content: <PAGE>   1
  
  
  
  
  
                         Securities and Exchange Commission
                               Washington D.C. 20549
  
                                      FORM S-8
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                   MIGRATEC, INC.
                 (Exact name of issuer as specified in its charter)
  
                    FLORIDA                           65-0125664
       (State of other jurisdiction of             (I.R.S. Employer
        incorporation or organization)            Identification No.)
  
  
  
                      12801 NORTH STEMMONS FREEWAY, SUITE 710
                            FARMERS BRANCH, TEXAS 75234
           (Address, including zip code, of principal executive offices)
  
                          MIGRATEC, INC., STOCK OPTIONS TO
                               OFFICERS AND DIRECTORS
                             (Full title of the plans)
  
                          W. CURTIS OVERSTREET, PRESIDENT
                      12801 NORTH STEMMONS FREEWAY, SUITE 710
                            FARMERS BRANCH, TEXAS 75234
                                   (972) 969-0300
   (Name, address and telephone number, including area code, of agent for service)
  
                                      Copy to:
  
                               James Schneider, Esq.
                       Atlas, Pearlman, Trop & Borkson, P.A.
                      200 East Las Olas Boulevard, Suite 1900
                           Fort Lauderdale, Florida 33301
                                   (954) 763-1200
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
                                                          Proposed Maximum      Proposed Maximum
           Title of Shares             Amount To Be        Offering Price      Aggregate Offering         Amount of
          To Be Registered              Registered          Per Share               Price             Registration Fee
  --------------------------------------------------------------------------------------------------------------------
  <S>                                  <C>                    <C>                <C>                     <C>
   Common Stock, no par value (1)      6,950,000 (1)          $0.20 (1)          $1,390,000 (1)          $386.42 (1)
  </TABLE>
  
  (1)  Estimated solely for the purpose of computing the amount of the
       registration fee in accordance with Rule 457(c) under the Securities Act
       based upon the average of the bid and ask price ($0.20) for the Common
       Stock, no par value, per share, as reported by NASD Over the Counter
       Bulletin Board on October 13, 1999.
  
  
  
  <PAGE>   2
  
  
                                   MIGRATEC, INC.
  
          CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K
  
  <TABLE>
  <CAPTION>
            Form S-8 Item Number and Caption         Caption in Prospectus
         -----------------------------------       ------------------------
  
  <S>                                              <C>
         1.  Forepart of Registration              Facing Page of
             Statement and Outside                 Registration Statement
             Front Cover Page of                   and Cover Page of
             Prospectus                            Prospectus
  
         2.  Inside Front and Outside              Inside Cover Page of
             Back Cover Pages of                   Prospectus and Outside
             Prospectus                            Cover Page of Prospectus
  
         3.  Summary Information, Risk             Not Applicable
             Factors and Ratio of
             Earnings to Fixed Charges
  
         4.  Use of Proceeds                       Not Applicable
  
         5.  Determination of Offering             Not Applicable
             Price
  
         6.  Dilution                              Not Applicable
  
         7.  Selling Security Holders              Not Applicable
  
         8.  Plan of Distribution                  Cover Page of Prospectus
                                                   and Plan of Distribution
  
         9.  Description of Securities             Description of Securities;
             to be Registered                      MigraTEC, Inc., Stock
                                                   Options to
                                                   Officers and Directors
  
        10.  Interests of Named Experts            Legal Matters
             and Counsel
  
        11.  Material Changes                      Not Applicable
  
        12.  Incorporation of Certain              Incorporation of Certain
             Information by Reference              Documents by Reference
  
        13.  Disclosure of Commission              Indemnification
             Position on
             Indemnification for
             Securities Act Liabilities
  </TABLE>
  
                                        ii
  
  <PAGE>   3
  PROSPECTUS
  
                                   MIGRATEC, INC.
  
                   6,950,000 SHARES OF COMMON STOCK, NO PAR VALUE
  
                                 Issued Pursuant to
                          MigraTEC, Inc., Stock Options to
                               Officers and Directors
  
  This prospectus is part of a registration statement which registers a total of
  6,950,000 shares of common stock, no par value of MigraTEC, Inc. The shares may
  be issued to executive officers and directors of MigraTEC through the exercise
  of non-qualified stock options to purchase shares of common stock under terms of
  certain stock option agreements with the executive officers and directors. All
  of the options or shares have been granted or issued to the executive officers
  and directors pursuant to individual written option agreements. MigraTEC will
  not receive any proceeds from the sales except upon exercise of the options.
  
  NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
  COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
  THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
  A CRIMINAL OFFENSE.
  
  
                  The date of this prospectus is October 19, 1999.
  
  
  
  <PAGE>   4
  
  
                               AVAILABLE INFORMATION
  
  MigraTEC is subject to the informational requirements of the Securities
  Exchange Act of 1934, as amended, and, accordingly, files reports, proxy
  statements and other information with the Securities and Exchange Commission.
  Reports, proxy statements and other information filed with the Commission can
  be inspected and copied at the public reference facilities of the Commission at
  450 Fifth Street N.W., Washington D.C. 20549. Copies of this material can also
  be obtained at prescribed rates from the Public Reference Section of the
  Commission at its principal office at 450 Fifth Street N.W., Washington D.C.
  20549. The Commission also maintains a website on the internet that contains
  reports, proxy and information statements and other information regarding
  registrants that file electronically with the Commission at http://www.sec.gov.
  MigraTEC's common stock is traded on the NASD Over-the-Counter Bulletin Board
  under the symbol "MIGR."
  
  MigraTEC has filed with the Commission a registration statement on Form S-8
  under the Securities Act of 1933, as amended, with respect to the shares. This
  prospectus, which is Part I of the registration statement, omits certain
  information contained in the registration statement. For further information
  with respect to MigraTEC and the shares offered by this prospectus, reference
  is made to the registration statement, including exhibits. Statements in this
  prospectus as to any document are not necessarily complete, and where any
  document is an exhibit to the registration statement or is incorporated by
  reference, each statement is qualified in all respects by the provisions of the
  exhibit or other document, to which the reference is made, for a full statement
  of the provisions. A copy of the registration statement, with exhibits, may be
  obtained from the Commission's office in Washington D.C. (at the above address)
  upon payment of the fees prescribed by the rules and regulations of the
  Commission, or examined there without charge or at the Commission's website at
  http://www.sec.gov.
  
                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
  The following documents filed by MigraTEC with the Securities and Exchange
  Commission are incorporated herein by reference and made a part of this
  prospectus:
  
       (a) MigraTEC's Annual Report on Form 10-KSB for the fiscal year ended
  December 31, 1998, filed on May 12, 1999.
  
       (b) MigraTEC's Quarterly Report on Form 10-QSB for the quarter ended March
  31, 1999, filed on May 20, 1999.
  
       (c) MigraTEC's Quarterly Report on Form 10-QSB for the quarter ended June
  30, 1999, filed on August 23, 1999.
  
       (d) Post-Effective Amendment No. 1 to Form SB-2, Registration Statement
  No. 333-65093, filed on May 7, 1999.
  
  All reports and documents filed by MigraTEC pursuant to Section 13, 14 or 15(d)
  of the Exchange Act, prior to the filing of a post-effective amendment which
  indicates that all securities offered hereby have been sold or which
  deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference and to be a part of this prospectus from the
  respective date of filing of the documents. Any statement incorporated by
  reference shall be deemed to be modified or superseded for purposes of this
  prospectus to the extent that a statement contained of this prospectus or in
  any other subsequently filed document, which also is or is deemed to be
  incorporated by reference, modifies or supersedes the
  
                                         2
  
  <PAGE>   5
  statement. Any statement modified or superseded shall not be deemed, except as
  so modified or superseded, to constitute part of this prospectus.
  
  MigraTEC undertakes to provide without charge to each person, including any
  beneficial owner, to whom a copy of the prospectus has been delivered, on the
  written request of the person, a copy of any or all of the documents referred
  to above which have been or may be incorporated by reference in this
  prospectus, other than exhibits to the documents. Written requests for copies
  should be directed to Corporate Secretary, MigraTEC, Inc., 12801 North Stemmons
  Freeway, Suite 710, Farmers Branch, Texas 75234.
  
  No person has been authorized by MigraTEC to give any information or to make
  any representation other than as contained in this prospectus, and if given or
  made, the information or representation must not be relied upon as having been
  authorized by MigraTEC. Neither the delivery of this prospectus nor any
  distribution of the shares issuable upon exercise of the options or under the
  terms of the option agreements shall, under any circumstances, create any
  implication that there has been no change in the affairs of MigraTEC since the
  date of this prospectus.
  
