trop &
                      Borkson, P.A., relating to the
                      issuance of shares of Common Stock
                      pursuant to the 1999 Stock Option
                      Plan and Work for Hire Agreement
  
  (10)                Work for Hire Agreement between the
                      Company, Jeff Clignett and Duane A.
                      Barnes dated October 5, 1998
  
  (24.1)              Consent of Atlas, Pearlman, Trop &
                      Borkson, P.A., included in the
                      opinion filed as exhibit (5) hereto
  
  (24.2)              Consent of King Griffin & Adamson P.C.
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 57302}]
metadata_filer: {"company-data": {"conformed-name": "MIGRATEC INC", "cik": "0000850599", "assigned-sic": "2721", "irs-number": "650125664", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74309", "film-number": "99563930"}, "business-address": {"street1": "5 CAMPUS CIRCLE", "street2": "SUITE1 00", "city": "WESTLAKE", "state": "TX", "zip": "76262", "phone": "7189654172"}, "mail-address": {"street1": "5 CAMPUS CIRCLE", "street2": "SUITE 100", "city": "WESTLAKE", "state": "TX", "zip": "76262"}, "former-company": [{"former-conformed-name": "ONE UP CORP", "date-changed": "19960417"}, {"former-conformed-name": "NEW YORK ACQUISITIONS INC", "date-changed": "19940808"}]}
text: 1
                         Securities and Exchange Commission
                                Washington D.C. 20549
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                   MIGRATEC, INC.
                 (Exact name of issuer as specified in its charter)
  
               FLORIDA                                         65-0125664
   (State of other jurisdiction of                          (I.R.S. Employer
   incorporation or organization)                          Identification No.)
  
                       12801 NORTH STEMMONS FREEWAY, SUITE 710
                             FARMERS BRANCH, TEXAS 75234
            (Address, including zip code, of principal executive offices)
  
                       MIGRATEC, INC., 1999 STOCK OPTION PLAN
                                         AND
                               WORK FOR HIRE AGREEMENT
                              (Full title of the plans)
  
                           W. CURTIS OVERSTREET, PRESIDENT
                       12801 NORTH STEMMONS FREEWAY, SUITE 710
                             FARMERS BRANCH, TEXAS 75234
                                   (972) 969-0300
   (Name, address and telephone number, including area code, of agent for service)
  
                                      Copy to:
  
                                James Schneider, Esq.
                        Atlas, Pearlman, Trop & Borkson, P.A.
                       200 East Las Olas Boulevard, Suite 1900
                           Fort Lauderdale, Florida 33301
                                   (954) 763-1200
  
                           CALCULATION OF REGISTRATION FEE
  Proposed Maximum      Proposed Maximum
           Title of Shares             Amount To Be        Offering Price      Aggregate Offering       Amount of
          To Be Registered              Registered          Per Share (1)         Price (1) (2)     Registration Fee
  --------------------------------------------------------------------------------------------------------------------
  Common Stock, no par value (1)           2,000,000 (1)          $  0.33 (1)           $ 660,000 (1)      $  183.48 (1)
  Common Stock, no par value (2)             200,000 (2)          $  0.12 (2)           $  24,000 (2)      $    6.68 (2)
                                          ----------                                    ---------          ---------
       Total                               2,200,000                                    $ 684,000          $  190.16
                                           =========                                    =========          =========
  (1)  Estimated solely for the purpose of computing the amount of the
       registration fee in accordance with Rule 457(c) under the Securities Act
       based upon the average of the bid and ask price ($0.33) for the Common
       Stock, no par value, per share (the "Common Stock"), as reported by NASD
       Over the Counter Bulletin Board on March 9, 1999.
  
  (2)  Calculated pursuant to Rule 457(h)(1) based on the price at which the
       options are exercisable.
  2
  
                                   MIGRATEC, INC.
  
           CROSS REFERENCE SHEET REQUIRED BY ITEM 501(B) OF REGULATION S-K
  Form S-8 Item Number and Caption              Caption in Prospectus
         --------------------------------         --------------------------------
  1.  Forepart of Registration              Facing Page of
             Statement and Outside                 Registration Statement
             Front Cover Page of                   and Cover Page of
             Prospectus                            Prospectus
  
         2.  Inside Front and Outside              Inside Cover Page of
             Back Cover Pages of                   Prospectus and Outside
             Prospectus                            Cover Page of Prospectus
  
         3.  Summary Information, Risk             Not Applicable
             Factors and Ratio of
             Earnings to Fixed Charges
  
         4.  Use of Proceeds                       Not Applicable
  
         5.  Determination of Offering             Not Applicable
             Price
  
         6.  Dilution                              Not Applicable
  
         7.  Selling Security Holders              Not Applicable
  
         8.  Plan of Distribution                  Cover Page of Prospectus
                                                   and Sales by Selling
                                                   Security Holders
  
         9.  Description of Securities             Description of Securities;
             to be Registered                      MigraTEC, Inc., 1997
                                                   Stock Option Plan
  
        10.  Interests of Named Experts            Legal Matters
             and Counsel
  
        11.  Material Changes                      Not Applicable
  
        12.  Incorporation of Certain              Incorporation of Certain
             Information by Reference              Documents by Reference
  
        13.  Disclosure of Commission              Indemnification
             Position on
             Indemnification for
             Securities Act Liabilities
  3
  
  PROSPECTUS
                                   MIGRATEC, INC.
  
