content: <PAGE>   1
     As filed with the Securities and Exchange Commission on September 19, 1996
  
                                              REGISTRATION STATEMENT NO. 333-
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                        ------------------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                        ------------------------------------
  
                             BROOKTROUT TECHNOLOGY, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
       MASSACHUSETTS                                       04-2184792
  (STATE OF ORGANIZATION)                     (I.R.S. EMPLOYER IDENTIFICATION NO.)
  
                                  410 FIRST AVENUE
                            NEEDHAM, MASSACHUSETTS 02194
                                   (617) 449-4100
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                     REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
  
                             BROOKTROUT TECHNOLOGY, INC.
                              1992 STOCK INCENTIVE PLAN
                              (FULL TITLE OF THE PLAN)
                        ------------------------------------
  
                                    ERIC R. GILER
                                      PRESIDENT
                             BROOKTROUT TECHNOLOGY, INC.
                                  410 FIRST AVENUE
                            NEEDHAM, MASSACHUSETTS 02194
                                   (617) 449-4100
   (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                               OF AGENT FOR SERVICE)
  
                        ------------------------------------
  
  
                                    With copy to:
                               THOMAS P. STORER, P.C.
                             GOODWIN, PROCTER & HOAR LLP
                                   EXCHANGE PLACE
                          BOSTON, MASSACHUSETTS 02109-2881
                                   (617) 570-1000
  
                        ------------------------------------
  
  
  <TABLE>
                                                     CALCULATION OF REGISTRATION FEE
  ===================================================================================================================================
  <CAPTION>
    Title of Securities Being         Amounts to be          Proposed Maximum            Proposed Maximum              Amount of
            Registered                Registered(1)      Offering Price Per Share    Aggregate Offering Price       Registration Fee
  - -----------------------------------------------------------------------------------------------------------------------------------
   <S>                               <C>                         <C>                        <C>                        <C>       
   Common Stock, par value $.01      975,000 shares              $30.50(2)                  $29,737,500                $10,254.31
            per share
  ===================================================================================================================================
  <FN>
  
  
  (1)     This Registration Statement also relates to such indeterminate number of additional shares of the Registrant's Common
          Stock, par value $.01 per share, as may be required pursuant to the 1992 Stock Incentive Plan in the event of a stock
          dividend, reverse stock split, split-up, recapitalization, forfeiture of stock under the Plan or other similar event.
  
  (2)     This estimate is made pursuant to Rule 457(c) and (h) under the Securities Act of 1933 solely for the purposes of
          determining the amount of the registration fee. The registration fee is based upon the average of the high and low prices
          for the Registrant's Common Stock, par value $.01 per share, as reported on the Nasdaq National Market on September 12,
          1996.
  
  ===================================================================================================================================
  </TABLE>
  
  
  
  
  <PAGE>   2
  
  
  
          This registration statement relates to 975,000 shares of the common
  stock, par value $.01 per share, of Brooktrout Technology, Inc. (the
  "Registrant") representing those additional shares under the Brooktrout
  Technology, Inc. 1992 Stock Incentive Plan (the "1992 Plan") which may be issued
  pursuant to an amendment to the 1992 Plan adopted by the Board of Directors of
  the Registrant on March 14, 1996 and approved by the stockholders of the
  Registrant on May 29, 1996, which increased the size of the 1992 Plan from
  1,350,000 shares to 2,325,000 shares (all share amounts have been adjusted to
  reflect two three-for-two stock splits effected through 50% stock dividends paid
  by the Company on February 27, 1996 and June 20, 1996). Pursuant to Instruction
  E to Form S-8 regarding the registration of additional securities of the same
  class under an employee benefit plan for which a registration statement filed on
  Form S-8 is effective, all items have been omitted from this registration
  statement other than the facing page; statements that the contents of the
  earlier registration statements pertaining to the 1992 Plan, identified by file
  number, and certain other filings are incorporated by reference; required
  opinions and consents, the signature page; and information required in this
  registration statement that was not in the earlier registration statements.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.        Incorporation of Certain Documents by Reference.
                 -----------------------------------------------
  
          The Registrant hereby incorporates by reference the following documents
  which have previously been filed with the Securities and Exchange Commission
  (the "Commission"):
  
          (a)    the Registrant's Registration Statement on Form S-8 dated
                 December 10, 1992 as filed with the Commission on December 17,
                 1992, File No. 33-55900, pursuant to Section 12(g) of the
                 Securities Exchange Act of 1934;
  