                                    THE COMPANY
  
  MigraTEC, Inc., is a developer and provider of software technology, products
  and services which automate the upgrade or "migration" process. We help
  companies move their existing software applications to new and more advanced
  hardware and software platforms and which address the Year 2000 challenge. Our
  automated software "tools" can significantly decrease the time, effort and cost
  of an upgrade or migration project.
  
  
                                         3
  
  <PAGE>   6
  
  
                          MIGRATEC, INC., STOCK OPTIONS TO
                               OFFICERS AND DIRECTORS
  
  INTRODUCTION
  
  Pursuant to certain option agreements and in consideration for services
  provided, we have granted to our four executive officers and four non-employee
  members of the Board of Directors non-qualified options to purchase up to
  6,950,000 shares of our common stock as follows:
  
  <TABLE>
  <CAPTION>
                                                           # of Shares  Price per    Original Vesting Schedule
           Name                Title          Grant Date      (1)(a)      Share                (1)(b)
  ----------------------   --------------     ----------   -----------  ---------    ---------------------------
  
  <S>                      <C>                 <C>           <C>          <C>       <C>
  W. Curtis Overstreet     President, CEO      05/01/98      3,000,000    $0.20     50% at date of grant; then
                           and Director                                             1/24 per month for 24 months
  
  Rick J. Johnson          COO                 05/01/98        750,000    $0.20     50% at date of grant; then
                                                                                    1/24 per month for 24 months
  
  Mark C. Myers            CFO and Secretary   04/01/98        450,000    $0.20     1/24 per month for 24 months
  
  Joseph B. Meredith       V.P. Business       05/01/98        600,000    $0.20     50% at date of grant; then
                           Development                                              1/24 per month for 24 months
  
  Benjamin Swirsky         Chairman            05/01/98        600,000    $0.20     1/24 per month for 24 months
  
  Deane C. Watson, Jr.     Director            05/01/98        500,000    $0.20     1/24 per month for 24 months
  
  Marcus R. Rowan          Vice Chairman       05/01/98        550,000    $0.20     1/24 per month for 24 months
  
  Richard A. Gray, Jr.     Director            05/01/98        500,000    $0.20     1/24 per month for 24 months
                                                             ---------
                                                             6,950,000
                                                             =========
  </TABLE>
  
  
       (1) Represents only one-half of the shares underlying the original grants
           of options which were for the purchase of up to 13,500,000 shares.
           Effective September 7, 1999, the original option agreements were
           amended to include the following modifications:
  
           (a) the total number of shares underlying each option was voluntarily
               reduced by 50%;
  
           (b) the remaining 50% of the shares underlying each option remained
               fully vested as of the effective date of the modifications;
  
           (c) as it relates to the four executive officers, in the event of any
               termination of employment, whether voluntary or involuntary, the
               expiration date of any unexercised portion of the options was
               re-defined to be four years after the date of termination of
               employment;
  
           (d) as it relates to the four non-employee directors, the expiration
               date of any unexercised portion of the options was re-defined to
               be four years from the effective date of the modifications.
  
  The purpose of the option agreements is to encourage stock ownership by our
  executive officers and directors, and to give these persons a greater personal
  interest in the success of MigraTEC's business and an added incentive to
  continue to advance and contribute to MigraTEC.
  
                                         4
  
  <PAGE>   7
  ELIGIBILITY
  
  Executive officers and directors of MigraTEC and our subsidiaries are eligible
  to receive non-qualified options under the option agreements.
  
  ADMINISTRATION
  
  The option agreements will be administered by the board or an underlying
  committee. The board or the committee determines from time to time those
  officers and directors of MigraTEC or our subsidiaries to whom options shall be
  granted, the terms and provisions of the respective option agreements, the time
  or times at which the options shall be granted, the type of options to be
  granted, the dates the options become exercisable, the number of shares subject
  to each option, the purchase price of the shares and the form of payment of the
  purchase price. All other questions relating to the administration of the
  option agreements, and the interpretation of the provisions and of any related
  agreements, are resolved by the board or the committee.
  
  SHARES SUBJECT TO AWARDS
  
  We have reserved 6,950,000 of our authorized but unissued shares of common
  stock or shares maintained in the treasury of MigraTEC for issuance under the
  option agreements, and a maximum of 6,950,000 shares may be issued unless the
  option agreements are subsequently amended. Shares used for the option
  agreements may be authorized and unissued shares or shares reacquired by
  MigraTEC, including shares purchased in the open market.
  