                   2,200,000 SHARES OF COMMON STOCK, NO PAR VALUE
  
                                 Issued Pursuant to
                     the MigraTEC, Inc., 1999 Stock Option Plan
                                         and
                               Work For High Agreement
  
  This Prospectus is part of a Registration Statement which registers an aggregate
  of 2,200,000 shares of Common Stock, no par value (such shares being
  collectively referred to as the "Shares") of MigraTEC, Inc. (the "Company"). An
  aggregate of (i) 200,000 of the Shares may be issued, as set froth herein, to
  consultants of the Company upon the exercise of options at an exercise price of
  $0.12 per share; and (ii) up to 2,000,000 of the Shares may be issued, as set
  forth herein, to officers, directors, employees and consultants of the Company
  pursuant to the exercise of non-qualified or incentive stock options to purchase
  shares of Common Stock under and in accordance with the MigraTEC, Inc., 1999
  Stock Option Plan (the "Plan") (the Plan covers the issuance of up to 2,000,000
  shares of Common Stock), and separate stock option agreements with employees,
  officers, directors and consultants (the "Option Agreements") (such options
  being collectively referred to as "Options"). All of the Options or Shares have
  been, or will be, granted or issued to such officers, directors, employees and
  consultants pursuant to individual written option agreements. Individuals or
  entities that are granted Options or issued Shares may sometimes hereafter be
  collectively referred to as the "Selling Security Holders." The Selling Security
  Holders may sell all or a portion of the Shares from time to time in the
  over-the-counter market, in negotiated transactions, directly or through brokers
  or otherwise, and at market prices prevailing at the time of such sales or at
  negotiated prices. The Company will not receive any proceeds from such sales
  except upon exercise of the Options.
  
  No person has been authorized by the Company to give any information or to make
  any representation other than as contained in this Prospectus, and if given or
  made, such information or representation must not be relied upon as having been
  authorized by the Company. Neither the delivery of this Prospectus nor any
  distribution of the Shares issuable upon exercise of the Options or under the
  terms of the Agreements shall, under any circumstances, create any implication
  that there has been no change in the affairs of the Company since the date
  hereof.
  
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
  EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR ADEQUACY OF
  THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
  
  This Prospectus does not constitute an offer to sell securities in any state to
  any person to whom it is unlawful to make such offer in such state.
  
                   The date of this Prospectus is March 12, 1999.
  4
  
                                AVAILABLE INFORMATION
  
  The Company is subject to the informational requirements of the Securities
  Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
  therewith, files reports, proxy statements and other information with the
  Securities and Exchange Commission (the "Commission"). Reports, proxy statements
  and other information filed with the Commission can be inspected and copied at
  the public reference facilities of the Commission at 450 Fifth Street N.W.,
  Washington D.C. 20549. Copies of this material can also be obtained at
  prescribed rates from the Public Reference Section of the Commission at its
  principal office at 450 Fifth Street N.W., Washington D.C. 20549. The Commission
  also maintains a website on the internet that contains reports, proxy and
  information statements and other information regarding registrants that file
  electronically with the Commission at http://www.sec.gov. The Company's Common
  Stock is traded on the NASD Over-the-Counter Bulletin Board under the symbol
  "MIGR."
  
  The Company has filed with the Commission a Registration Statement on Form S-8
  (the "Registration Statement") under the Securities Act of 1933, as amended (the
  "Act"), with respect to the Shares. This Prospectus, which is Part I of the
  Registration Statement, omits certain information contained in the Registration
  Statement. For further information with respect to the Company and the Shares
  offered by this Prospectus, reference is made to the Registration Statement,
  including the exhibits thereto. Statements in this Prospectus as to any document
  are not necessarily complete, and where any such document is an exhibit to the
  Registration Statement or is incorporated by reference herein, each such
  statement is qualified in all respects by the provisions of such exhibit or
  other document, to which reference is hereby made, for a full statement of the
  provisions thereof. A copy of the Registration Statement, with exhibits, may be
  obtained from the Commission's office in Washington D.C. (at the above address)
  upon payment of the fees prescribed by the rules and regulations of the
  Commission, or examined there without charge or at the Commission's website at
  http://www.sec.gov.
  
                   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
  The following documents filed by the Company with the Securities and Exchange
  Commission are incorporated herein by reference and made a part hereof:
  
       (a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
  December 31, 1997, filed on April 15, 1998.
  
       (b) The Company's Quarterly Report on Form 10-QSB for the quarter ended
  March 31, 1998, filed May 20, 1998.
  
       (c) The Company's Quarterly Report on Form 10-QSB for the quarter ended
  June 30, 1998, filed, August 19, 1998.
  
       (d) The Company's Quarterly Report on Form 10-QSB for the quarter ended
  September 30, 1998, filed November 23, 1998.
  
  All reports and documents filed by the Company pursuant to Section 13, 14 or
  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 securities then remaining unsold, shall be deemed to be
  incorporated by reference herein and to be a part hereof from the respective
  date of filing of such
  5
  
  documents. Any statement incorporated by reference herein shall be deemed to be
  modified or superseded for purposes of this Prospectus to the extent that a
  statement contained herein or in any other subsequently filed document, which
  also is or is deemed to be incorporated by reference herein, modifies or
  supersedes such statement. Any statement modified or superseded shall not be
  deemed, except as so modified or superseded, to constitute part of this
  Prospectus.
  
  The Company hereby undertakes to provide without charge to each person,
  including any beneficial owner, to whom a copy of the Prospectus has been
  delivered, on the written request of any such person, a copy of any or all of
  the documents referred to above which have been or may be incorporated by
  reference in this Prospectus, other than exhibits to such documents. Written
  requests for such copies should be directed to Corporate Secretary, MigraTEC,
  Inc., 12801 North Stemmons Freeway, Suite 710, Farmers Branch, Texas 75234.
  6
  
                                     THE COMPANY
  
  MigraTEC, Inc. (the "Company" or "MigraTEC") is a provider of software products
  and services which address both the Year 2000 ("Y2K") challenge and the need for
  companies to migrate existing software applications to new and more efficient
  hardware and software platforms.
  
