content: <PAGE>   1
  
      As filed with the Securities and Exchange Commission on February 1, 2000
  
                                                        REGISTRATION NO. 333-_____
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                              -------------------------
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                     CYRK, INC.
               (Exact name of registrant as specified in its charter)
  
  <TABLE>
  <S>                                                                        <C>
                         DELAWARE                                                         04-3081657
  (State or other jurisdiction of incorporation or organization)             (I.R.S. Employer Identification No.)
  </TABLE>
  
  
                                     3 Pond Road
                                Gloucester, MA 01930
                 (Address of Principal Executive Offices) (Zip Code)
  
                          1993 EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plan)
  
                             PATRICIA J. LANDGREN, ESQ.
                                   GENERAL COUNSEL
                                     3 POND ROAD
                                GLOUCESTER, MA 01930
                       (Name and address of agent for service)
  
                                   (978) 283-5800
            (Telephone number, including area code, of agent for service)
  
                           Calculation of Registration Fee
  
  <TABLE>
  <CAPTION>
  ---------------------------------------------------------------------------------------------------------------------------
                                                             PROPOSED                 PROPOSED
      TITLE OF SECURITIES      AMOUNT TO BE              MAXIMUM OFFERING         MAXIMUM AGGREGATE              AMOUNT OF
       TO BE REGISTERED        REGISTERED (1)           PRICE PER SHARE (2)        OFFERING PRICE            REGISTRATION FEE
  
  <S>                            <C>                        <C>                       <C>                        <C>
        Common Stock             300,000                    $9.9375                   $2,981,250                 $787.05
  
  --------------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  
                                        II-1
  
  <PAGE>   2
  
  
  (1)  Plus such additional number of shares as may be required pursuant to the
       plan in the event of a stock dividend, stock split, recapitalization or
       other similar change in the common stock.
  
  (2)  This estimate is made pursuant to Rule 457(h)(1) under the Securities Act
       of 1933, as amended, solely for the purposes of determining the
       registration fee and is based upon average of the high and low prices of
       the common stock as reported on the Nasdaq National Market on January 31,
       2000.
  
  
  
                                        II-2
  
  
  <PAGE>   3
  
  
                                  EXPLANATORY NOTE
  
  
  This Registration Statement has been prepared in accordance with the
  requirements of Form S-8, as amended, and relates to an additional 300,000
  shares of Cyrk's common stock which represents an increase of shares reserved
  for issuance under our 1993 Employee Stock Purchase Plan approved by the Board
  of Directors and subsequently approved by our stockholders on November 10, 1999.
  Cyrk previously filed with the Securities and Exchange Commission a Registration
  Statement on Form S-8 (File No. 33-75194) on February 14, 1994 covering 150,000
  shares then reserved for issuance under the Plan and also filed a Registration
  Statement on form S-8 (File No. 333-45655) on February 5, 1998 covering an
  additional 150,000 shares then reserved for issuance under the Plan.
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE
  
  The Securities and Exchange Commission, or the SEC, allows us to "incorporate by
  reference" the information we file with them, which means:
  
       *    that we can disclose important information to you by referring you to
            those documents;
  
       *    the information incorporated by reference is considered to be part of
            this registration statement; and
  
       *    the information that we file later with the SEC will automatically
            update and supersede previously filed information, including
            information contained in this document.
  
  We incorporate by reference in this Registration Statement the following
  documents which were filed with the SEC under the Securities Exchange Act of
  1934:
  
       *    Cyrk's 1998 Annual Report on Form 10-K for the year ended December 31,
            1998, as amended by Cyrk's Form 10K/A filed on April 29, 1999 and Form
            10K/A filed on May 7, 1999.
  
       *    Cyrk's Quarterly Report on Form 10-Q for the quarter ended March 31,
            1999;
  
       *    Cyrk's Quarterly Report on Form 10-Q for the quarter ended June 30,
            1999;
  
  
  
                                        II-3
  
  
  <PAGE>   4
  
  
       *    Cyrk's Quarterly Report on form 10-Q for the quarter ended September
            30, 1999;
  
       *    Cyrk's Reports on Form 8-K filed on January 21, 1999 and September 3,
            1999;
  
       *    Cyrk's Proxy Statement for its Special Meeting in lieu of Annual
            Meeting of Stockholders filed on October 12, 1999;
  
       *    The description of Cyrk's common stock incorporated by reference into
            Cyrk's registration statement on Form 8-A filed with the SEC on June
            4, 1993 from Cyrk's registration statement on Form S-1 (SEC File No.
            33-63118) initially filed with the SEC on May 20, 1993.
  
