content: <PAGE>   1
                                                             Registration No. 333-
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                              Transition Systems, Inc.
  - --------------------------------------------------------------------------------
                 (Exact name of issuer as specified in its charter)
  
       Massachusetts                                           04-2887598
  - --------------------------------------------------------------------------------
  (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                           Identification No.)
  
    One Boston Place, Boston, Massachusetts                       02108
  - --------------------------------------------------------------------------------
  (Address of principal executive offices)                      (Zip Code)
  
                              TRANSITION SYSTEMS, INC.
                          1996 EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plan)
  
                                   Robert F. Raco
                        President and Chief Executive Officer
                              Transition Systems, Inc.
                                  One Boston Place
                             Boston, Massachusetts 02108
                                   (617) 723-4222
  - --------------------------------------------------------------------------------
                     (Name and address, including zip code, and
            telephone number, including area code, of agent for service)
  
                                   WITH A COPY TO:
                               Donald R. Ware, Esquire
                            Robert W. Sweet, Jr., Esquire
                               Foley, Hoag & Eliot LLP
                               One Post Office Square
                             Boston, Massachusetts 02109
                                   (617) 832-1000
  
  - --------------------------------------------------------------------------------
                           CALCULATION OF REGISTRATION FEE
  ================================================================================
                                                    Proposed
  Title of                       Proposed           Maximum
  Securities        Amount       Maximum            Aggregate       Amount of
  to be             to be        Offering Price     Offering        Registration
  Registered        Registered   Per Share          Price           Fee
  - --------------------------------------------------------------------------------
  
  Common Stock       300,000      $22.00(1)       $6,600,000(1)     $2,275.86(1)
  (par value $0.01)  shares
  
  ================================================================================
  
        (1) Estimated pursuant to Rules 457(c) and (h) based on 85% of the average
  of the high and low prices of the Common Stock as reported on the National
  Association of Securities Dealers Automated Quotation National Market System on
  August 14, 1996.
  
                     -------------------------------------------
  
  
  <PAGE>   2
  
                                       
                                     PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The following documents filed with the Securities and Exchange Commission
  (the "Commission") are incorporated in this Registration Statement by reference:
  
       (a) the Prospectus dated April 18, 1996 of Transition Systems, Inc. (the
  "Company" or the "Registrant") included in the Company's Registration Statement
  on Form S-1, File No. 333-01758 as declared effective by the Commission on April
  18, 1996;
  
       (b) the description of the Company's Common Stock contained in the
  Registration Statement on Form 8-A filed with the Commission on April 10, 1996
  under Section 12 of the Securities Exchange Act of 1934, including any amendment
  or description filed for the purpose of updating such description;
  
       (c) the Company's Quarterly Report on Form 10-Q for the Quarterly Period
  ended March 30, 1996, as filed with the Commission on May 31, 1996; and
  
       (d) the Company's Quarterly Report on Form 10-Q for the Quarterly Period
  ended June 30, 1996, as filed with the Commission on August 9, 1996.
  
       All documents subsequently filed by the Company 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 which indicates that all securities offered have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed to be incorporated by reference in this Registration Statement and to be
  part hereof from the date of filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       The validity of the securities registered hereby is being passed upon for
  the Company by Foley, Hoag & Eliot LLP, Boston, Massachusetts.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Article 6 of the Company's Amended and Restated Articles of Organization
  provides that a director shall not have personal liability to the Company or its
  stockholders for monetary damages arising out of the director's breach of
  fiduciary duty as a director of the Company, to the maximum extent permitted by
  
  <PAGE>   3
  
  Massachusetts Law. Section 13(b)(1 1/2) of Chapter 156B of the Massachusetts
  Business Corporation Law provides that the articles of organization of a
  corporation may state a provision eliminating or limiting the personal liability
  of a director to a corporation or its stockholders for monetary damages for
  breach of fiduciary duty as a director, provided, however, that such provision
  shall not eliminate or limit the liability of a director (i) for any breach of
  the director's duty of loyalty to the corporation or its stockholders, (ii) for
  acts of omissions not in good faith or which involve intentional misconduct or
  knowing violation of law, (iii) under section 61 or 62 of the Massachusetts
  Business Corporation Law dealing with liability for unauthorized distributions
  and loans to insiders, respectively, or (iv) for any transaction from which the
  director derived an improper personal benefit.
  