  Migration is the process of making all changes necessary to move an
  organization's current software applications from an existing operating system
  to a new target operating system in order to utilize advancing technology and
  meet changing business requirements. Migration allows companies to retain the
  functionality and business processes which have been developed in their existing
  software applications while gaining the efficiencies which result from moving
  the software applications to more advanced technology platforms. Migration
  avoids the business interruption, retraining and re-engineering problems created
  when a software application is totally replaced. Thus, migration not only
  extends the productive life of existing software applications, which have
  already been developed at significant cost, but also preserves the business
  logic and consistency of the existing software application, ensuring continued
  ease of ongoing maintenance of the software.
  
  MigraTEC's software technology has been utilized in over 400 migration projects,
  facilitated either directly by the Company or through a license of previous
  technology of the Company to IBM. Successful migration projects performed by the
  Company include Caterpillar Inc., Ameritech Inc., USAA Insurance, Duke Energy,
  Bell Sygma, The Sabre Group Inc., Payless ShoeSource Inc., Group I Software
  Europe Ltd. and AutoTester Inc., including follow-up projects at Duke Energy,
  Bell Sygma, Ameritech Inc. and The Sabre Group Inc.
  
  In order to facilitate the Company's transition from its prior dependency on the
  revenues generated from the IBM software license, a new management team was
  brought into the Company in 1997 to implement a turnaround plan based on further
  developing MigraTEC's proprietary core software technology and establishing the
  Company as a technology partner of large strategically positioned companies.
  Currently, MigraTEC is focused on further developing its proprietary technology
  to serve as the foundation for an advanced universal migration software tool
  designed to facilitate the transition between numerous computer languages and
  operating platforms. The Company intends to utilize the enhanced technology to
  facilitate its provision of migration services and to generate additional
  revenues through the licensing of the technology to large computer products and
  services organizations.
  
  With rapid technological changes occurring in today's marketplace, such as the
  move to the Internet, Windows and WindowsNT, the development of 64 bit
  processors, Y2K compliance issues, and the advent of the introduction of the
  European Monetary Unit, management believes that MigraTEC's proprietary software
  technology represents an attractive resource for companies seeking access to
  technology that will allow them to respond to these challenges and market
  opportunities. MigraTEC's proprietary technology is designed to automate a
  significant amount of the migration process by identifying critical code
  elements in the software to be migrated thereby automating a high percentage of
  the changes required. In June of 1998, the Company submitted a patent
  application covering certain processes relating to the "core" portion of its
  proprietary software technology.
  
  The Company is designing its software products so they can be used:
  
       o    by MigraTEC to provide a variety of services for its business
            customers,
  7
  
       o    by individual businesses to correct or migrate their own client/server
            software applications, or
  
       o    by other services and/or systems integrators in order to facilitate
            their delivery of solutions and/or hardware to their customers.
  
  The first product to which the Company has applied its enhanced technology is
  MigraTEC2000, a Y2K software tool to remediate Y2K problems for client/server
  applications. The Company's MigraTEC2000 software product utilizes a parsing
  technology to perform the following: (1) an inventory of the current source code
  to ensure that all lines of code in the application are present for analysis and
  remediation, (2) an analysis of the code to ensure that all lines of code
  containing Y2K date related fields have been identified, and (3) an automated
  remediation of the code pursuant to parameters and instructions determined by
  the client. The patent application filed by the Company was related to the
  parsing technology incorporated into its MigraTEC2000 software product. Parsing
  technology, which management believes is superior to scanning technologies, is a
  technology that analyzes the structural relationships contained within computer
  program code. The superiority that parsing technology achieves is in the
  identification of not only the obvious names of program elements but also the
  numerous and subtle ways in which those elements interact with each other to
  produce secondary effects.
  
  MigraTEC, Inc., was organized under the State of Florida in February 1989, under
  the name New York Acquisitions, Inc. On February 29, 1996, the Company acquired
  all of the capital stock of One Up Corporation in a reverse acquisition and
  changed its name to One Up Corporation. Thereafter, on February 16, 1998, the
  Company changed its name to MigraTEC, Inc. The address and telephone number of
  the Company's executive offices are: 12801 North Stemmons Freeway, Suite 710,
  Farmers Branch, Texas 75234, telephone number (972) 969-0300, facsimile number
  (972) 969-0315.
  8
  
                       MIGRATEC, INC., 1999 STOCK OPTION PLAN
  
  INTRODUCTION
  
  The following descriptions summarize certain provisions of the Plan and the form
  of agreements to be entered into by recipients of options thereunder. Such
  summaries do not purport to be complete and are qualified by reference to the
  full text of the Plan and form of agreement. A copy of the Plan is on file as an
  exhibit to the Registration Statement of which this Prospectus is a part. Each
  person receiving an option under the Plan should read the Plan and related
  option agreement in its entirety.
  
  The Company's 1999 Stock Option Plan was adopted by its Board of Directors on
  March 1, 1999, effective as of that date. Under the Plan, the Company had
  reserved an aggregate of 2,000,000 shares of Common Stock for issuance pursuant
  to options granted under the Plan ("Plan Options").
  
  The purpose of the Plan is to encourage stock ownership by officers, directors,
  employees and consultants of the Company, and to give such persons a greater
  personal interest in the success of the Company's business and an added
  incentive to continue to advance and contribute to the Company. The Board of
  Directors of the Company, or a committee designated thereunder, which currently
  oversees compensation matters, will administer the Plan including, without
  limitation, the selection of the persons who will be granted Plan Options under
  the Plan, the type of Plan Options to be granted, the number of shares subject
  to each Plan Option and the Plan Option price.
  