  In addition, all documents filed by Cyrk after the initial filing date of this
  registration statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
  Securities Exchange Act of 1934 and prior to the filing of a post-effective
  amendment which indicates that all shares registered hereunder have been sold or
  which de-registers all shares then remaining unsold, shall be deemed to be
  incorporated by reference in this registration statement and to be a part hereof
  from the date of filing of such documents.
  
  You should rely only on information contained or incorporated by reference in
  this registration statement or its related prospectus. We have not authorized
  any other person to provide you with different information. If anyone provides
  you with different or inconsistent information, you should not rely on it. We
  are not making an offer to sell these securities in any jurisdiction where the
  offer or sale is not permitted.
  
  You may request free copies of these filings by writing or telephoning us at the
  following address:
  
            Cyrk, Inc.
            3 Pond Road
            Gloucester, Massachusetts  01930
            Attn:  Patricia J. Landgren, Esq.
            Tel:  (978) 283-5800
            e-mail: patricia.landgren@cyrk.com
  
  
  ITEM 4.   DESCRIPTION OF SECURITIES
  
  Not applicable.
  
  
  
                                        II-4
  
  
  <PAGE>   5
  
  
  
  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL
  
  The legality of the shares of common stock offered hereby has been passed upon
  for Cyrk by Choate, Hall & Stewart, 53 State Street, Exchange Place, Boston,
  Massachusetts 02109. Cameron Read is the Assistant Secretary of Cyrk and a
  partner at Choate, Hall & Stewart, and Choate, Hall & Stewart provides
  significant legal services to Cyrk.
  
  
  ITEM 6.   INDEMNIFICATION OF OFFICERS AND DIRECTORS
  
  Section 145 of the General Corporation Law of the State of Delaware provides
  that a corporation may indemnify a director, officer, employee or agent against
  expenses (including attorneys' fees), judgments, fines and for amounts paid in
  settlement in respect of or in successful defense of any action, suit or
  proceeding if he acted in good faith and in a manner he reasonably believed to
  be in, or not opposed to, the best interests of the corporation, and, with
  respect to any criminal action or proceeding, had no reasonable cause to believe
  his conduct was unlawful.
  
  Article VIII of Cyrk's Restated Certificate of Incorporation provides that no
  director of Cyrk shall be personally liable to Cyrk or its stockholders for
  monetary damages for breach of fiduciary duty as a director, except for
  liability (1) for any breach of the director's duty of loyalty to Cyrk or its
  stockholders, (2) for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of law, (3) under Section 174 of
  the Delaware General Corporation Law, or (4) for any transaction from which the
  director derived an improper personal benefit. Article VIII further provides
  that a director's personal liability shall be eliminated or limited in the
  future to the fullest extent permitted from time to time by the Delaware General
  Corporation Law.
  
  Article IX of Cyrk's Restated Certificate of Incorporation provides that Cyrk
  shall, to the fullest extent permitted from time to time under the Delaware
  General Corporation Law, indemnify each of its directors and officers against
  all expenses (including attorneys' fees), judgments, fines and amounts paid in
  settlement in respect of any action, suit or proceeding in which such director
  or officer may be involved or with which he may be threatened, while in office
  or thereafter, by reason of his or her actions or omissions in connection with
  services rendered directly or indirectly to Cyrk during his or her term of
  office, such indemnification to include prompt payment of expenses in advance of
  the final disposition of any such action, suit or proceeding.
  
  In addition, Cyrk has entered into Indemnification Agreements with certain of
  its directors which provide indemnification rights for them similar to those
  provided under Articles VIII and IX of Cyrk's Restated Certificate of
  Incorporation. Cyrk also maintains insurance policies which insure our directors
  and officers against certain liabilities which they may incur in their capacity
  as such.
  
  
  
                                        II-5
  
  <PAGE>   6
  
  
  
  
  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED
  
  Not applicable.
  
  
  ITEM 8.   EXHIBITS
  
  5.1  Opinion of Choate, Hall & Stewart as to the validity of the shares being
       registered.
  
  10.1 Cyrk's 1993 Employee Stock Purchase Plan, as amended.
  
  23.1 Consent of PricewaterhouseCoopers LLP.
  
  23.2 Consent of Choate, Hall & Stewart (included in Exhibit 5.1).
  
  24.1 Power of Attorney (part of signature page).
  
  
  ITEM 9.   UNDERTAKINGS
  
       (a)  Cyrk hereby undertakes:
  
            (1)  to file, during any period in which offers or sales are being
                 made, a post-effective amendment to this registration statement
                 to include any material information with respect to the plan of
                 distribution not previously disclosed in the registration
                 statement or any material change to such information in the
                 registration statement;
  
            (2)  that, for the purpose of determining any liability under the
                 Securities Act of 1933, as amended (the "SECURITIES 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
  
            (3)  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.
  