          (b)    the Registrant's Registration Statement on Form S-8 dated October
                 14, 1994 as filed with the Commission on October 17, 1994, File
                 No. 33-85264, pursuant to Section 12(g) of the Securities
                 Exchange Act of 1934;
  
          (c)    the Registrant's Prospectus dated August 6, 1996 as filed with
                 the Commission on August 8, 1996 pursuant to Rule 424(b) under
                 the Securities Act of 1933;
  
          (d)    all other reports filed with the Commission by the Registrant 
                 pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
                 of 1934 since December 31, 1995; and
  
          (e)    the description of the Registrant's common stock, par value $.01
                 per share, contained in the Registrant's Registration Statement
                 on Form 8-A, as amended, filed with Commission pursuant to
                 Section 12 of the Securities Exchange Act of 1934.
  
          In addition, all documents subsequently filed with the Commission by the
  Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
  Exchange Act of 1934 prior to the filing of a post-effective amendment hereto
  that indicates that all securities offered hereunder have been sold or which
  deregisters all securities 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. Any statement contained in a document
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes hereof to the extent that a statement contained herein or in any
  subsequently filed document which also is 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.
  
                                          2
  
  
  <PAGE>   3
  
  
  
  Item 8.        Exhibits.
                 --------
  
          The following is a complete list of exhibits filed or incorporated by
  reference as part of this Registration Statement.
  
  Exhibit
  - -------
  
        5.1      Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
                 securities being registered.
       10.1      Brooktrout Technology, Inc. 1992 Stock Incentive Plan.
       23.1      Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).
       23.2      Consent of Deloitte & Touche LLP.
       24.1      Powers of Attorney (included on signature pages to this 
                 Registration Statement).
  
                                          3
  
  
  <PAGE>   4
  
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, Brooktrout
  Technology, Inc. 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 Needham, Massachusetts on September 19, 1996.
  
                                          BROOKTROUT TECHNOLOGY, INC.
  
                                          By:        /S/ ERIC R. GILER
                                             -----------------------------------
                                                       Eric R. Giler
                                                        President
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
  appears below constitutes and appoints each of Eric R. Giler, David W. Duehren
  and Robert C. Leahy, acting singly, such person's true and lawful
  attorney-in-fact and agent, with full power of substitution and resubstitution,
  for such person and in such person's 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 each said attorney-in-fact and agent full power and
  authority to do and perform each and every act and thing requisite and necessary
  to be done in and about the premises, as fully to all intents and purposes as
  such person might or could do in person, hereby ratifying and confirming all
  that any said attorney-in-fact and agent, or any substitute or substitutes of
  any of them, may lawfully do or cause to be done by virtue hereof.
  
  <TABLE>
           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.
  
  <CAPTION>
  
                SIGNATURE                                    TITLE                                    DATE
                ---------                                    -----                                    ----
  
  <S>                                          <C>                                             <C>
              /S/ ERIC R. GILER                President, Chief Executive Officer and          September 19, 1996
  - ----------------------------------------     Director (Principal Executive Officer)
                Eric R. Giler             
  
            /S/ DAVID W. DUEHREN               Vice President of Research and                  September 19, 1996
  - ----------------------------------------     Development, Clerk and Director
              David W. Duehren            
  
             /S/ ROBERT C. LEAHY               Vice President of Finance and Operations,       September 19, 1996
  - ----------------------------------------     and Treasurer (Principal Financial and
               Robert C. Leahy                 Accounting Officer)
  
  
            /S/ PATRICK T. HYNES               Vice President of Advanced Product              September 19, 1996
  - ----------------------------------------     Engineering and Director         
              Patrick T. Hynes            
  
            /S/ ROBERT G. BARRETT              Director                                        September 19, 1996
  - ----------------------------------------
              Robert G. Barrett
  
            /S/ DAVID L. CHAPMAN               Director                                        September 19, 1996
  - ----------------------------------------
              David L. Chapman
  
           /S/ W. BROOKE TUNSTALL              Director                                        September 19, 1996
  - ----------------------------------------
             W. Brooke Tunstall
  </TABLE>
  
                                          4
  
  
  <PAGE>   5
  
  
  
  <TABLE>
                                          EXHIBIT INDEX
  <CAPTION>
  
  
  Exhibit No.    Description                                                           Page No.*
  - -----------    -----------                                                           ---------
  
  <S>            <C>                                                                       <C>
  5.1            Opinion of Goodwin, Procter & Hoar LLP as to the legality of the           6
                 securities being registered                                      
  
  10.1           Brooktrout Technology, Inc. 1992 Stock Incentive Plan                      7
  
  23.1           Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1)           -
  