  Plan Options granted under the Plan may either be options qualifying as
  incentive stock options ("Incentive Options") under Section 422 of the Internal
  Revenue Code of 1986, as amended, or options that do not so qualify
  ("Non-Qualified Options"). In addition, the Plan also allows for the inclusion
  of a reload option provision ("Reload Option"), which permits an eligible person
  to pay the exercise price of the Plan Option with shares of Common Stock owned
  by the eligible person and receive a new Plan Option to purchase shares of
  Common Stock equal in number to the tendered shares. As discussed hereafter, any
  Incentive Option granted under the Plan must provide for an exercise price of
  not less than 100% of the fair market value of the underlying shares on the date
  of such grant, but the exercise price of any Incentive Option granted to an
  eligible employee owning more than 10% of the outstanding Common Stock of the
  Company must not be less than 110% of such fair market value as determined on
  the date of the grant. The term of each Plan Option and the manner in which it
  may be exercised is determined by the Board of Directors or the Committee,
  provided that no Plan Option may be exercisable more than ten (10) years after
  the date of its grant and, in the case of an Incentive Option granted to an
  eligible employee owning more than 10% of the Common Stock, no more than five
  (5) years after the date of the grant.
  
  ELIGIBILITY
  
  Officers, directors, employees and consultants of the Company and its
  subsidiaries are eligible to receive Non-Qualified Options under the Plan. Only
  officers and employees of the Company who are employed by the Company or by any
  subsidiary thereof are eligible to receive Incentive Options.
  9
  
  ADMINISTRATION
  
  The Plan will be administered by the Company's Board of Directors or an
  underlying committee (the "Committee"). The Board of Directors or the Committee
  determines from time to time those officers, directors, employees and
  consultants of the Company or any of its subsidiaries to whom Plan Options are
  to be granted, the terms and provisions of the respective option agreements, the
  time or times at which such Plan Options shall be granted, the type of Plan
  Options to be granted, the dates such Plan Options become exercisable, the
  number of shares subject to each Plan Option, the purchase price of such shares
  and the form of payment of such purchase price. All other questions relating to
  the administration of the Plan, and the interpretation of the provisions thereof
  and of the related option agreements, are resolved by the Board of Directors or
  the Committee.
  
  SHARES SUBJECT TO AWARDS
  
  The Company has reserved 2,000,000 of its authorized but unissued shares of
  Common Stock or shares maintained in the treasury of the Company for issuance
  under the Plan, and a maximum of 2,000,000 shares may be issued thereunder
  unless the Plan is subsequently amended. In connection with the adoption and
  approval of the Plan, the Company's Board of Directors resolved that the
  aggregate number of total shares of the Company's Common Stock issuable under
  the Plan may not exceed 2,000,000 shares (subject to adjustment in the event of
  certain changes in the Company's capitalization) without further action by the
  Company's Board of Directors and shareholders, as required. Except for such
  limitation on the aggregate number of shares issuable under the Plan, there is
  no maximum or minimum number of shares of Common Stock as to which a Plan Option
  may be granted to any person. Shares used for Plan Options may be authorized and
  unissued shares or shares reacquired by the Company, including shares purchased
  in the open market. Shares covered by Plan Options which terminate unexercised
  will again become available for additional Plan Options, without decreasing the
  maximum number of shares issuable under the Plan, although such shares may also
  be used by the Company for other purposes.
  
  The Plan provides that, if the Company's outstanding shares are increased,
  decreased, exchanged or otherwise adjusted due to a share dividend, forward or
  reverse share split, recapitalization, reorganization, merger, consolidation,
  combination or exchange of shares, an appropriate and proportionate adjustment
  shall be made in the number or kind of shares subject to the Plan or subject to
  unexercised Plan Options and in the purchase price per share under such Plan
  Options. Any adjustment, however, does not change the total purchase price
  payable for the shares subject to outstanding Plan Options. In the event of the
  proposed dissolution or liquidation of the Company, a proposed sale of all or
  substantially all of the assets of the Company, a merger or tender offer for the
  Company's shares of Common Stock, the Board of Directors may declare that each
  Option granted under this Plan shall terminate as of a date to be fixed by the
  Board of Directors; provided that not less than thirty (30) days written notice
  of the date so fixed shall be given to each Eligible Person holding an Option,
  and each such Eligible Person shall have the right, during the period of thirty
  (30) days proceeding such termination, to exercise his Option as to all or any
  part of the Shares, including shares of stock as to which such Option would not
  otherwise be exercisable.
  10
  
  TERMS OF EXERCISE
  
  The Plan provides that the Plan Options granted thereunder shall be exercisable
  from time to time in whole or in part, unless otherwise specified in the
  agreement representing the Plan Options or by the Committee or by the Board of
  Directors. Each Plan Option may be exercised in whole or in part at any time
  during the period from the date of the grant until the end of the period covered
  by the Plan Option period.
  
  The Plan provides that, with respect to Incentive Stock Options, the aggregate
  fair market value (determined as of the time the option is granted) of the
  shares of Common Stock, with respect to which Incentive Stock Options are first
  exercisable by any option holder during any calendar year (including all
  incentive stock option plans of the Company, any parent or any subsidiaries
  which are qualified under Section 422 of the Internal Revenue Code of 1986)
  shall not exceed $100,000.
  