       The Company's Amended and Restated By-Laws further provide that the Company
  shall, to the fullest extent authorized by Chapter 156B of the Massachusetts
  General Laws, indemnify each person who is, or shall have been, a director or
  officer of the Company or who is or was a director or employee of the Company
  and is serving, or shall have served, at the request of the Company, as director
  or officer of another organization or in any capacity with respect to any
  employee benefit plan of the Company, against all liabilities and expenses
  (including judgments, fines, penalties, amounts paid or to be paid in
  settlement, and reasonable attorneys' fees) imposed upon or incurred by any such
  person in connection with, or arising out of, the defense or disposition of any
  action, suit or other proceeding whether civil or criminal, in which they may be
  involved by reason of being or having been such a director or officer or as a
  result of service with respect to any such employee benefit plan. Section 67 of
  Chapter 156B of the Massachusetts General Laws authorizes a corporation to
  indemnify its directors, officers, employees and other agents unless such person
  shall have been adjudicated in any proceeding not to have acted in good faith in
  the reasonable belief that such action was in the best interests of the
  corporation or, to the extent such matter related to service with respect to an
  employee benefit plan, in the best interests of the participants or
  beneficiaries of such employee benefit plan.
  
       The effect of these provisions would be to permit indemnification by the
  Company for, among other liabilities, liabilities arising out of the Securities
  Act of 1933.
  
       Section 67 of the Massachusetts Business Corporation Law also affords a
  Massachusetts corporation the power to obtain insurance on behalf of its
  directors and officers against liabilities incurred by them in those capacities.
  The Company has procured a directors' and officers' liability and company
  reimbursement liability insurance policy that (i) insures directors and officers
  of the Company against losses (above a 
  
                                        II-2
  
  <PAGE>   4
  
  deductible amount) arising from certain claims made against them by reason of
  certain acts done or attempted by such directors or officers and (ii) insures
  the Company against losses (above a deductible amount) arising from any
  such claims, but only if the Company is required or permitted to indemnify such
  directors or officers for such losses under statutory or common law or under
  provisions of the Company's Amended and Restated Articles of Organization or
  Restated By-Laws.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  
  ITEM 8.  EXHIBITS.
  
   4.1 Specimen certificate for the Common Stock (included as Exhibit 4.1 to
       the Company's Registration Statement on Form S-1, Registration Number
       333-01758, and incorporated herein by reference)
  
   4.2 Transition Systems, Inc. 1996 Employee Stock Purchase Plan (included as
       Exhibit 10.2 to the Company's Registration Statement on Form S-1,
       Registration No. 333-01758 and incorporated herein by reference) 
  
   5.1 Opinion of Counsel
  
  23.1 Consent of Independent Accountants
  
  23.2 Consent of Counsel (included in Exhibit 5.1)
  
  24.1 Power of Attorney (contained on the signature page)
  
  
  
                                        II-3
  <PAGE>   5
  
                                     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 City of Boston, Massachusetts, on this 16th day of August, 
  1996.
  
                              TRANSITION SYSTEMS, INC.
  
  
  
                                         By: /s/ Robert F. Raco
                                             -------------------------------------
                                             Robert F. Raco
                                             President and Chief Executive Officer
  
  
                                  POWER OF ATTORNEY
  
       KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
  below constitutes and appoints Robert E. Kinney and Paula J. Malzone, and each
  of them, true and lawful attorneys-in-fact and agents with full power of
  substitution, for and in 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 which they, or any
  of them, may deem necessary or advisable to be done in connection with this
  Registration Statement, as fully to all intents and purposes as he or she might
  or could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents or any of them, or any substitute or substitutes
  for any or all 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/ Robert F. Raco            President and Chief               August 16, 1996
  - -------------------           Executive Officer
  Robert F. Raco                and Director (Principal
                                Executive Officer)
  
  
                                        II-4
  <PAGE>   6
  
  Signature                    Title                                   Date
  - ---------                    -----                                   ----
  
