content: <PAGE>   1
  
     As filed with the Securities and Exchange Commission on December 22, 1997
                                                             Registration No. 333-
  
  ================================================================================
  
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
  
                             ----------------------
  
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
  
                             ----------------------
  
               MASTERING, INC. (F/K/A EAGLE RIVER INTERACTIVE, INC.)
               (Exact name of registrant as specified in its charter)
  
             DELAWARE                                        84-1320277
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
  incorporation or organization)
  
          11000 N. SCOTTSDALE RD., #260                        85254
          SCOTTSDALE, ARIZONA                                (Zip Code)
  (Address of principal executive offices)
  
               AMENDED AND RESTATED 1995 EXECUTIVE STOCK OPTION PLAN
                AMENDED AND RESTATED 1995 EMPLOYEE STOCK OPTION PLAN
                             (Full title of the plans)
  
                                     MARC PINTO
                              EXECUTIVE VICE PRESIDENT
                            AND CHIEF FINANCIAL OFFICER
                                  MASTERING, INC.
                           11000 N. SCOTTSDALE RD., #260
                             SCOTTSDALE, ARIZONA 85254
                                   (602) 998-7500
                       (Name, address, and telephone number,
                     including area code, of agent for service)
  
                             ----------------------
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ========================================================================================================
                                             Proposed                Proposed
       Title Of              Amount          Maximum                  Maximum              Amount Of
   Securities To Be           To Be          Offering                Aggregate          Registration Fee
      Registered            Registered       Price Per                Offering             
                                             Share (1)                Price (1)
  --------------------------------------------------------------------------------------------------------
  <S>                     <C>                <C>                     <C>                      <C>
  Common Stock,            2,400,000         $7.27,$8.00             $18,237,130              $5,600
  $.001 par value(2)       shares(3)         
                                        
  ========================================================================================================
  </TABLE>
  
  (1)      Estimated solely for the purpose of calculating the registration fee
           and, pursuant to Rule 457(h) under the Securities Act of 1933, based
           upon (i) as to options to purchase 1,319,000 shares of Common Stock, a
           weighted average purchase price of $7.27 per share and (ii) as to
           1,081,000 shares of Common Stock available for grant, the average of
           the high and low sale prices of the Common Stock reported in the Nasdaq
           National Market Issues on December 18, 1997, which was $8.00.
  
  (2)      Includes 2,400,000 associated rights ("Rights") to purchase 1/100 of a
           share of Series B Participating Preferred Stock, par value $.001 per
           share. Rights initially are attached to and trade with the Common
           Stock of the Company. The value attributable to such Rights, if any,
           is reflected in the market price of the Common Stock.
  
  (3)      Consists of 1,500,000 shares issuable pursuant to the Amended and
           Restated 1995 Executive Stock Option Plan and 900,000 shares issuable
           pursuant to the Amended and Restated 1995 Employee Stock Option Plan.
           This registration statement also covers an additional and
           indeterminate number of shares as may become issuable because of the
           provisions of the plans relating to adjustments for changes resulting
           from stock dividends, stock splits and similar changes.
  
  ================================================================================
  
  <PAGE>   2
                                      PART II
                            INFORMATION REQUIRED IN THE
                               REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
          The following documents heretofore filed with the Securities and
  Exchange Commission (the "Commission") by the Company are incorporated herein
  by reference:
  
          (a) The Company's Annual Report on Form 10-K for the fiscal year ended
  December 31, 1996;
  
          (b) The Company's Quarterly Reports on Form 10-Q for each of the three
  months ended March 31, 1997, June 30, 1997 and September 30, 1997 and the
  Company's Current Report on Form 8-K filed with the Commission on October 10,
  1997; and
  
          (c) The description of the Company's Common Stock, par value $.001 per
  share, which is contained in the Company's Registration Statement on Form S-1,
  as amended (File No. 333-702).
  