  EXERCISE PRICE
  
  The purchase price for shares subject to Incentive Stock Options must be at
  least 100% of the fair market value of the Company's Common Stock on the date
  the option is granted, except that the purchase price must be at least 110% of
  the fair market value in the case of an Incentive Stock Option granted to a
  person who is a "10% stockholder." A "10% stockholder" is a person who owns
  (within the meaning of Section 422(b)(6) of the Internal Revenue Code of 1986)
  at the time the Incentive Stock Option is granted, shares possessing more than
  10% of the total combined voting power of all classes of the outstanding shares
  of the Company, any parent or any subsidiaries. The Plan provides that fair
  market value shall be determined by the Board or the Committee in accordance
  with procedures which it may from time to time establish. If the purchase price
  is paid with consideration other than cash, the Board or the Committee shall
  determine the fair value of such consideration to the Company in monetary terms.
  
  The exercise price of Non-Qualified Options shall be determined by the Board of
  Directors or the Committee but not less than 55% of the fair market value (but
  in no event less than the par value) of one share of the Company's Common Stock
  on the date the Option is granted.
  
  The per share purchase price of shares subject to Plan Options granted under the
  Plan may be adjusted in the event of certain changes in the Company's
  capitalization, but any such adjustment shall not change the total purchase
  price payable upon the exercise in full of Plan Options granted under the Plan.
  
  MANNER OF EXERCISE
  
  Plan Options are exercisable under the Plan by delivery of written notice to the
  Company stating the number of shares with respect to which the Plan Option is
  being exercised, together with full payment of the purchase price therefor.
  Payment shall be in cash, checks, certified or bank cashier's checks, promissory
  notes secured by the Shares issued through exercise of the related Options,
  shares of Common Stock or in such other form or combination of forms which shall
  be acceptable to the Board of Directors or the Committee, provided that any loan
  or guarantee by the Company of the purchase price may only be made upon
  resolution of the Board or Committee that such loan or guarantee is reasonably
  expected to benefit the Company.
  11
  
  OPTION PERIOD
  
  All Incentive Stock Options shall expire on or before the tenth (10th)
  anniversary of the date the option is granted except as limited above.
  Non-Qualified Options shall expire ten (10) years and one (1) day from the date
  of grant unless otherwise provided under the terms of the option grant.
  
  TERMINATION
  
  All Plan Options are nonassignable and nontransferable, except by will or by the
  laws of descent and distribution, and during the lifetime of the optionee, may
  be exercised only by such optionee. If an optionee shall die (i) while an
  employee of the Corporation or a Subsidiary or (ii) within three months after
  termination of his employment with the Corporation or a Subsidiary because of
  his disability, or retirement or otherwise, his or her Options may be exercised,
  to the extent that the optionee shall have been entitled to do so on the date of
  his death or such termination of employment, by the person or persons to whom
  the optionee's right under the Option pass by will or applicable law, or if no
  such person has such right, by his executors or administrators, at any time, or
  from time to time.
  
  In the event of termination of employment because of his death while an employee
  or because of disability, his Options may be exercised not later than the
  expiration date specified in the Plan or one year after the optionee's death,
  whichever date is earlier, or in the event of termination of employment because
  of retirement or otherwise, not later than the expiration date specified in the
  Plan or one year after the optionee's death, whichever date is earlier.
  
  If an optionee's employment by the Corporation or a Subsidiary shall terminate
  because of his disability and such optionee has not died within the following
  three months, he may exercise his Options, to the extent that he shall have been
  entitled to do so at the date of the termination of his employment, at any time,
  or from time to time, but not later than the expiration date specified in the
  Option Agreement (or Grant Letter) or one year after termination of employment,
  whichever date is earlier.
  
  If an optionee's employment shall terminate by reason of his retirement in
  accordance with the terms of the Corporation's tax-qualified retirement plans,
  if any, or with the consent of the Board or the Stock Option Committee or
  involuntarily other than by termination for cause, and such optionee has not
  died within the following three months, he may exercise his Option to the extent
  he shall have been entitled to do so at the date of the termination of his
  employment, at any time and from to time, but not later than the expiration date
  specified in the Plan or thirty (30) days after termination of employment,
  whichever date is earlier. Termination for cause is defined by the Plan to mean;
  (i) termination of employment for cause as defined in the optionee's Employment
  Agreement or (ii) in the absence of an Employment Agreement for the optionee,
  termination of employment by reason of the optionee's commission of a felony,
  fraud or willful misconduct which has resulted, or is likely to result, in
  substantial and material damage to the Corporation or a Subsidiary, all as the
  Board of Directors or the Committee in its sole discretion may determine.
  
  If an optionee's employment shall terminate for any reason other than death,
  disability, retirement or otherwise, all right to exercise his Option shall
  terminate at the date of such termination of employment absent specific
  provisions in the optionee's Option Agreement.
  12
  
  MODIFICATION AND TERMINATION OF PLANS
  
  The Board of Directors or Committee may amend, suspend or terminate the Plan at
  any time. However, no such action may prejudice the rights of any optionee who
  has prior thereto been granted options under this Plan. Further, no amendment to
  this Plan which has the effect of (a) increasing the aggregate number of Shares
  subject to this Plan (except for adjustments due to changes in the Company's
  capitalization), or (b) changing the definition of "Eligible Person" under this
  Plan, may be effective unless and until approved by the Shareholders of the
  Company in the same manner as approval of this Plan is required. Any such
  termination of the Plan shall not affect the validity of any Plan Options
  previously granted thereunder. Unless the Plan shall thereto fore have been
  suspended or terminated by the Board of Directors, the Plan shall terminate on
  March 1, 2009.
  
  FEDERAL INCOME TAX EFFECTS
  
  The following discussion applies to the Plan and is based on federal income tax
  laws and regulations in effect on March 1, 1999. It does not purport to be a
  complete description of the federal income tax consequences of the Plan, nor
  does it describe the consequences of state, local or foreign tax laws which may
  be applicable. Accordingly, any person receiving a grant under the Plan should
  consult with his own tax adviser.
  