       (b)  Cyrk hereby undertakes that, for purposes of determining any liability
            under the Securities Act, each filing of Cyrk's annual report pursuant
            to Section 13(a) or Section 15(d) of the Securities Exchange of 1934,
            as amended, that is
  
  
  
                                        II-6
  
  <PAGE>   7
  
  
  
            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.
  
       (c)  Insofar as indemnification for liabilities arising under the
            Securities Act may be permitted to directors, officers and controlling
            persons of Cyrk pursuant to the foregoing provisions, or otherwise,
            Cyrk has been advised that in the opinion of the Commission such
            indemnification is against public policy as expressed in the
            Securities Act and is, therefore, unenforceable. In the event that a
            claim for indemnification against such liabilities (other than the
            payment by Cyrk of expenses incurred or paid by a director, officer or
            controlling person of Cyrk 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,
            Cyrk will, unless in the opinion of counsel the matter has been
            settled by controlling precedent, submit to a court of appropriate
            jurisdiction the question whether such indemnification by it is
            against public policy as expressed in the Securities Act and will be
            governed by the final adjudication of such issue.
  
  
  
  
                                        II-7
  
  
  <PAGE>   8
  
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, 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 Town of Gloucester, The Commonwealth of Massachusetts, on
  February 1, 2000.
  
  
                                       CYRK, INC.
  
                                          /s/ Patrick D. Brady
                                       By _______________________________________
                                          Patrick D. Brady, Co-Chief Executive
                                          Officer and Co-President
  
  
  We the undersigned directors of Cyrk, Inc. do hereby severally constitute and
  appoint Patrick D. Brady, Dominic F. Mammola and Patricia J. Landgren, and each
  of them singly, his true and lawful attorneys-in-fact and agents with full
  powers of substitution, for him and in his name, place and stead, in any and all
  capacities, to sign any and all amendments (including post-effective amendments)
  to this Registration Statement, and to file the same, with all exhibits thereto,
  and all documents in connection therewith, with the Securities and Exchange
  Commission, granting unto said attorneys-in-fact and agents, and each of them,
  full power and authority to do and perform each and every act and thing
  requisite and necessary to be in and about the premises, as fully to all intents
  and purposes as he might or could do in person, hereby ratifying and confirming
  all that said attorneys-in-fact and agents, or any of them, or their or his
  substitute or substitutes, may lawfully do or cause to be done by virtue
  thereof.
  
  Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates indicated.
  
           NAME                 TITLE/CAPACITY                     DATE
  
  /s/ Ronald W. Burkle
  ______________________           Chairman                   February 1, 2000
  Ronald W. Burkle
  
  
  /s/ Joseph Bartlett
  ______________________           Director                   February 1, 2000
  Joseph Bartlett
  
  
  
  
                                   II-8
  
  <PAGE>   9
  
  
  
  
  /s/ Patrick D. Brady
  ______________________       Director, Co-Chief           February 1, 2000
  Patrick D. Brady             Executive Officer &
                               Co-President
  
  
  /s/ Allan I. Brown
  ______________________       Director, Co-Chief           February 1, 2000
  Allan I. Brown               Executive Officer &
                               Co-President
  
  
  /s/ J. Anthony Kouba
  ______________________       Director                     February 1, 2000
  J. Anthony Kouba
  
  
  /s/ George Golleher
  ______________________       Director                     February 1, 2000
  George Golleher
  
  
  
  
  
  
                                        II-9
  
  
  
  <PAGE>   10
  
                                  INDEX TO EXHIBITS
  
  
  
  EXHIBIT NUMBER
  
        5.1      Opinion of Choate, Hall & Stewart as to the legality of the
                 shares being registered.
  
        10.1     Cyrk's 1993 Employee Stock Purchase Plan, as amended.
  
        23.1     Consent of PricewaterhouseCoopers LLP.
  
        23.2     Consent of Choate, Hall & Stewart (included in Exhibit 5.1).
  
        24.1     Power of Attorney (part of signature page).
  
  
  
  
  