          All documents filed by the Company with the Commission pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), after the date of this Registration Statement and
  prior to the filing of a post-effective amendment to this Registration
  Statement 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 into this Registration Statement and to be a part
  hereof from the respective dates of filing of such documents.
  
          Any statement contained in a document incorporated by, or deemed to be
  incorporated by reference herein, shall be deemed to be modified or superseded
  for purposes of this Registration Statement 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 so modified or superseded shall not be deemed, except
  as so modified or superseded, to constitute a part of this Registration
  Statement.
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
          Not Applicable
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
          Not Applicable
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
          The Company's By-laws require the Company to indemnify each of its
  past, present and future officers and directors against liabilities and
  reasonable expenses incurred in any action or proceeding by reason of such
  person's being or having been an officer or director of the Company, or of any
  other corporation for which he or she serves as such at the request of the
  Company, to the fullest extent permitted by Delaware law, including those
  circumstances in which indemnification would otherwise be discretionary.
  Indemnification, however, is limited to officers and directors who have acted
  in good faith and in a manner they reasonably believed to be in the best
  interests of the Company.
  
          In addition, the Company has entered into Directorship Agreements with
  each of its directors. Such agreements require the Company to indemnify the
  directors to the fullest extent permitted by law against all expenses,
  including attorneys' fees, judgments, fines and amounts paid or incurred by
  them for settlement in any action or proceeding, including any derivative
  action, arising out of their service as a director of the Company or of any
  <PAGE>   3
  subsidiary of the Company or of any other corporation for which he or she
  serves as such at the request of the Company.  The Company has no contractual
  obligation, however, to indemnify any director on account of liability for any
  breach of the director's duty of loyalty to the Company, any act or omission
  not in good faith or which involved intentional misconduct or a knowing
  violation of laws, or any transaction from which the director derived an
  improper personal benefit.
  
          Pursuant to the provisions of the Delaware General Corporation Law, the
  Company has adopted provisions in its Restated Certificate of Incorporation
  which eliminate the personal liability of its directors to the Company or its
  stockholders for monetary damages incurred as a result of the breach of their
  duty of care.
  
          The foregoing description of certain provisions of the Company's
  Restated Certificate of Incorporation, By-laws and Directorship Agreements is
  qualified in its entirety by reference to the Company's Restated Certificate of
  Incorporation, By-laws and Directorship Agreements, filed as exhibits to the
  Company's Registration Statement on Form S- 1, as amended (File No. 333-702).
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
          Not Applicable
  
  ITEM 8. EXHIBITS.
  
  EXHIBIT
   NO.                                               DESCRIPTION
  
  4.1                       The Company's Restated Certificate of Incorporation
                            (incorporated by reference to Exhibit 3.1 to the
                            Registration Statement on Form S-1 (File No.
                            333-702)).
  4.2                       The Company's By-Laws (incorporated by reference to
                            Exhibit 3.2 to the Registration Statement on Form S-1
                            (File No. 333-702)).
  4.3                       Specimen Certificate for Common Stock (incorporated
                            by reference to Exhibit 4.1 to the Registration
                            Statement on Form S-1 (File No. 333-702)).
  4.4                       Registration Agreement dated June 21, 1996 between
                            the Company, Philip Meurer, Joseph Parker, Lee J.
                            Jacobson and E. Michael Loftus (incorporated by
                            reference to the item listed as Exhibit 3 on the
                            Exhibit Index to the Company's Current Report on Form
                            8-K dated June 21, 1996).
  4.5                       Registration Rights Agreement dated as of July 31,
                            1996 between the Company and Thomas R.  Graunke
                            (incorporated by reference to the item listed as
                            Exhibit 99.4 on the Exhibit Index to the Company's
                            Current Report on Form 8-K dated July 31, 1996).
  4.6                       The Company's Amended and Restated Employee Stock
                            Purchase Plan (incorporated by reference to Exhibit
                            10.13 to the Registration Statement on Form S-1 (File
                            No. 333-702)).
  4.7                       The Company's Amended and Restated 1995 Executive
                            Stock Option Plan.
  4.8                       The Company's Amended and Restated 1995 Employee
                            Stock Option Plan.
  4.9                       Rights Agreement between the Company and Harris Trust
                            and Savings Bank, as Rights Agent.
  5                         Opinion of Sidley & Austin.
  23.1                      Consent of Arthur Andersen LLP.
  23.2                      Consent of Sidley & Austin (contained in Exhibit 5
                            hereto).
  24                        Power of Attorney (contained in the signature page of
                            this Registration Statement).
  