  The Plan is not subject to the provisions of the Employee Retirement Income
  Security Act of 1974 and is not qualified under Section 401(a) of the Internal
  Revenue Code of 1986, as amended (the "Code").
  
  An employee granted an Incentive Stock Option does not recognize taxable income
  either at the date of grant or at the date of its timely exercise. However, the
  excess of the fair market value of Common Stock received upon exercise of the
  Incentive Stock Option over the Option exercise price is an item of tax
  preference under Section 57(a)(3) of the Code and may be subject to the
  alternative minimum tax imposed by Section 55 of the Code. Upon disposition of
  stock acquired on exercise of an Incentive Stock Option, long-term capital gain
  or loss is recognized in an amount equal to the difference between the sales
  price and the Incentive Stock Option exercise price, provided that the option
  holder has not disposed of the stock within two years from the date of grant and
  within one year from the date of exercise. If the Incentive Stock Option holder
  disposes of the acquired stock (including the transfer of acquired stock in
  payment of the exercise price of an Incentive Stock Option) without complying
  with both of these holding period requirements ("Disqualifying Disposition"),
  the option holder will recognize ordinary income at the time of such
  Disqualifying Disposition to the extent of the difference between the exercise
  price and the lesser of the fair market value of the stock on the date the
  Incentive Stock Option is exercised (the value six months after the date of
  exercise may govern in the case of an employee whose sale of stock at a profit
  could subject him to suit under Section 16(b) of the Securities Exchange Act of
  1934) or the amount realized on such Disqualifying Disposition. Any remaining
  gain or loss is treated as a short-term or long-term capital gain or loss,
  depending on how long the shares are held. In the event of a Disqualifying
  Disposition, the Incentive Stock Option tax preference described above may not
  apply (although, where the Disqualifying Disposition occurs subsequent to the
  year the Incentive Stock Option is exercised, it may be necessary for the
  employee to amend his return to eliminate the tax preference item previously
  reported). The Company and its subsidiaries are not entitled to a tax deduction
  upon either exercise of an Incentive Stock Option or disposition of stock
  acquired pursuant to such an exercise, except to the extent that the Option
  holder recognized ordinary income in a Disqualifying Disposition.
  13
  
  If the holder of an Incentive Stock Option pays the exercise price, in full or
  in part, with shares of previously acquired Common Stock, the exchange should
  not affect the Incentive Stock Option tax treatment of the exercise. No gain or
  loss should be recognized on the exchange, and the shares received by the
  employee, equal in number to the previously acquired shares exchanged therefor,
  will have the same basis and holding period for long-term capital gain purposes
  as the previously acquired shares. The employee will not, however, be able to
  utilize the old holding period for the purpose of satisfying the Incentive Stock
  Option statutory holding period requirements. Shares received in excess of the
  number of previously acquired shares will have a basis of zero and a holding
  period which commences as of the date the Common Stock is issued to the employee
  upon exercise of the Incentive Stock Option. If an exercise is effected using
  shares previously acquired through the exercise of an Incentive Stock Option,
  the exchange of the previously acquired shares will be considered a disposition
  of such shares for the purpose of determining whether a Disqualifying
  Disposition has occurred.
  
  In respect to the holder of Non-Qualified Options, the option holder does not
  recognize taxable income on the date of the grant of the Non-Qualified Option,
  but recognizes ordinary income generally at the date of exercise in the amount
  of the difference between the option exercise price and the fair market value of
  the Common Stock on the date of exercise. However, if the holder of
  Non-Qualified Options is subject to the restrictions on resale of Common Stock
  under Section 16 of the Securities Exchange Act of 1944, such person generally
  recognizes ordinary income at the end of the six-month period following the date
  of exercise in the amount of the difference between the option exercise price
  and the fair market value of the Common Stock at the end of the six-month
  period. Nevertheless, such holder may elect within 30 days after the date of
  exercise to recognize ordinary income as of the date of exercise. The amount of
  ordinary income recognized by the option holder is deductible by the Company in
  the year that income is recognized.
  
  RESTRICTIONS UNDER SECURITIES LAWS
  
  The sale of the Shares must be made in compliance with federal and state
  securities laws. Officers, directors and 10% or greater shareholders of the
  Company, as well as certain other persons or parties who may be deemed to be
  "affiliates" of the Company under the Federal Securities Laws, should be aware
  that resales by affiliates can only be made pursuant to an effective
  Registration Statement, Rule 144 or any other applicable exemption. Officers,
  directors and 10% and greater stockholders may also be subject to the "short
  swing" profit rule of Section 16(b) of the Securities Exchange Act of 1934.
  
                               WORK FOR HIGH AGREEMENT
  
  On October 5, 1998, the Company entered into a Work For High Agreement with two
  individual consultants. In exchange for the consultants developing certain
  computer source codes for the Company, the Company granted the two consultants
  options to purchase an aggregate of 200,000 shares of Common Stock exercisable
  for a period of two (2) years beginning on the date the Company received the
  computer source code from the consultants at an exercise price of $0.12 per
  share.
  14
  
                              DESCRIPTION OF SECURITIES
  
  The Company is authorized to issue 200,000,000 shares of Common Stock, no par
  value per share (the "Common Stock"), and 1,000,000 shares of Redeemable
  Convertible 12% Preferred Stock, $1,000 par value per share (the "Preferred
  Stock"). As of March 8, 1999, there were 45,148,501 shares of Common Stock
  issued and outstanding and no shares of Preferred Stock outstanding.
  
  COMMON STOCK
  
  The Company is authorized to issue up to 200,000,000 shares ("Shares") of Common
  Stock, no par value per share. The holders of shares of Common Stock are
  entitled to share, on a ratable basis, such dividends as may be declared by the
  Board of Directors out of funds legally available therefor. Upon liquidation,
  dissolution or winding up of the Company, after payment to creditors and holders
  of any outstanding shares of Preferred Stock, the assets of the Company will be
  divided pro rata on a per Share basis among the holders of the Common Stock.
  