                                      II-10
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "CYRK INC.", "secsgml_size_bytes": 17227}]
metadata_filer: {"company-data": {"conformed-name": "CYRK INC", "cik": "0000864264", "assigned-sic": "2300", "irs-number": "043081657", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-95893", "film-number": "519340"}, "business-address": {"street1": "3 POND RD", "city": "GLOUCESTER", "state": "MA", "zip": "01930", "phone": "5082835800"}, "mail-address": {"street1": "3 POND RD", "city": "GLOCESTER", "state": "MA", "zip": "01930"}, "former-company": {"former-conformed-name": "CYRK INTERNATIONAL INC", "date-changed": "19930521"}}
text: 1
  
      As filed with the Securities and Exchange Commission on February 1, 2000
  
                                                        REGISTRATION NO. 333-_____
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                              -------------------------
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                     CYRK, INC.
               (Exact name of registrant as specified in its charter)
  DELAWARE                                                         04-3081657
  (State or other jurisdiction of incorporation or organization)             (I.R.S. Employer Identification No.)
  3 Pond Road
                                Gloucester, MA 01930
                 (Address of Principal Executive Offices) (Zip Code)
  
                          1993 EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plan)
  
                             PATRICIA J. LANDGREN, ESQ.
                                   GENERAL COUNSEL
                                     3 POND ROAD
                                GLOUCESTER, MA 01930
                       (Name and address of agent for service)
  
                                   (978) 283-5800
            (Telephone number, including area code, of agent for service)
  
                           Calculation of Registration Fee
  ---------------------------------------------------------------------------------------------------------------------------
                                                             PROPOSED                 PROPOSED
      TITLE OF SECURITIES      AMOUNT TO BE              MAXIMUM OFFERING         MAXIMUM AGGREGATE              AMOUNT OF
       TO BE REGISTERED        REGISTERED (1)           PRICE PER SHARE (2)        OFFERING PRICE            REGISTRATION FEE
  Common Stock             300,000                    $9.9375                   $2,981,250                 $787.05
  
  --------------------------------------------------------------------------------------------------------------------------
  II-1
  2
  
  (1)  Plus such additional number of shares as may be required pursuant to the
       plan in the event of a stock dividend, stock split, recapitalization or
       other similar change in the common stock.
  
  (2)  This estimate is made pursuant to Rule 457(h)(1) under the Securities Act
       of 1933, as amended, solely for the purposes of determining the
       registration fee and is based upon average of the high and low prices of
       the common stock as reported on the Nasdaq National Market on January 31,
       2000.
  
                                        II-2
  3
  
                                  EXPLANATORY NOTE
  
  This Registration Statement has been prepared in accordance with the
  requirements of Form S-8, as amended, and relates to an additional 300,000
  shares of Cyrk's common stock which represents an increase of shares reserved
  for issuance under our 1993 Employee Stock Purchase Plan approved by the Board
  of Directors and subsequently approved by our stockholders on November 10, 1999.
  Cyrk previously filed with the Securities and Exchange Commission a Registration
  Statement on Form S-8 (File No. 33-75194) on February 14, 1994 covering 150,000
  shares then reserved for issuance under the Plan and also filed a Registration
  Statement on form S-8 (File No. 333-45655) on February 5, 1998 covering an
  additional 150,000 shares then reserved for issuance under the Plan.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE
  
  The Securities and Exchange Commission, or the SEC, allows us to "incorporate by
  reference" the information we file with them, which means:
  
       *    that we can disclose important information to you by referring you to
            those documents;
  
       *    the information incorporated by reference is considered to be part of
            this registration statement; and
  
       *    the information that we file later with the SEC will automatically
            update and supersede previously filed information, including
            information contained in this document.
  
  We incorporate by reference in this Registration Statement the following
  documents which were filed with the SEC under the Securities Exchange Act of
  1934:
  
       *    Cyrk's 1998 Annual Report on Form 10-K for the year ended December 31,
            1998, as amended by Cyrk's Form 10K/A filed on April 29, 1999 and Form
            10K/A filed on May 7, 1999.
  