  The option agreements provide that, if MigraTEC's outstanding shares are
  increased, decreased, exchanged or otherwise adjusted due to a share dividend,
  forward or reverse share split, recapitalization, reorganization, merger,
  consolidation, combination or exchange of shares, an appropriate and
  proportionate adjustment shall be made in the number or kind of shares subject
  to the option agreements or subject to unexercised options and in the purchase
  price per share under the option agreements. Any adjustment, however, does not
  change the total purchase price payable for the shares subject to outstanding
  option agreements.
  
  TERMS OF EXERCISE
  
  The option agreements provide that the options granted shall be exercisable
  from time to time in whole or in part, unless otherwise specified in the option
  agreement representing the options or by the board or by the committee. Each
  option may be exercised in whole or in part at any time during the period from
  the date of the grant until the end of the period covered by the option period
  as stipulated in the option agreement.
  
  TRANSFERABILITY
  
  All options exercisable under the option agreements are assignable and
  transferable. Upon assignment or transfer, both the original optionee and the
  transferee optionee will acknowledge, by delivery of written notice to
  MigraTEC, that transferee optionee will have the same rights and be subject to
  the same restrictions as original optionee, including restrictions relating to
  the exercise of options in the event of any termination of employment of
  original optionee. In addition to the acknowledgment, the written notice should
  also state the number of shares with respect to which the option is being
  assigned or transferred as well as transferee optionee's full name, address,
  telephone number and federal tax identification number.
  
  
  
                                         5
  
  <PAGE>   8
  EXERCISE PRICE
  
  The purchase price for the shares is 100% of the fair market value of
  MigraTEC's common stock on the date the option is granted as determined by the
  board. If the purchase price is paid with consideration other than cash, the
  board shall determine the fair value of the consideration to MigraTEC in
  monetary terms.
  
  The per share purchase price of shares subject to options granted under the
  option agreements may be adjusted in the event of certain changes in MigraTEC's
  capitalization, but any adjustment shall not change the total purchase price
  payable upon the exercise in full of options granted under the option
  agreements.
  
  MANNER OF EXERCISE
  
  Options are exercisable under the option agreements by delivery of written
  notice to MigraTEC stating the number of shares with respect to which the
  option is being exercised, together with full payment of the purchase price.
  Payment shall be in cash, checks, certified or bank cashier's checks,
  promissory notes secured by the shares issued through exercise of the related
  options, shares of common stock or in another form or combination of forms
  which shall be acceptable to the board or the committee, provided that any loan
  or guarantee by MigraTEC of the purchase price may only be made upon resolution
  of the board that the loan or guarantee is reasonably expected to benefit
  MigraTEC.
  
  TERMINATION
  
  If an optionee shall die, his options may be exercised, to the extent that the
  optionee shall have been entitled to do so on the date of his death, by the
  person or persons to whom the optionee's right under the option agreement pass
  by will or applicable law, or if no other person has that right, by his
  executors or administrators, at any time, or from time to time.
  
  If an optionee's employment by MigraTEC or a subsidiary shall terminate for any
  reason, he may exercise his options, to the extent that he shall have been
  entitled to do so at the date of the termination of his employment, at any
  time, or from time to time, but not later than the expiration date specified in
  his option agreement.
  
  MODIFICATION AND TERMINATION OF OPTION AGREEMENTS
  
  Any amendment to or modification of an option agreement must be in written form
  and agreed to and executed by both MigraTEC and the optionee.
  
  FEDERAL INCOME TAX EFFECTS
  
  The following discussion applies to the option agreements and is based on
  federal income tax laws and regulations in effect on October 15, 1999. It does
  not purport to be a complete description of the federal income tax consequences
  of the option agreements, nor does it describe the consequences of state, local
  or foreign tax laws which may be applicable. Accordingly, any person receiving
  a grant under the option agreements should consult with his own tax adviser.
  
  
                                         6
  
  <PAGE>   9
  The option agreements are not subject to the provisions of the Employee
  Retirement Income Security Act of 1974 and are not qualified under Section
  401(a) of the Internal Revenue Code of 1986, as amended.
  