  ITEM 9. UNDERTAKINGS.
  
          (a) The Company hereby undertakes:
  
  
  
                                       II-2
  <PAGE>   4
              (1) To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement:
  
                  (i)       To include any prospectus required by Section
                            10(a)(3) of the Securities Act of 1933, as amended
                            (the "Securities Act");
  
                  (ii)      To reflect in the prospectus any facts or events
                            arising after the effective date of this Registration
                            Statement (or the most recent post-effective
                            amendment thereof) which, individually or in the
                            aggregate, represent a fundamental change in the
                            information set forth in this Registration Statement.
                            Notwithstanding the foregoing, any increase or
                            decrease in volume of securities offered (if the
                            total dollar value of securities offered would not
                            exceed that which was registered) and any deviation
                            from the low or high and of the estimated maximum
                            offering range may be reflected in the form of
                            prospectus filed with the Commission pursuant to Rule
                            424(b) if, in the aggregate, the changes in volume
                            and price represent no more than 20 percent change in
                            the maximum aggregate offering price set forth in the
                            "Calculation of Registration Fee" table in the
                            effective registration statement;
  
                  (iii)     To include any material information with respect to
                            the plan of distribution not previously disclosed in
                            this Registration Statement or any material change to
                            such information in this Registration Statement;
  
                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed by the Company pursuant to Section 13 or
                  Section 15(d) of the Exchange Act that are incorporated by
                  reference in this Registration Statement.
  
              (2) That, for the purpose of determining any liability under 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.
  
              (3) To remove from registration by means of a post-effective
                  amendment any of the shares of Common Stock being registered
                  hereby which remain unsold at the termination of the offering.
  
          (b) The Company hereby undertakes that, for the purposes of determining
              any liability under the Securities Act, each filing of the Company'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 hereof.
  
          (c) Insofar as indemnification for liabilities arising under the
              Securities Act may be permitted to directors, officers and
              controlling persons of the Company pursuant to the foregoing
              provisions, or otherwise, the Company 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 the Company of
              expenses incurred or paid by a director, officer or controlling
              person of the Company 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
              Company will, unless in the opinion of its counsel the matter has
              been settled by controlling precedent, submit to a court of
              appropriate jurisdiction the question whether such indemnification
              by it is against public policy as expressed in the Securities Act
              and will be governed by the final adjudication of such issue.
  
  
  
  
                                             II-3
  <PAGE>   5
                                     SIGNATURES
  
  
          The Registrant, pursuant to the requirements of the Securities Act of
  1933, as amended, 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 Scottsdale, State of Arizona on this 22nd day of
  December, 1997.
  
  
                                           MASTERING, INC.
                                           
                                           
                                           By: /s/ Marc Pinto 
                                               -------------------------
                                            Marc Pinto
                                            Executive Vice President and
                                              Chief Financial Officer
  
          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears immediately below constitutes and appoints Terence M. Graunke and Marc
  Pinto, and each or any of them, his true and lawful attorney-in-fact and agent,
  with full power of substitution and resubstitution, for him and in his name,
  place and stead, in any and all capacities, to sign any and all amendments
  (including post-effective amendments) to this Registration Statement, and to
  file the same with all exhibits thereto and other documents in connection
  therewith, with the Securities and Exchange Commission, granting unto said
  attorney-in-fact and agents, and each of them, full power and authority to do
  and perform each and every act and thing requisite and necessary to be done, 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 hereof.
  