  
  /s/ Robert E. Kinney         Chief Financial Officer             August 16, 1996
  - -----------------------                                          
  Robert E. Kinney                                                 
                                                                   
                                                                   
                                                                   
  /s/ Paula J. Malzone         Treasurer                           August 16, 1996
  - -----------------------                                          
  Paula J. Malzone  
  
                                                                   
                                                                   
  /s/ Patrick T. Hackett       Director                            August 14, 1996
  - -----------------------                                          
  Patrick T. Hackett                                               
                                                                   
                                                                   
                                                                   
  /s/ Robert S. Hillas         Director                            August 16, 1996
  - -----------------------                                          
  Robert S. Hillas
                                                                   
                                                                   
                                                                   
  /s/ Peter Van Etten          Director                            August 14, 1996
  - -----------------------                                          
  Peter Van Etten                                                  
                                                                   
                                                                   
                                                                   
  /s/ Allen F. Wise            Director                            August 14, 1996
  - -----------------------                                          
  Allen F. Wise                                                    
                               
                               
  
  
                                        II-5
  
  <PAGE>   7
  
                                  EXHIBIT INDEX
                                  -------------
  Exhibit  
    No.     Description                                              Page
  - -------   -----------                                              ----
            
   4.1      Specimen certificate for the Common Stock
            (included as Exhibit 4.1 to the Company's
            Registration Statement on Form S-1, Registration
            Number 333-01758, and incorporated herein by
            reference)
            
   4.2      Transition Systems, Inc. 1996 Employee Stock Purchase 
            Plan (included as Exhibit 10.2 to the Company's 
            Registration Statement on Form S-1, Registration 
            No. 333-01758 and incorporated herein by reference)
            
   5.1      Opinion of Counsel
            
  23.1      Consent of Independent Accountants
            
  23.2      Consent of Counsel (included in Exhibit 5.1)
            
  24.1      Power of Attorney (contained on the signature
            page)
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "TRANSITION SYSTEMS, INC.", "secsgml_size_bytes": 15894}]
metadata_filer: {"company-data": {"conformed-name": "TRANSITION SYSTEMS INC", "cik": "0001009301", "assigned-sic": "8744", "irs-number": "042887598", "state-of-incorporation": "MA", "fiscal-year-end": "0928"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10413", "film-number": "96617549"}, "business-address": {"street1": "ONE BOSTON PLACE", "city": "BOSTON", "state": "MA", "zip": "02108", "phone": "6177234222"}}
text: 1
                                                             Registration No. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                              Transition Systems, Inc.
  - --------------------------------------------------------------------------------
                 (Exact name of issuer as specified in its charter)
  
       Massachusetts                                           04-2887598
  - --------------------------------------------------------------------------------
  (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                           Identification No.)
  
    One Boston Place, Boston, Massachusetts                       02108
  - --------------------------------------------------------------------------------
  (Address of principal executive offices)                      (Zip Code)
  
                              TRANSITION SYSTEMS, INC.
                          1996 EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plan)
  
                                   Robert F. Raco
                        President and Chief Executive Officer
                              Transition Systems, Inc.
                                  One Boston Place
                             Boston, Massachusetts 02108
                                   (617) 723-4222
  - --------------------------------------------------------------------------------
                     (Name and address, including zip code, and
            telephone number, including area code, of agent for service)
  
                                   WITH A COPY TO:
                               Donald R. Ware, Esquire
                            Robert W. Sweet, Jr., Esquire
                               Foley, Hoag & Eliot LLP
                               One Post Office Square
                             Boston, Massachusetts 02109
                                   (617) 832-1000
  
  - --------------------------------------------------------------------------------
                           CALCULATION OF REGISTRATION FEE
  ================================================================================
                                                    Proposed
  Title of                       Proposed           Maximum
  Securities        Amount       Maximum            Aggregate       Amount of
  to be             to be        Offering Price     Offering        Registration
  Registered        Registered   Per Share          Price           Fee
  - --------------------------------------------------------------------------------
  
  Common Stock       300,000      $22.00(1)       $6,600,000(1)     $2,275.86(1)
  (par value $0.01)  shares
  
  ================================================================================
  
        (1) Estimated pursuant to Rules 457(c) and (h) based on 85% of the average
  of the high and low prices of the Common Stock as reported on the National
  Association of Securities Dealers Automated Quotation National Market System on
  August 14, 1996.
  