  In respect to the holder of non-qualified options, the option holder does not
  recognize taxable income on the date of the grant of the non-qualified option,
  but recognizes ordinary income generally at the date of exercise in the amount
  of the difference between the option exercise price and the fair market value of
  the common stock on the date of exercise. However, if the holder of
  non-qualified options is subject to the restrictions on resale of common stock
  under Section 16 of the Securities Exchange Act of 1944, the person generally
  recognizes ordinary income at the end of the six-month period following the date
  of exercise in the amount of the difference between the option exercise price
  and the fair market value of the common stock at the end of the six-month
  period. Nevertheless, the holder may elect within 30 days after the date of
  exercise to recognize ordinary income as of the date of exercise. The amount of
  ordinary income recognized by the option holder is deductible by MigraTEC in the
  year that income is recognized.
  
  RESTRICTIONS UNDER SECURITIES LAWS
  
  The sale of the shares must be made in compliance with federal and state
  securities laws. Officers, directors and 10% or greater shareholders of
  MigraTEC, as well as certain other persons or parties who may be deemed to be
  "affiliates" of MigraTEC under the Federal Securities Laws, should be aware
  that resales by affiliates can only be made pursuant to an effective
  registration statement, Rule 144 or any other applicable exemption. Officers,
  directors and 10% or greater shareholders may also be subject to the "short
  swing" profit rule of Section 16(b) of the Securities Exchange Act of 1934.
  
                                PLAN OF DISTRIBUTION
  
  The sale of the common stock by the selling security holders may occur from
  time to time by or for the account of the selling holders. The selling holders
  will offer these securities through dealers or agents in one or more
  transactions that may take place on the over-the-counter market in ordinary
  broker's transactions under Rule 144. Usual and customary or brokerage fees or
  commissions will be paid by the selling security holders in connection with
  sales of securities.
  
                                         7
  
  <PAGE>   10
  
  
                             DESCRIPTION OF SECURITIES
  
  MigraTEC is authorized to issue 200,000,000 shares of common stock, no par
  value per share, and 1,000,000 shares of redeemable convertible 12% preferred
  stock, $1,000 par value per share. As of October 13, 1999, there were
  63,829,062 shares of common stock issued and outstanding and no shares of
  preferred stock outstanding.
  
  COMMON STOCK
  
  MigraTEC is authorized to issue up to 200,000,000 shares of common stock, no
  par value per share. The holders of shares of common stock are entitled to
  share, on a ratable basis, the dividends as may be declared by the Board of
  Directors out of funds legally available for that purpose. Upon liquidation,
  dissolution or winding up of MigraTEC, after payment to creditors and holders
  of any outstanding shares of preferred stock, the assets of MigraTEC will be
  divided pro rata on a per share basis among the holders of common stock.
  
  Each share of common stock entitles the holders to one vote. Holders of common
  stock do not have cumulative voting rights, which means that the holders of
  more than 50% of shares voting for the election of directors can elect all of
  the directors if they choose to do so, and in that event, the holders of the
  remaining shares will not be able to elect any directors. The ByLaws of
  MigraTEC require that only a majority of the issued and outstanding shares of
  common stock of MigraTEC need be represented to constitute a quorum and to
  transact business at a shareholders' meeting. The common stock has no
  preemptive, subscription or conversion rights and is not redeemable by
  MigraTEC.
  
  PREFERRED STOCK
  
  MigraTEC is authorized to issue up to 1,000,000 shares of redeemable
  convertible 12% preferred stock, $1,000 par value per share, none of which are
  issued or outstanding.
  
  NASD OTC BULLETIN BOARD
  
  MigraTEC's common stock is traded on the NASD Over-the-Counter Bulletin Board
  under the symbol "MIGR." Accordingly, our common stock is covered by a
  Securities and Exchange Commission rule that imposes additional sales practice
  requirements on broker-dealers who sell our securities to persons other than
  established customers and accredited investors (generally institutions with
  assets in excess of $5,000,000 or individuals with net worth in excess of
  $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their
  spouse). For transactions covered by the rule, the broker-dealer must make a
  special suitability determination for the purchaser and receive the purchaser's
  written agreement to the transaction prior to the sale. Consequently, the rule
  may affect the ability of broker-dealers to sell our securities and also may
  affect the ability of purchasers in this offering to sell their shares in the
  secondary market.
  
  TRANSFER AGENT
  
  The Transfer Agent for the shares of common stock is Interwest Transfer
  Company, P.O. Box 17136, Salt Lake City, Utah 84117.
  