          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(s)
        ---------                                    --------      
  <S>                                      <C>
  /s/ Terence M. Graunke                    Chairman of the Board, President   
  -------------------------                   and Chief Executive Officer        
  Terence M. Graunke                                                           
                                                                               
                                                                               
  /s/ Marc Pinto                            Executive Vice President           
  -------------------------                   and Chief Financial Officer        
  Marc Pinto                                                                   
                                                                               
                                                                               
  /s/ Paul D. Carbery                       Director                           
  -------------------------                                                    
  Paul D. Carbery                                                              
                                                                               
                                                                               
  /s/ Casey G. Cowell                       Director                           
  -------------------------                                                    
  Casey G. Cowell                                                              
                                                                               
                                                                               
  /s/ Andrew J. Filipowski                  Director                           
  -------------------------                                                    
  Andrew J. Filipowski                                                         
                                                                               
                                                                               
  /s/ James E. Cowie                        Director                           
  -------------------------                                                    
  James E. Cowie                                                      
                                                                               
                                                                               
  /s/ Peter I. Mason                        Director                           
  -------------------------                                                    
  Peter I. Mason                                                               
                                                                               
                                                                               
  /s/ Paul Yovovich                         Director                           
  -------------------------                                                    
  Paul Yovovich
  </TABLE>
  
  
  
                                       II-4
  <PAGE>   6
                                   EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  EXHIBIT             
  NUMBER              DESCRIPTION OF EXHIBIT
  ------              ----------------------
  <S>                 <C>
  4.1                 The Company's Restated Certificate of Incorporation
                      (incorporated by reference to Exhibit 3.1 to the
                      Registration Statement on Form S-1 (File No. 333-702)).
                      
  4.2                 The Company's By-Laws (incorporated by reference to Exhibit
                      3.2 to the Registration Statement on Form S-1 (File No.
                      333-702)).
  
  4.3                 Specimen Certificate for Common Stock (incorporated by
                      reference to Exhibit 4.1 to the Registration Statement on
                      Form S-1 (File No. 333-702)).
  
  4.4                 Registration Agreement dated June 21, 1996 between the
                      Company, Philip Meurer, Joseph Parker, Lee J. Jacobson and
                      E. Michael Loftus (incorporated by reference to the item
                      listed as Exhibit 3 on the Exhibit Index to the Company's
                      Current Report on Form 8-K dated June 21, 1996).
  
  4.5                 Registration Rights Agreement dated as of July 31, 1996
                      between the Company and Thomas R. Graunke (incorporated by
                      reference to the item listed as Exhibit 99.4 on the Exhibit
                      Index to the Company's Current Report on Form 8-K dated July
                      31, 1996).
  
  4.6                 The Company's Amended and Restated Employee Stock Purchase
                      Plan (incorporated by reference to Exhibit 10.13 to the
                      Registration Statement on Form S-1 (File No. 333-702)).
  
  4.7*                The Company's Amended and Restated 1995 Executive Stock
                      Option Plan.
  
  4.8*                The Company's Amended and Restated 1995 Employee Stock
                      Option Plan.
                      
  4.9*                Rights Agreement between the Company and Harris Trust and
                      Savings Bank, as Rights Agent.
  
  5*                  Opinion of Sidley & Austin.
  
  23.1*               Consent of Arthur Andersen LLP.
  
  23.2*               Consent of Sidley & Austin (contained in Exhibit 5 hereto).
  