                     -------------------------------------------
  2
  
                                       
                                     PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The following documents filed with the Securities and Exchange Commission
  (the "Commission") are incorporated in this Registration Statement by reference:
  
       (a) the Prospectus dated April 18, 1996 of Transition Systems, Inc. (the
  "Company" or the "Registrant") included in the Company's Registration Statement
  on Form S-1, File No. 333-01758 as declared effective by the Commission on April
  18, 1996;
  
       (b) the description of the Company's Common Stock contained in the
  Registration Statement on Form 8-A filed with the Commission on April 10, 1996
  under Section 12 of the Securities Exchange Act of 1934, including any amendment
  or description filed for the purpose of updating such description;
  
       (c) the Company's Quarterly Report on Form 10-Q for the Quarterly Period
  ended March 30, 1996, as filed with the Commission on May 31, 1996; and
  
       (d) the Company's Quarterly Report on Form 10-Q for the Quarterly Period
  ended June 30, 1996, as filed with the Commission on August 9, 1996.
  
       All documents subsequently filed by the Company 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 which indicates that all securities offered have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed to be incorporated by reference in this Registration Statement and to be
  part hereof from the date of filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       The validity of the securities registered hereby is being passed upon for
  the Company by Foley, Hoag & Eliot LLP, Boston, Massachusetts.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Article 6 of the Company's Amended and Restated Articles of Organization
  provides that a director shall not have personal liability to the Company or its
  stockholders for monetary damages arising out of the director's breach of
  fiduciary duty as a director of the Company, to the maximum extent permitted by
  3
  
  Massachusetts Law. Section 13(b)(1 1/2) of Chapter 156B of the Massachusetts
  Business Corporation Law provides that the articles of organization of a
  corporation may state a provision eliminating or limiting the personal liability
  of a director to a corporation or its stockholders for monetary damages for
  breach of fiduciary duty as a director, provided, however, that such provision
  shall not eliminate or limit the liability of a director (i) for any breach of
  the director's duty of loyalty to the corporation or its stockholders, (ii) for
  acts of omissions not in good faith or which involve intentional misconduct or
  knowing violation of law, (iii) under section 61 or 62 of the Massachusetts
  Business Corporation Law dealing with liability for unauthorized distributions
  and loans to insiders, respectively, or (iv) for any transaction from which the
  director derived an improper personal benefit.
  
       The Company's Amended and Restated By-Laws further provide that the Company
  shall, to the fullest extent authorized by Chapter 156B of the Massachusetts
  General Laws, indemnify each person who is, or shall have been, a director or
  officer of the Company or who is or was a director or employee of the Company
  and is serving, or shall have served, at the request of the Company, as director
  or officer of another organization or in any capacity with respect to any
  employee benefit plan of the Company, against all liabilities and expenses
  (including judgments, fines, penalties, amounts paid or to be paid in
  settlement, and reasonable attorneys' fees) imposed upon or incurred by any such
  person in connection with, or arising out of, the defense or disposition of any
  action, suit or other proceeding whether civil or criminal, in which they may be
  involved by reason of being or having been such a director or officer or as a
  result of service with respect to any such employee benefit plan. Section 67 of
  Chapter 156B of the Massachusetts General Laws authorizes a corporation to
  indemnify its directors, officers, employees and other agents unless such person
  shall have been adjudicated in any proceeding not to have acted in good faith in
  the reasonable belief that such action was in the best interests of the
  corporation or, to the extent such matter related to service with respect to an
  employee benefit plan, in the best interests of the participants or
  beneficiaries of such employee benefit plan.
  
       The effect of these provisions would be to permit indemnification by the
  Company for, among other liabilities, liabilities arising out of the Securities
  Act of 1933.
  