                                         8
  
  <PAGE>   11
  
  
                                   LEGAL MATTERS
  
  Certain legal matters in connection with the securities being offered in this
  prospectus will be passed upon for us by Atlas, Pearlman, Trop & Borkson, P.A.,
  200 East Las Olas Boulevard, Suite 1900, Fort Lauderdale, Florida 33301.
  
  Atlas, Pearlman, Trop & Borkson, P.A., owns 71,429 shares of our common stock.
  
                                      EXPERTS
  
  MigraTEC's consolidated financial statements appearing in our Annual Report on
  Form 10-KSB, for the fiscal year ended December 31, 1998, filed on May 12,
  1999, have been audited by King Griffin & Adamson P.C., Independent Certified
  Public Accountants, as set forth in their report and incorporated in this
  prospectus by reference. The financial statements are, and audited financial
  statements to be included in subsequently filed documents will be, incorporated
  in this prospectus in reliance upon the reports of King Griffin & Adamson P.C.
  pertaining to the financial statements (to the extent covered by consents filed
  with the Securities and Exchange Commission) and given upon the authority of
  the firm as experts in accounting and auditing.
  
                                  INDEMNIFICATION
  
  The Florida Business Corporation Act permits the indemnification of directors,
  employees, officers and agents of Florida corporations. MigraTEC's Articles of
  Incorporation and Bylaws provide that we shall indemnify our directors and
  officers to the fullest extent permitted by the Corporation Act. Insofar as
  indemnification for liabilities arising under the Corporation Act may be
  permitted to directors, officers or persons controlling MigraTEC pursuant to
  the foregoing provisions, we have been informed that, in the opinion of the
  Commission, such indemnification is against public policy as expressed in the
  Act and is therefore unenforceable.
  
  The above indemnification provisions notwithstanding, we are aware that insofar
  as indemnification for liabilities arising under the Securities Act of 1933 may
  be permitted to directors, officers or persons controlling MigraTEC pursuant to
  the foregoing provisions, we have been informed that, in the opinion of the
  Securities and Exchange Commission, such indemnification is against public
  policy as expressed in the Act and is therefore unenforceable.
  
                                         9
  
  <PAGE>   12
  
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
  
  The documents listed in (a) through (g) below are incorporated by reference in
  the registration statement. All reports and documents subsequently filed by us
  pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
  of 1934, as amended, 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 and to be part of the registration statement from the date of
  filing of the documents. Any statement incorporated by reference shall be
  deemed to be modified or superseded for purposes of this registration statement
  to the extent that a statement contained in this registration statement or in
  any other subsequently filed document, which also is or is deemed to be
  incorporated by reference, modifies or supersedes the statement. Any statement
  modified or superseded shall not be deemed, except as so modified or
  superseded, to constitute part of this registration statement prospectus.
  
       (a) MigraTEC's Annual Report on Form 10-KSB for the fiscal year ended
  December 31, 1998, filed on May 12, 1999.
  
       (b) MigraTEC's Quarterly Report on Form 10-QSB for the quarter ended March
  31, 1999, filed on May 20, 1999.
  
       (c) MigraTEC's Quarterly Report on Form 10-QSB for the quarter ended June
  30, 1999, filed on August 23, 1999.
  
       (d) Post-Effective Amendment No. 1 to Form SB-2, Registration Statement
  No. 333-65093, filed on May 7, 1999.
  
  ITEM 4. DESCRIPTION OF SECURITIES
  
  The class of securities to be offered is registered under Section 15(d) of the
  Securities Exchange Act of 1934, as amended. A description of our securities is
  set forth in the prospectus incorporated as a part of this registration
  statement.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
  
  Not Applicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
  The Florida Business Corporation Act permits the indemnification of directors,
  employees, officers and agents of Florida corporations. Our Articles of
  Incorporation and Bylaws provide that we shall indemnify our directors and
  officers to the fullest extent permitted by the Corporation Act. Insofar as
  indemnification for liabilities arising under the Corporation Act may be
  permitted to directors, officers or persons controlling MigraTEC pursuant to
  the foregoing provisions, we have been informed that, in the opinion of the
  Commission, such indemnification is against public policy as expressed in the
  Act and is therefore unenforceable.
  