  24*                 Power of Attorney (contained in the signature page of this
                      Registration Statement).
  </TABLE>
  
  ----------------------
  *Filed herewith
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24948}]
metadata_filer: {"company-data": {"conformed-name": "MASTERING INC", "cik": "0001006638", "assigned-sic": "7389", "irs-number": "841320277", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42949", "film-number": "97742528"}, "business-address": {"street1": "11--- N SCOTTSDALE RE STE 260", "city": "SCOTTSDALE", "state": "AZ", "zip": "85254", "phone": "9708458300"}, "mail-address": {"street1": "P O BOX 3600", "city": "AVON", "state": "CO", "zip": "81620"}, "former-company": {"former-conformed-name": "EAGLE RIVER INTERACTIVE INC", "date-changed": "19960129"}}
text: 1
  
     As filed with the Securities and Exchange Commission on December 22, 1997
                                                             Registration No. 333-
  
  ================================================================================
  
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
  
                             ----------------------
  
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
  
                             ----------------------
  
               MASTERING, INC. (F/K/A EAGLE RIVER INTERACTIVE, INC.)
               (Exact name of registrant as specified in its charter)
  
             DELAWARE                                        84-1320277
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
  incorporation or organization)
  
          11000 N. SCOTTSDALE RD., #260                        85254
          SCOTTSDALE, ARIZONA                                (Zip Code)
  (Address of principal executive offices)
  
               AMENDED AND RESTATED 1995 EXECUTIVE STOCK OPTION PLAN
                AMENDED AND RESTATED 1995 EMPLOYEE STOCK OPTION PLAN
                             (Full title of the plans)
  
                                     MARC PINTO
                              EXECUTIVE VICE PRESIDENT
                            AND CHIEF FINANCIAL OFFICER
                                  MASTERING, INC.
                           11000 N. SCOTTSDALE RD., #260
                             SCOTTSDALE, ARIZONA 85254
                                   (602) 998-7500
                       (Name, address, and telephone number,
                     including area code, of agent for service)
  
                             ----------------------
  
                          CALCULATION OF REGISTRATION FEE
  ========================================================================================================
                                             Proposed                Proposed
       Title Of              Amount          Maximum                  Maximum              Amount Of
   Securities To Be           To Be          Offering                Aggregate          Registration Fee
      Registered            Registered       Price Per                Offering             
                                             Share (1)                Price (1)
  --------------------------------------------------------------------------------------------------------
  Common Stock,            2,400,000         $7.27,$8.00             $18,237,130              $5,600
  $.001 par value(2)       shares(3)         
                                        
  ========================================================================================================
  (1)      Estimated solely for the purpose of calculating the registration fee
           and, pursuant to Rule 457(h) under the Securities Act of 1933, based
           upon (i) as to options to purchase 1,319,000 shares of Common Stock, a
           weighted average purchase price of $7.27 per share and (ii) as to
           1,081,000 shares of Common Stock available for grant, the average of
           the high and low sale prices of the Common Stock reported in the Nasdaq
           National Market Issues on December 18, 1997, which was $8.00.
  
  (2)      Includes 2,400,000 associated rights ("Rights") to purchase 1/100 of a
           share of Series B Participating Preferred Stock, par value $.001 per
           share. Rights initially are attached to and trade with the Common
           Stock of the Company. The value attributable to such Rights, if any,
           is reflected in the market price of the Common Stock.
  
  (3)      Consists of 1,500,000 shares issuable pursuant to the Amended and
           Restated 1995 Executive Stock Option Plan and 900,000 shares issuable
           pursuant to the Amended and Restated 1995 Employee Stock Option Plan.
           This registration statement also covers an additional and
           indeterminate number of shares as may become issuable because of the
           provisions of the plans relating to adjustments for changes resulting
           from stock dividends, stock splits and similar changes.
  
  ================================================================================
  2
                                      PART II
                            INFORMATION REQUIRED IN THE
                               REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
          The following documents heretofore filed with the Securities and
  Exchange Commission (the "Commission") by the Company are incorporated herein
  by reference:
  
          (a) The Company's Annual Report on Form 10-K for the fiscal year ended
  December 31, 1996;
  
          (b) The Company's Quarterly Reports on Form 10-Q for each of the three
  months ended March 31, 1997, June 30, 1997 and September 30, 1997 and the
  Company's Current Report on Form 8-K filed with the Commission on October 10,
  1997; and
  
          (c) The description of the Company's Common Stock, par value $.001 per
  share, which is contained in the Company's Registration Statement on Form S-1,
  as amended (File No. 333-702).
  