  Each share of Common Stock entitles the holders thereof, to one vote. Holders of
  Common Stock do not have cumulative voting rights, which means that the holders
  of more than 50% of shares voting for the election of Directors can elect all of
  the Directors if they choose to do so, and in such event, the holders of the
  remaining shares will not be able to elect any Directors. The ByLaws of the
  Company require that only a majority of the issued and outstanding shares of
  Common Stock of the Company need be represented to constitute a quorum and to
  transact business at a shareholders' meeting. The Common Stock has no
  preemptive, subscription or conversion rights and is not redeemable by the
  Company.
  
  PREFERRED STOCK
  
  The Company is authorized to issue 1,000,000 shares of the Preferred Stock, none
  of which are issued or outstanding.
  
  NASD OTC BULLETIN BOARD
  
  The Company's Common Stock is traded on the NASD Over the Counter Bulletin Board
  under the symbol "MIGR." As such, the Company's Common Stock is covered by a
  Securities and Exchange Commission rule that imposes additional sales practice
  requirements on broker-dealers who sell such securities to persons other than
  established customers and accredited investors (generally institutions with
  assets in excess of $5,000,000 or individuals with net worth in excess of
  $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their
  spouse). For transactions covered by the rule, the broker-dealer must make a
  special suitability determination for the purchaser and receive the purchaser's
  written agreement to the transaction prior to the sale. Consequently, the rule
  may affect the ability of broker-dealers to sell the Company's securities and
  also may affect the ability of purchasers in this offering to sell their shares
  in the secondary market.
  
  TRANSFER AGENT
  
  The Transfer Agent for the shares of Common Stock is Interwest Transfer Company,
  P.O. Box 17136, Salt Lake City, Utah 84117.
  15
  
                                    LEGAL MATTERS
  
  Certain legal matters in connection with the securities being offered hereby
  will be passed upon for the Company by Atlas, Pearlman, Trop & Borkson, P.A.,
  200 East Las Olas Boulevard, Suite 1900, Fort Lauderdale, Florida 33301.
  
                                       EXPERTS
  
  The consolidated financial statements of the Company appearing in the Company's
  Annual Report on Form 10-KSB, for the fiscal year ended December 31, 1997, filed
  on April 15, 1998, have been audited by King Griffin & Adamson P.C., Independent
  Certified Public Accountants, as set forth in their report thereon included
  therein and incorporated herein by reference. Such financial statements are, and
  audited financial statements to be included in subsequently filed documents will
  be, incorporated herein in reliance upon the reports of King Griffin & Adamson
  P.C. pertaining to such financial statements (to the extent covered by consents
  filed with the Securities and Exchange Commission) given upon the authority of
  such firm as experts in accounting and auditing.
  
                                   INDEMNIFICATION
  
  The Florida Business Corporation Act (the "Corporation Act") permits the
  indemnification of directors, employees, officers and agents of Florida
  corporations. The Company's Articles of Incorporation (the "Articles") and
  Bylaws provide that the Company shall indemnify its directors and officers to
  the fullest extent permitted by the Corporation Act. Insofar as indemnification
  for liabilities arising under the Corporation Act may be permitted to directors,
  officers or persons controlling the Company pursuant to the foregoing
  provisions, the Company has been informed that, in the opinion of the
  Commission, such indemnification is against public policy as expressed in the
  Act and is therefore unenforceable.
  
  Insofar as indemnification for liabilities arising under the Securities Act of
  1933 may be permitted to directors, officers or persons controlling the Company
  pursuant to the foregoing provisions, the Company has been informed that in the
  opinion of the Securities and Exchange Commission, such indemnification is
  against public policy as express in the act and is therefore unenforceable.
  
  The Articles of Incorporation and Bylaws of the Company require the Company to
  indemnify its Directors and officers to the fullest extent permitted by the
  Business Corporation Act of the State of Florida.
  
  The above indemnification provisions notwithstanding, the Company is aware that
  insofar as indemnification for liabilities arising under the Securities Act of
  1933 may be permitted to directors, officers or persons controlling the Company
  pursuant to the foregoing provisions, the Company has been informed that in the
  opinion of the Securities and Exchange Commission, such indemnification is
  against public policy as express in the act and is therefore unenforceable.
  16
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
  The documents listed in (a) through (d) below are incorporated by reference in
  the Registration Statement. All reports and documents subsequently filed by the
  Registrant pursuant to Sections 13(a), 13(c), 14 or 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 in the Registration Statement and to be part
  thereof from the date of filing of such documents. Any statement incorporated by
  reference herein shall be deemed to be modified or superseded for purposes of
  this Prospectus to the extent that a statement contained herein or in any other
  subsequently filed document, which also is or is deemed to be incorporated by
  reference herein, modifies or supersedes such statement. Any statement modified
  or superseded shall not be deemed, except as so modified or superseded, to
  constitute part of this Prospectus.
  
       (a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
  December 31, 1997, filed on April 15, 1998.
  
       (b) The Company's Quarterly Report on Form 10-QSB for the quarter ended
  March 31, 1998, filed May 20, 1998.
  
       (c) The Company's Quarterly Report on Form 10-QSB for the quarter ended
  June 30, 1998, filed, August 19, 1998.
  