                                       II-1
  
  <PAGE>   13
  
  
  The above indemnification provisions notwithstanding, we are aware that insofar
  as indemnification for liabilities arising under the Securities Act of 1933 may
  be permitted to directors, officers or persons controlling MigraTEC pursuant to
  the foregoing provisions, we have been informed that, in the opinion of the
  Securities and Exchange Commission, such indemnification is against public
  policy as expressed in the Act and is therefore unenforceable.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
  
  Inasmuch as the executives officers and directors who received our shares will
  be either knowledgeable, sophisticated or have access to comprehensive
  information relevant to MigraTEC, the transactions was undertaken in reliance
  on the exemption from registration provided by Section 4(2) of the Act.
  Alternatively, we will rely upon the exemptions afforded by Regulation D under
  the Act. As a condition precedent to the grants, the security holders were, or
  will be, required to express an investment intent and consent to the imprinting
  of a restrictive legend on each stock certificate to be received from us.
  
  ITEM 8. EXHIBITS
  
  EXHIBIT                    DESCRIPTION
  
  (1)           Option Agreements between MigraTEC, Inc., and:
                    Mark C. Myers,
                    W. Curtis Overstreet,
                    Rick J. Johnson,
                    Joseph B. Meredith,
                    Benjamin Swirsky,
                    Deane C. Watson, Jr.,
                    Richard A. Gray, Jr., and
                    Marcus R. Rowan.
  
  (2)           Letter Agreements regarding Modification of Stock Options between
                MigraTEC, Inc., and:
                    Mark C. Myers,
                    W. Curtis Overstreet,
                    Rick J. Johnson,
                    Joseph B. Meredith,
                    Benjamin Swirsky,
                    Deane C. Watson, Jr.,
                    Richard A. Gray, Jr., and
                    Marcus R. Rowan.
  
  (5)           Opinion of Atlas, Pearlman, Trop & Borkson, P.A., relating to the
                issuance of shares of Common Stock pursuant to MigraTEC, Inc.,
                Stock Options to Officers and Directors.
  
  (24.1)        Consent of Atlas, Pearlman, Trop & Borkson, P.A., included in the
                opinion filed as exhibit (5) hereto.
  
  (24.2)        Consent of King Griffin & Adamson P.C.
  
                                       II-2
  
  <PAGE>   14
  
  
  ITEM 9. UNDERTAKINGS
  
  (1) The undersigned registrant undertakes:
  
      (a) To file, during any period in which offerings or sales are being made,
  a post-effective amendment to this registration statement to include any
  material information with respect to the plan of distribution not previously
  disclosed in the registration statement or any material change to the
  information in the registration statement;
  
      (b) That, for the purposes of determining any liability under the Act, each
  post-effective amendment shall be deemed to be a new registration statement
  relating to the securities offered, and the offering of the securities at that
  time shall be deemed to be the initial bona fide offering; and
  
      (c) To remove from registration by means of a post-effective amendment any
  of the securities being registered which remain unsold at the termination of
  the offering.
  
  (2) The undersigned registrant undertakes that, for purposes of determining any
  liability under the Act, each filing of the registrant's annual report pursuant
  to Section 13(a) or Section 15(d) of the Act (and, where applicable, each
  filing of an employee benefit plan's annual report pursuant to Section 15(d) of
  the Act) that is incorporated by reference in the registration statement shall
  be deemed to be a new registration statement relating to the securities
  offered, and the offering of the securities at that time shall be deemed to be
  the initial bona fide offering.
  
  (3) Insofar as indemnification for liabilities arising under the Act may be
  permitted to directors, officers and controlling persons of the registrant
  pursuant to the foregoing provisions, or otherwise, the registrant has been
  advised that, in the opinion of the Securities and Exchange Commission, such
  indemnification is against public policy as expressed in the Act and is,
  therefore, unenforceable. In the event that a claim for indemnification against
  any liabilities (other than the payment by the registrant of expenses incurred
  or paid by a director, officer of controlling person of the registrant in the
  successful defense of any action, suit or proceeding) is asserted by a
  director, officer or controlling person in connection with the securities being
  registered, the registrant will, unless in the opinion of its counsel the
  matter has been settled by controlling precedent, submit to a court of
  appropriate jurisdiction the question whether an indemnification by it is
  against public policy as expressed in the Act and will be governed by the final
  adjudication of the issue.
  
                                       II-3
  
  <PAGE>   15
  
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, as amended, the
  registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  registration statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Farmers Branch and the State of Texas, on the
  19th day of October, 1999.
  
                                   MIGRATEC, INC.
  