          All documents filed by the Company with the Commission pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), after the date of this Registration Statement and
  prior to the filing of a post-effective amendment to this Registration
  Statement 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 into this Registration Statement and to be a part
  hereof from the respective dates of filing of such documents.
  
          Any statement contained in a document incorporated by, or deemed to be
  incorporated by reference herein, shall be deemed to be modified or superseded
  for purposes of this Registration Statement 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 so modified or superseded shall not be deemed, except
  as so modified or superseded, to constitute a part of this Registration
  Statement.
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
          Not Applicable
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
          Not Applicable
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
          The Company's By-laws require the Company to indemnify each of its
  past, present and future officers and directors against liabilities and
  reasonable expenses incurred in any action or proceeding by reason of such
  person's being or having been an officer or director of the Company, or of any
  other corporation for which he or she serves as such at the request of the
  Company, to the fullest extent permitted by Delaware law, including those
  circumstances in which indemnification would otherwise be discretionary.
  Indemnification, however, is limited to officers and directors who have acted
  in good faith and in a manner they reasonably believed to be in the best
  interests of the Company.
  
          In addition, the Company has entered into Directorship Agreements with
  each of its directors. Such agreements require the Company to indemnify the
  directors to the fullest extent permitted by law against all expenses,
  including attorneys' fees, judgments, fines and amounts paid or incurred by
  them for settlement in any action or proceeding, including any derivative
  action, arising out of their service as a director of the Company or of any
  3
  subsidiary of the Company or of any other corporation for which he or she
  serves as such at the request of the Company.  The Company has no contractual
  obligation, however, to indemnify any director on account of liability for any
  breach of the director's duty of loyalty to the Company, any act or omission
  not in good faith or which involved intentional misconduct or a knowing
  violation of laws, or any transaction from which the director derived an
  improper personal benefit.
  
          Pursuant to the provisions of the Delaware General Corporation Law, the
  Company has adopted provisions in its Restated Certificate of Incorporation
  which eliminate the personal liability of its directors to the Company or its
  stockholders for monetary damages incurred as a result of the breach of their
  duty of care.
  
          The foregoing description of certain provisions of the Company's
  Restated Certificate of Incorporation, By-laws and Directorship Agreements is
  qualified in its entirety by reference to the Company's Restated Certificate of
  Incorporation, By-laws and Directorship Agreements, filed as exhibits to the
  Company's Registration Statement on Form S- 1, as amended (File No. 333-702).
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
          Not Applicable
  
  ITEM 8. EXHIBITS.
  