       *    Cyrk's Quarterly Report on Form 10-Q for the quarter ended March 31,
            1999;
  
       *    Cyrk's Quarterly Report on Form 10-Q for the quarter ended June 30,
            1999;
  
                                        II-3
  4
  
       *    Cyrk's Quarterly Report on form 10-Q for the quarter ended September
            30, 1999;
  
       *    Cyrk's Reports on Form 8-K filed on January 21, 1999 and September 3,
            1999;
  
       *    Cyrk's Proxy Statement for its Special Meeting in lieu of Annual
            Meeting of Stockholders filed on October 12, 1999;
  
       *    The description of Cyrk's common stock incorporated by reference into
            Cyrk's registration statement on Form 8-A filed with the SEC on June
            4, 1993 from Cyrk's registration statement on Form S-1 (SEC File No.
            33-63118) initially filed with the SEC on May 20, 1993.
  
  In addition, all documents filed by Cyrk after the initial filing date of this
  registration statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
  Securities Exchange Act of 1934 and prior to the filing of a post-effective
  amendment which indicates that all shares registered hereunder have been sold or
  which de-registers all shares then remaining unsold, shall be deemed to be
  incorporated by reference in this registration statement and to be a part hereof
  from the date of filing of such documents.
  
  You should rely only on information contained or incorporated by reference in
  this registration statement or its related prospectus. We have not authorized
  any other person to provide you with different information. If anyone provides
  you with different or inconsistent information, you should not rely on it. We
  are not making an offer to sell these securities in any jurisdiction where the
  offer or sale is not permitted.
  
  You may request free copies of these filings by writing or telephoning us at the
  following address:
  
            Cyrk, Inc.
            3 Pond Road
            Gloucester, Massachusetts  01930
            Attn:  Patricia J. Landgren, Esq.
            Tel:  (978) 283-5800
            e-mail: patricia.landgren@cyrk.com
  
  ITEM 4.   DESCRIPTION OF SECURITIES
  
  Not applicable.
  
                                        II-4
  5
  
  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL
  
  The legality of the shares of common stock offered hereby has been passed upon
  for Cyrk by Choate, Hall & Stewart, 53 State Street, Exchange Place, Boston,
  Massachusetts 02109. Cameron Read is the Assistant Secretary of Cyrk and a
  partner at Choate, Hall & Stewart, and Choate, Hall & Stewart provides
  significant legal services to Cyrk.
  
  ITEM 6.   INDEMNIFICATION OF OFFICERS AND DIRECTORS
  
  Section 145 of the General Corporation Law of the State of Delaware provides
  that a corporation may indemnify a director, officer, employee or agent against
  expenses (including attorneys' fees), judgments, fines and for amounts paid in
  settlement in respect of or in successful defense of any action, suit or
  proceeding if he acted in good faith and in a manner he reasonably believed to
  be in, or not opposed to, the best interests of the corporation, and, with
  respect to any criminal action or proceeding, had no reasonable cause to believe
  his conduct was unlawful.
  
  Article VIII of Cyrk's Restated Certificate of Incorporation provides that no
  director of Cyrk shall be personally liable to Cyrk or its stockholders for
  monetary damages for breach of fiduciary duty as a director, except for
  liability (1) for any breach of the director's duty of loyalty to Cyrk or its
  stockholders, (2) for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of law, (3) under Section 174 of
  the Delaware General Corporation Law, or (4) for any transaction from which the
  director derived an improper personal benefit. Article VIII further provides
  that a director's personal liability shall be eliminated or limited in the
  future to the fullest extent permitted from time to time by the Delaware General
  Corporation Law.
  
  Article IX of Cyrk's Restated Certificate of Incorporation provides that Cyrk
  shall, to the fullest extent permitted from time to time under the Delaware
  General Corporation Law, indemnify each of its directors and officers against
  all expenses (including attorneys' fees), judgments, fines and amounts paid in
  settlement in respect of any action, suit or proceeding in which such director
  or officer may be involved or with which he may be threatened, while in office
  or thereafter, by reason of his or her actions or omissions in connection with
  services rendered directly or indirectly to Cyrk during his or her term of
  office, such indemnification to include prompt payment of expenses in advance of
  the final disposition of any such action, suit or proceeding.
  
  In addition, Cyrk has entered into Indemnification Agreements with certain of
  its directors which provide indemnification rights for them similar to those
  provided under Articles VIII and IX of Cyrk's Restated Certificate of
  Incorporation. Cyrk also maintains insurance policies which insure our directors
  and officers against certain liabilities which they may incur in their capacity
  as such.
  
                                        II-5
  6
  
  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED
  
  Not applicable.
  