  23.2           Consent of Deloitte & Touche LLP                                          21
  
  24.1           Powers of Attorney (included on signature pages to this Registration       -
                 Statement)
  <FN>
  
  
  - -----------------
  *  Refers to sequentially numbered copy.
  </TABLE>
  
  
  
                                          5
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text: 1
     As filed with the Securities and Exchange Commission on September 19, 1996
  
                                              REGISTRATION STATEMENT NO. 333-
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                        ------------------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                        ------------------------------------
  
                             BROOKTROUT TECHNOLOGY, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
       MASSACHUSETTS                                       04-2184792
  (STATE OF ORGANIZATION)                     (I.R.S. EMPLOYER IDENTIFICATION NO.)
  
                                  410 FIRST AVENUE
                            NEEDHAM, MASSACHUSETTS 02194
                                   (617) 449-4100
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                     REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
  
                             BROOKTROUT TECHNOLOGY, INC.
                              1992 STOCK INCENTIVE PLAN
                              (FULL TITLE OF THE PLAN)
                        ------------------------------------
  
                                    ERIC R. GILER
                                      PRESIDENT
                             BROOKTROUT TECHNOLOGY, INC.
                                  410 FIRST AVENUE
                            NEEDHAM, MASSACHUSETTS 02194
                                   (617) 449-4100
   (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                               OF AGENT FOR SERVICE)
  
                        ------------------------------------
  
                                    With copy to:
                               THOMAS P. STORER, P.C.
                             GOODWIN, PROCTER & HOAR LLP
                                   EXCHANGE PLACE
                          BOSTON, MASSACHUSETTS 02109-2881
                                   (617) 570-1000
  
                        ------------------------------------
  
                                                     CALCULATION OF REGISTRATION FEE
  ===================================================================================================================================
  Title of Securities Being         Amounts to be          Proposed Maximum            Proposed Maximum              Amount of
            Registered                Registered(1)      Offering Price Per Share    Aggregate Offering Price       Registration Fee
  - -----------------------------------------------------------------------------------------------------------------------------------
  Common Stock, par value $.01      975,000 shares              $30.50(2)                  $29,737,500                $10,254.31
            per share
  ===================================================================================================================================
  (1)     This Registration Statement also relates to such indeterminate number of additional shares of the Registrant's Common
          Stock, par value $.01 per share, as may be required pursuant to the 1992 Stock Incentive Plan in the event of a stock
          dividend, reverse stock split, split-up, recapitalization, forfeiture of stock under the Plan or other similar event.
  
  (2)     This estimate is made pursuant to Rule 457(c) and (h) under the Securities Act of 1933 solely for the purposes of
          determining the amount of the registration fee. The registration fee is based upon the average of the high and low prices
          for the Registrant's Common Stock, par value $.01 per share, as reported on the Nasdaq National Market on September 12,
          1996.
  
  ===================================================================================================================================
  2
  
          This registration statement relates to 975,000 shares of the common
  stock, par value $.01 per share, of Brooktrout Technology, Inc. (the
  "Registrant") representing those additional shares under the Brooktrout
  Technology, Inc. 1992 Stock Incentive Plan (the "1992 Plan") which may be issued
  pursuant to an amendment to the 1992 Plan adopted by the Board of Directors of
  the Registrant on March 14, 1996 and approved by the stockholders of the
  Registrant on May 29, 1996, which increased the size of the 1992 Plan from
  1,350,000 shares to 2,325,000 shares (all share amounts have been adjusted to
  reflect two three-for-two stock splits effected through 50% stock dividends paid
  by the Company on February 27, 1996 and June 20, 1996). Pursuant to Instruction
  E to Form S-8 regarding the registration of additional securities of the same
  class under an employee benefit plan for which a registration statement filed on
  Form S-8 is effective, all items have been omitted from this registration
  statement other than the facing page; statements that the contents of the
  earlier registration statements pertaining to the 1992 Plan, identified by file
  number, and certain other filings are incorporated by reference; required
  opinions and consents, the signature page; and information required in this
  registration statement that was not in the earlier registration statements.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.        Incorporation of Certain Documents by Reference.
                 -----------------------------------------------
  
          The Registrant hereby incorporates by reference the following documents
  which have previously been filed with the Securities and Exchange Commission
  (the "Commission"):
  
          (a)    the Registrant's Registration Statement on Form S-8 dated
                 December 10, 1992 as filed with the Commission on December 17,
                 1992, File No. 33-55900, pursuant to Section 12(g) of the
                 Securities Exchange Act of 1934;
  