  EXHIBIT
   NO.                                               DESCRIPTION
  
  4.1                       The Company's Restated Certificate of Incorporation
                            (incorporated by reference to Exhibit 3.1 to the
                            Registration Statement on Form S-1 (File No.
                            333-702)).
  4.2                       The Company's By-Laws (incorporated by reference to
                            Exhibit 3.2 to the Registration Statement on Form S-1
                            (File No. 333-702)).
  4.3                       Specimen Certificate for Common Stock (incorporated
                            by reference to Exhibit 4.1 to the Registration
                            Statement on Form S-1 (File No. 333-702)).
  4.4                       Registration Agreement dated June 21, 1996 between
                            the Company, Philip Meurer, Joseph Parker, Lee J.
                            Jacobson and E. Michael Loftus (incorporated by
                            reference to the item listed as Exhibit 3 on the
                            Exhibit Index to the Company's Current Report on Form
                            8-K dated June 21, 1996).
  4.5                       Registration Rights Agreement dated as of July 31,
                            1996 between the Company and Thomas R.  Graunke
                            (incorporated by reference to the item listed as
                            Exhibit 99.4 on the Exhibit Index to the Company's
                            Current Report on Form 8-K dated July 31, 1996).
  4.6                       The Company's Amended and Restated Employee Stock
                            Purchase Plan (incorporated by reference to Exhibit
                            10.13 to the Registration Statement on Form S-1 (File
                            No. 333-702)).
  4.7                       The Company's Amended and Restated 1995 Executive
                            Stock Option Plan.
  4.8                       The Company's Amended and Restated 1995 Employee
                            Stock Option Plan.
  4.9                       Rights Agreement between the Company and Harris Trust
                            and Savings Bank, as Rights Agent.
  5                         Opinion of Sidley & Austin.
  23.1                      Consent of Arthur Andersen LLP.
  23.2                      Consent of Sidley & Austin (contained in Exhibit 5
                            hereto).
  24                        Power of Attorney (contained in the signature page of
                            this Registration Statement).
  
  ITEM 9. UNDERTAKINGS.
  
          (a) The Company hereby undertakes:
  
                                       II-2
  4
              (1) To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement:
  
                  (i)       To include any prospectus required by Section
                            10(a)(3) of the Securities Act of 1933, as amended
                            (the "Securities Act");
  
                  (ii)      To reflect in the prospectus any facts or events
                            arising after the effective date of this Registration
                            Statement (or the most recent post-effective
                            amendment thereof) which, individually or in the
                            aggregate, represent a fundamental change in the
                            information set forth in this Registration Statement.
                            Notwithstanding the foregoing, any increase or
                            decrease in volume of securities offered (if the
                            total dollar value of securities offered would not
                            exceed that which was registered) and any deviation
                            from the low or high and of the estimated maximum
                            offering range may be reflected in the form of
                            prospectus filed with the Commission pursuant to Rule
                            424(b) if, in the aggregate, the changes in volume
                            and price represent no more than 20 percent change in
                            the maximum aggregate offering price set forth in the
                            "Calculation of Registration Fee" table in the
                            effective registration statement;
  
                  (iii)     To include any material information with respect to
                            the plan of distribution not previously disclosed in
                            this Registration Statement or any material change to
                            such information in this Registration Statement;
  
                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed by the Company pursuant to Section 13 or
                  Section 15(d) of the Exchange Act that are incorporated by
                  reference in this Registration Statement.
  
              (2) That, for the purpose of determining any liability under 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.
  
              (3) To remove from registration by means of a post-effective
                  amendment any of the shares of Common Stock being registered
                  hereby which remain unsold at the termination of the offering.
  
          (b) The Company hereby undertakes that, for the purposes of determining
              any liability under the Securities Act, each filing of the Company'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 hereof.
  
          (c) Insofar as indemnification for liabilities arising under the
              Securities Act may be permitted to directors, officers and
              controlling persons of the Company pursuant to the foregoing
              provisions, or otherwise, the Company 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 the Company of
              expenses incurred or paid by a director, officer or controlling
              person of the Company 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
              Company will, unless in the opinion of its counsel the matter has
              been settled by controlling precedent, submit to a court of
              appropriate jurisdiction the question whether such indemnification
              by it is against public policy as expressed in the Securities Act
              and will be governed by the final adjudication of such issue.
  
                                             II-3
  5
                                     SIGNATURES
  
          The Registrant, pursuant to the requirements of the Securities Act of
  1933, as amended, 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 Scottsdale, State of Arizona on this 22nd day of
  December, 1997.
  