  ITEM 8.   EXHIBITS
  
  5.1  Opinion of Choate, Hall & Stewart as to the validity of the shares being
       registered.
  
  10.1 Cyrk's 1993 Employee Stock Purchase Plan, as amended.
  
  23.1 Consent of PricewaterhouseCoopers LLP.
  
  23.2 Consent of Choate, Hall & Stewart (included in Exhibit 5.1).
  
  24.1 Power of Attorney (part of signature page).
  
  ITEM 9.   UNDERTAKINGS
  
       (a)  Cyrk hereby undertakes:
  
            (1)  to file, during any period in which offers or sales are being
                 made, a post-effective amendment to this registration statement
                 to include any material information with respect to the plan of
                 distribution not previously disclosed in the registration
                 statement or any material change to such information in the
                 registration statement;
  
            (2)  that, for the purpose of determining any liability under the
                 Securities Act of 1933, as amended (the "SECURITIES 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
  
            (3)  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.
  
       (b)  Cyrk hereby undertakes that, for purposes of determining any liability
            under the Securities Act, each filing of Cyrk's annual report pursuant
            to Section 13(a) or Section 15(d) of the Securities Exchange of 1934,
            as amended, that is
  
                                        II-6
  7
  
            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.
  
       (c)  Insofar as indemnification for liabilities arising under the
            Securities Act may be permitted to directors, officers and controlling
            persons of Cyrk pursuant to the foregoing provisions, or otherwise,
            Cyrk has been advised that in the opinion of the Commission such
            indemnification is against public policy as expressed in the
            Securities Act and is, therefore, unenforceable. In the event that a
            claim for indemnification against such liabilities (other than the
            payment by Cyrk of expenses incurred or paid by a director, officer or
            controlling person of Cyrk 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,
            Cyrk will, unless in the opinion of counsel the matter has been
            settled by controlling precedent, submit to a court of appropriate
            jurisdiction the question whether such indemnification by it is
            against public policy as expressed in the Securities Act and will be
            governed by the final adjudication of such issue.
  
                                        II-7
  8
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, 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 Town of Gloucester, The Commonwealth of Massachusetts, on
  February 1, 2000.
  
                                       CYRK, INC.
  
                                          /s/ Patrick D. Brady
                                       By _______________________________________
                                          Patrick D. Brady, Co-Chief Executive
                                          Officer and Co-President
  
  We the undersigned directors of Cyrk, Inc. do hereby severally constitute and
  appoint Patrick D. Brady, Dominic F. Mammola and Patricia J. Landgren, and each
  of them singly, his true and lawful attorneys-in-fact and agents with full
  powers of substitution, for him and in his name, place and stead, in any and all
  capacities, to sign any and all amendments (including post-effective amendments)
  to this Registration Statement, and to file the same, with all exhibits thereto,
  and all documents in connection therewith, with the Securities and Exchange
  Commission, granting unto said attorneys-in-fact and agents, and each of them,
  full power and authority to do and perform each and every act and thing
  requisite and necessary to be in and about the premises, as fully to all intents
  and purposes as he might or could do in person, hereby ratifying and confirming
  all that said attorneys-in-fact and agents, or any of them, or their or his
  substitute or substitutes, may lawfully do or cause to be done by virtue
  thereof.
  
  Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates indicated.
  
           NAME                 TITLE/CAPACITY                     DATE
  
  /s/ Ronald W. Burkle
  ______________________           Chairman                   February 1, 2000
  Ronald W. Burkle
  
  /s/ Joseph Bartlett
  ______________________           Director                   February 1, 2000
  Joseph Bartlett
  
                                   II-8
  9
  
  /s/ Patrick D. Brady
  ______________________       Director, Co-Chief           February 1, 2000
  Patrick D. Brady             Executive Officer &
                               Co-President
  
  /s/ Allan I. Brown
  ______________________       Director, Co-Chief           February 1, 2000
  Allan I. Brown               Executive Officer &
                               Co-President
  
  /s/ J. Anthony Kouba
  ______________________       Director                     February 1, 2000
  J. Anthony Kouba
  
  /s/ George Golleher
  ______________________       Director                     February 1, 2000
  George Golleher
  
                                        II-9
  10
  
                                  INDEX TO EXHIBITS
  
  EXHIBIT NUMBER
  
        5.1      Opinion of Choate, Hall & Stewart as to the legality of the
                 shares being registered.
  
        10.1     Cyrk's 1993 Employee Stock Purchase Plan, as amended.
  
        23.1     Consent of PricewaterhouseCoopers LLP.
  
        23.2     Consent of Choate, Hall & Stewart (included in Exhibit 5.1).
  
        24.1     Power of Attorney (part of signature page).
  
                                      II-10