       (d) The Company's Quarterly Report on Form 10-QSB for the quarter ended
  September 30, 1998, filed November 23, 1998.
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
  The class of securities to be offered hereby is registered under Section 15(d)
  of the Securities Exchange Act of 1934, as amended. A description of the
  Registrant's securities is set forth in the Prospectus incorporated as a part of
  this Registration Statement.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
  Not Applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
  The Florida Business Corporation Act (the "Corporation Act") permits the
  indemnification of directors, employees, officers and agents of Florida
  corporations. The Company's Articles of Incorporation (the "Articles") and
  Bylaws provide that the Company shall indemnify its directors and officers to
  the fullest extent permitted by the Corporation Act. Insofar as indemnification
  for liabilities arising under the Act may be permitted to directors, officers or
  persons controlling the Company pursuant to the foregoing
  17
  
  provisions, the Company has been informed that, in the opinion of the
  Commission, such indemnification is against public policy as expressed in the
  Act and is therefore unenforceable.
  
  Insofar as indemnification for liabilities arising under the Securities Act of
  1933 may be permitted to directors, officers or persons controlling the Company
  pursuant to the foregoing provisions, the Company has been informed that in the
  opinion of the Securities and Exchange Commission, such indemnification is
  against public policy as express in the act and is therefore unenforceable.
  
  The Articles of Incorporation and Bylaws of the Company require the Company to
  indemnify its Directors and officers to the fullest extent permitted by the
  Business Corporation Act of the State of Florida.
  
  The above indemnification provisions notwithstanding, the Company is aware that
  insofar as indemnification for liabilities arising under the Securities Act of
  1933 may be permitted to directors, officers or persons controlling the Company
  pursuant to the foregoing provisions, the Company has been informed that in the
  opinion of the Securities and Exchange Commission, such indemnification is
  against public policy as express in the act and is therefore unenforceable.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
  
  Inasmuch as the employees, executives, directors and consultants who received
  the Shares of the Company will be either knowledgeable, sophisticated or have
  access to comprehensive information relevant to the Company, such transaction
  was undertaken in reliance on the exemption from registration provided by
  Section 4(2) of the Act. Alternatively, the Company will rely upon the
  exemptions afforded by Regulation D under the Act. As a condition precedent to
  such grant, such security holders were, or will be, required to express an
  investment intent and consent to the imprinting of a restrictive legend on each
  stock certificate to be received from the Registrant.
  
  ITEM 8.  EXHIBITS
  
  EXHIBIT                    DESCRIPTION
  
  (4)       MigraTEC, Inc., 1999 Stock Option Plan.
  
  (5)       Opinion of Atlas, Pearlman, Trop & Borkson, P.A., relating to the
            issuance of shares of Common Stock pursuant to the MigraTEC, Inc.,
            1999 Stock Option Plan and the Work For Hire Agreement.
  
  (10)      Work For Hire Agreement between the Company, Jeff Clignett and Duane
            A. Barnes dated October 5, 1998.
  
  (24.1)    Consent of Atlas, Pearlman, Trop & Borkson, P.A., included in the
            opinion filed as exhibit (5) hereto.
  
  (24.2)    Consent of King Griffin & Adamson P.C.
  18
  
  ITEM 9.  UNDERTAKINGS
  
  (1) The undersigned Registrant hereby undertakes:
  
       (a) To file, during any period in which offerings 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;
  
       (b) That, for the purposes of determining any liability under the Act, 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; 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 Act, each filing of the Registrant's annual
  report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
  where applicable, each filing of an employee benefit plan's annual report
  pursuant to Section 15(d) of the Exchange Act) 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 Act 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 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 of 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.
  19
  
                                     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 Farmers Branch and the State of Texas, on the 12th
  day of March, 1999.
  
                                  MIGRATEC, INC.
  
                                  By:  /s/  W. CURTIS OVERSTREET          
                                       -------------------------------------------
                                       W. Curtis Overstreet
                                       President and Chief Executive Officer
  
  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
  -----------------------------------------------------------------------------------------------------------------
  Principal Executive Officer, President
    /s/  W. CURTIS OVERSTREET                    and Director                                     March 12, 1999
  ----------------------------------------
  W. Curtis Overstreet
  
    /s/  BENJAMIN SWIRSKY                        Chairman of the Board and Director               March 12, 1999
  ----------------------------------------
  Benjamin Swirsky
  
                                                 
    /s/  MARK C. MYERS                           Principal Financial Officer and                  March 12, 1999
  ----------------------------------------       Secretary
  Mark C. Myers
  
    /s/  DEANE WATSON, JR.                       Director                                         March 12, 1999
  ----------------------------------------
  Deane Watson, Jr.
  
    /s/  CYNTHIA K. ALDERMAN                     Principal Accounting Officer                     March 12, 1999
  ----------------------------------------
  Cynthia K. Alderman
  
                       
    /s/  MARCUS A. ROWAN                         Vice-Chairman of the Board and                   March 12, 1999
  ----------------------------------------       Director
  Marcus A. Rowan
  
    /s/  RICHARD A. GRAY, JR.                    Director                                         March 12, 1999
  ----------------------------------------
  Richard A. Gray, Jr.
  20
  
                                    EXHIBIT INDEX
  
                                   MIGRATEC, INC.
  EXHIBIT
  NUMBER              DESCRIPTION               
  ------              -----------
  (4)                 MigraTEC, Inc., 1999 Stock Option
                      Plan
  
  (5)                 Opinion of Atlas, Pearlman, Trop &
                      Borkson, P.A., relating to the
                      issuance of shares of Common Stock
                      pursuant to the 1999 Stock Option
                      Plan and Work for Hire Agreement
  
  (10)                Work for Hire Agreement between the
                      Company, Jeff Clignett and Duane A.
                      Barnes dated October 5, 1998
  
  (24.1)              Consent of Atlas, Pearlman, Trop &
                      Borkson, P.A., included in the
                      opinion filed as exhibit (5) hereto
  
  (24.2)              Consent of King Griffin & Adamson P.C.