                                           MASTERING, INC.
                                           
                                           
                                           By: /s/ Marc Pinto 
                                               -------------------------
                                            Marc Pinto
                                            Executive Vice President and
                                              Chief Financial Officer
  
          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears immediately below constitutes and appoints Terence M. Graunke and Marc
  Pinto, and each or any of them, his true and lawful attorney-in-fact and agent,
  with full power of substitution and resubstitution, for him and in his name,
  place and stead, in any and all capacities, to sign any and all amendments
  (including post-effective amendments) to this Registration Statement, and to
  file the same with all exhibits thereto and other documents in connection
  therewith, with the Securities and Exchange Commission, granting unto said
  attorney-in-fact and agents, and each of them, full power and authority to do
  and perform each and every act and thing requisite and necessary to be done, 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 hereof.
  
          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(s)
        ---------                                    --------
  /s/ Terence M. Graunke                    Chairman of the Board, President   
  -------------------------                   and Chief Executive Officer        
  Terence M. Graunke                                                           
                                                                               
                                                                               
  /s/ Marc Pinto                            Executive Vice President           
  -------------------------                   and Chief Financial Officer        
  Marc Pinto                                                                   
                                                                               
                                                                               
  /s/ Paul D. Carbery                       Director                           
  -------------------------                                                    
  Paul D. Carbery                                                              
                                                                               
                                                                               
  /s/ Casey G. Cowell                       Director                           
  -------------------------                                                    
  Casey G. Cowell                                                              
                                                                               
                                                                               
  /s/ Andrew J. Filipowski                  Director                           
  -------------------------                                                    
  Andrew J. Filipowski                                                         
                                                                               
                                                                               
  /s/ James E. Cowie                        Director                           
  -------------------------                                                    
  James E. Cowie                                                      
                                                                               
                                                                               
  /s/ Peter I. Mason                        Director                           
  -------------------------                                                    
  Peter I. Mason                                                               
                                                                               
                                                                               
  /s/ Paul Yovovich                         Director                           
  -------------------------                                                    
  Paul Yovovich
  II-4
  6
                                   EXHIBIT INDEX
  EXHIBIT             
  NUMBER              DESCRIPTION OF EXHIBIT
  ------              ----------------------
  4.1                 The Company's Restated Certificate of Incorporation
                      (incorporated by reference to Exhibit 3.1 to the
                      Registration Statement on Form S-1 (File No. 333-702)).
                      
  4.2                 The Company's By-Laws (incorporated by reference to Exhibit
                      3.2 to the Registration Statement on Form S-1 (File No.
                      333-702)).
  
  4.3                 Specimen Certificate for Common Stock (incorporated by
                      reference to Exhibit 4.1 to the Registration Statement on
                      Form S-1 (File No. 333-702)).
  
  4.4                 Registration Agreement dated June 21, 1996 between the
                      Company, Philip Meurer, Joseph Parker, Lee J. Jacobson and
                      E. Michael Loftus (incorporated by reference to the item
                      listed as Exhibit 3 on the Exhibit Index to the Company's
                      Current Report on Form 8-K dated June 21, 1996).
  
  4.5                 Registration Rights Agreement dated as of July 31, 1996
                      between the Company and Thomas R. Graunke (incorporated by
                      reference to the item listed as Exhibit 99.4 on the Exhibit
                      Index to the Company's Current Report on Form 8-K dated July
                      31, 1996).
  
  4.6                 The Company's Amended and Restated Employee Stock Purchase
                      Plan (incorporated by reference to Exhibit 10.13 to the
                      Registration Statement on Form S-1 (File No. 333-702)).
  
  4.7*                The Company's Amended and Restated 1995 Executive Stock
                      Option Plan.
  
  4.8*                The Company's Amended and Restated 1995 Employee Stock
                      Option Plan.
                      
  4.9*                Rights Agreement between the Company and Harris Trust and
                      Savings Bank, as Rights Agent.
  
  5*                  Opinion of Sidley & Austin.
  
  23.1*               Consent of Arthur Andersen LLP.
  
  23.2*               Consent of Sidley & Austin (contained in Exhibit 5 hereto).
  
  24*                 Power of Attorney (contained in the signature page of this
                      Registration Statement).
  ----------------------
  *Filed herewith