       Section 67 of the Massachusetts Business Corporation Law also affords a
  Massachusetts corporation the power to obtain insurance on behalf of its
  directors and officers against liabilities incurred by them in those capacities.
  The Company has procured a directors' and officers' liability and company
  reimbursement liability insurance policy that (i) insures directors and officers
  of the Company against losses (above a 
  
                                        II-2
  4
  
  deductible amount) arising from certain claims made against them by reason of
  certain acts done or attempted by such directors or officers and (ii) insures
  the Company against losses (above a deductible amount) arising from any
  such claims, but only if the Company is required or permitted to indemnify such
  directors or officers for such losses under statutory or common law or under
  provisions of the Company's Amended and Restated Articles of Organization or
  Restated By-Laws.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  ITEM 8.  EXHIBITS.
  
   4.1 Specimen certificate for the Common Stock (included as Exhibit 4.1 to
       the Company's Registration Statement on Form S-1, Registration Number
       333-01758, and incorporated herein by reference)
  
   4.2 Transition Systems, Inc. 1996 Employee Stock Purchase Plan (included as
       Exhibit 10.2 to the Company's Registration Statement on Form S-1,
       Registration No. 333-01758 and incorporated herein by reference) 
  
   5.1 Opinion of Counsel
  
  23.1 Consent of Independent Accountants
  
  23.2 Consent of Counsel (included in Exhibit 5.1)
  
  24.1 Power of Attorney (contained on the signature page)
  
                                        II-3
  5
  
                                     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 City of Boston, Massachusetts, on this 16th day of August, 
  1996.
  
                              TRANSITION SYSTEMS, INC.
  
                                         By: /s/ Robert F. Raco
                                             -------------------------------------
                                             Robert F. Raco
                                             President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
       KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
  below constitutes and appoints Robert E. Kinney and Paula J. Malzone, and each
  of them, true and lawful attorneys-in-fact and agents with full power of
  substitution, for and in 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 which they, or any
  of them, may deem necessary or advisable to be done in connection with this
  Registration Statement, as fully to all intents and purposes as he or she might
  or could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents or any of them, or any substitute or substitutes
  for any or all 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/ Robert F. Raco            President and Chief               August 16, 1996
  - -------------------           Executive Officer
  Robert F. Raco                and Director (Principal
                                Executive Officer)
  
                                        II-4
  6
  
  Signature                    Title                                   Date
  - ---------                    -----                                   ----
  
  /s/ Robert E. Kinney         Chief Financial Officer             August 16, 1996
  - -----------------------                                          
  Robert E. Kinney                                                 
                                                                   
                                                                   
                                                                   
  /s/ Paula J. Malzone         Treasurer                           August 16, 1996
  - -----------------------                                          
  Paula J. Malzone  
  
                                                                   
                                                                   
  /s/ Patrick T. Hackett       Director                            August 14, 1996
  - -----------------------                                          
  Patrick T. Hackett                                               
                                                                   
                                                                   
                                                                   
  /s/ Robert S. Hillas         Director                            August 16, 1996
  - -----------------------                                          
  Robert S. Hillas
                                                                   
                                                                   
                                                                   
  /s/ Peter Van Etten          Director                            August 14, 1996
  - -----------------------                                          
  Peter Van Etten                                                  
                                                                   
                                                                   
                                                                   
  /s/ Allen F. Wise            Director                            August 14, 1996
  - -----------------------                                          
  Allen F. Wise                                                    
                               
                               
  
                                        II-5
  7
  
                                  EXHIBIT INDEX
                                  -------------
  Exhibit  
    No.     Description                                              Page
  - -------   -----------                                              ----
            
   4.1      Specimen certificate for the Common Stock
            (included as Exhibit 4.1 to the Company's
            Registration Statement on Form S-1, Registration
            Number 333-01758, and incorporated herein by
            reference)
            
   4.2      Transition Systems, Inc. 1996 Employee Stock Purchase 
            Plan (included as Exhibit 10.2 to the Company's 
            Registration Statement on Form S-1, Registration 
            No. 333-01758 and incorporated herein by reference)
            
   5.1      Opinion of Counsel
            
  23.1      Consent of Independent Accountants
            
  23.2      Consent of Counsel (included in Exhibit 5.1)
            
  24.1      Power of Attorney (contained on the signature
            page)