          (b)    the Registrant's Registration Statement on Form S-8 dated October
                 14, 1994 as filed with the Commission on October 17, 1994, File
                 No. 33-85264, pursuant to Section 12(g) of the Securities
                 Exchange Act of 1934;
  
          (c)    the Registrant's Prospectus dated August 6, 1996 as filed with
                 the Commission on August 8, 1996 pursuant to Rule 424(b) under
                 the Securities Act of 1933;
  
          (d)    all other reports filed with the Commission by the Registrant 
                 pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
                 of 1934 since December 31, 1995; and
  
          (e)    the description of the Registrant's common stock, par value $.01
                 per share, contained in the Registrant's Registration Statement
                 on Form 8-A, as amended, filed with Commission pursuant to
                 Section 12 of the Securities Exchange Act of 1934.
  
          In addition, all documents subsequently filed with the Commission by the
  Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
  Exchange Act of 1934 prior to the filing of a post-effective amendment hereto
  that indicates that all securities offered hereunder have been sold or which
  deregisters all securities 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. Any statement contained in a document
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes hereof to the extent that a statement contained herein or in any
  subsequently filed document which also is 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.
  
                                          2
  3
  
  Item 8.        Exhibits.
                 --------
  
          The following is a complete list of exhibits filed or incorporated by
  reference as part of this Registration Statement.
  
  Exhibit
  - -------
  
        5.1      Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
                 securities being registered.
       10.1      Brooktrout Technology, Inc. 1992 Stock Incentive Plan.
       23.1      Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).
       23.2      Consent of Deloitte & Touche LLP.
       24.1      Powers of Attorney (included on signature pages to this 
                 Registration Statement).
  
                                          3
  4
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, Brooktrout
  Technology, Inc. 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 Needham, Massachusetts on September 19, 1996.
  
                                          BROOKTROUT TECHNOLOGY, INC.
  
                                          By:        /S/ ERIC R. GILER
                                             -----------------------------------
                                                       Eric R. Giler
                                                        President
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
  appears below constitutes and appoints each of Eric R. Giler, David W. Duehren
  and Robert C. Leahy, acting singly, such person's true and lawful
  attorney-in-fact and agent, with full power of substitution and resubstitution,
  for such person and in such person's 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 each said attorney-in-fact and agent full power and
  authority to do and perform each and every act and thing requisite and necessary
  to be done in and about the premises, as fully to all intents and purposes as
  such person might or could do in person, hereby ratifying and confirming all
  that any said attorney-in-fact and agent, or any substitute or substitutes of
  any of them, may lawfully do or cause to be done by virtue hereof.
  
           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.
  SIGNATURE                                    TITLE                                    DATE
                ---------                                    -----                                    ----
  /S/ ERIC R. GILER                President, Chief Executive Officer and          September 19, 1996
  - ----------------------------------------     Director (Principal Executive Officer)
                Eric R. Giler             
  
            /S/ DAVID W. DUEHREN               Vice President of Research and                  September 19, 1996
  - ----------------------------------------     Development, Clerk and Director
              David W. Duehren            
  
             /S/ ROBERT C. LEAHY               Vice President of Finance and Operations,       September 19, 1996
  - ----------------------------------------     and Treasurer (Principal Financial and
               Robert C. Leahy                 Accounting Officer)
  
            /S/ PATRICK T. HYNES               Vice President of Advanced Product              September 19, 1996
  - ----------------------------------------     Engineering and Director         
              Patrick T. Hynes            
  
            /S/ ROBERT G. BARRETT              Director                                        September 19, 1996
  - ----------------------------------------
              Robert G. Barrett
  
            /S/ DAVID L. CHAPMAN               Director                                        September 19, 1996
  - ----------------------------------------
              David L. Chapman
  
           /S/ W. BROOKE TUNSTALL              Director                                        September 19, 1996
  - ----------------------------------------
             W. Brooke Tunstall
  4
  5
  
                                          EXHIBIT INDEX
  Exhibit No.    Description                                                           Page No.*
  - -----------    -----------                                                           ---------
  5.1            Opinion of Goodwin, Procter & Hoar LLP as to the legality of the           6
                 securities being registered                                      
  
  10.1           Brooktrout Technology, Inc. 1992 Stock Incentive Plan                      7
  
  23.1           Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1)           -
  
  23.2           Consent of Deloitte & Touche LLP                                          21
  
  24.1           Powers of Attorney (included on signature pages to this Registration       -
                 Statement)
  - -----------------
  *  Refers to sequentially numbered copy.
  5