  
                                   By: /s/ W. CURTIS OVERSTREET
                                       ------------------------------------------
                                       W. Curtis Overstreet
                                       President and Chief Executive Officer
  
  
  Pursuant to the requirements of the Securities Act of 1933, as amended, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
              SIGNATURE                                             TITLE                                    DATE
  -----------------------------------           -------------------------------------------           -----------------
  
  <S>                                             <C>                                                 <C>
  
    /s/  W. CURTIS OVERSTREET                     Principal Executive Officer, President              October 19, 1999
  -----------------------------------             and Director
    W. Curtis Overstreet
  
    /s/  BENJAMIN SWIRSKY                         Chairman of the Board and Director                  October 19, 1999
  -----------------------------------
    Benjamin Swirsky
  
    /s/  MARK C. MYERS                            Principal Financial Officer and Secretary           October 19, 1999
  -----------------------------------
    Mark C. Myers
  
    /s/  DEANE C. WATSON, JR.                     Director                                            October 19, 1999
  -----------------------------------
    Deane C. Watson, Jr.
  
    /s/  CYNTHIA K. ALDERMAN                      Principal Accounting Officer                        October 19, 1999
  -----------------------------------
    Cynthia K. Alderman
  
    /s/  MARCUS R. ROWAN                          Vice-Chairman of the Board and Director             October 19, 1999
  -----------------------------------
    Marcus A. Rowan
  
    /s/  RICHARD A. GRAY, JR.                     Director                                            October 19, 1999
  -----------------------------------
    Richard A. Gray, Jr.
  </TABLE>
  
  
  
  <PAGE>   16
  
  
  EXHIBIT INDEX
  
                                   MIGRATEC, INC.
  
  <TABLE>
  <CAPTION>
       EXHIBIT
        NUMBER                    DESCRIPTION                     PAGE
  ------------------- ------------------------------------- -----------------
  
  <S>                 <C>
  (1)                 Option Agreements between MigraTEC, Inc., and:
                                Mark C. Myers,
                                W. Curtis Overstreet,
                                Rick J. Johnson,
                                Joseph B. Meredith,
                                Benjamin Swirsky,
                                Deane C. Watson, Jr.,
                                Richard A. Gray, Jr., and
                                Marcus R. Rowan
  
  (2)                 Letter Agreements regarding Modification of Stock Options
                      between MigraTEC, Inc., and:
                                Mark C. Myers,
                                W. Curtis Overstreet,
                                Rick J. Johnson,
                                Joseph B. Meredith,
                                Benjamin Swirsky,
                                Deane C. Watson, Jr.,
                                Richard A. Gray, Jr., and
                                Marcus R. Rowan
  
  (5)                 Opinion of Atlas, Pearlman, Trop & Borkson, P.A., relating
                      to the issuance of shares of Common Stock pursuant to
                      MigraTEC, Inc., Stock Options to Officers and Directors
  
  (24.1)              Consent of Atlas, Pearlman, Trop & Borkson, P.A., included
                      in the opinion filed as exhibit (5) hereto
  
  (24.2)              Consent of King Griffin & Adamson P.C.
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 41055}]
metadata_filer: {"company-data": {"conformed-name": "MIGRATEC INC", "cik": "0000850599", "assigned-sic": "2721", "irs-number": "650125664", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89291", "film-number": "99730691"}, "business-address": {"street1": "5 CAMPUS CIRCLE", "street2": "SUITE1 00", "city": "WESTLAKE", "state": "TX", "zip": "76262", "phone": "7189654172"}, "mail-address": {"street1": "5 CAMPUS CIRCLE", "street2": "SUITE 100", "city": "WESTLAKE", "state": "TX", "zip": "76262"}, "former-company": [{"former-conformed-name": "ONE UP CORP", "date-changed": "19960417"}, {"former-conformed-name": "NEW YORK ACQUISITIONS INC", "date-changed": "19940808"}]}
text: 1
  
                         Securities and Exchange Commission
                               Washington D.C. 20549
  
                                      FORM S-8
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                   MIGRATEC, INC.
                 (Exact name of issuer as specified in its charter)
  
                    FLORIDA                           65-0125664
       (State of other jurisdiction of             (I.R.S. Employer
        incorporation or organization)            Identification No.)
  
                      12801 NORTH STEMMONS FREEWAY, SUITE 710
                            FARMERS BRANCH, TEXAS 75234
           (Address, including zip code, of principal executive offices)
  
                          MIGRATEC, INC., STOCK OPTIONS TO
                               OFFICERS AND DIRECTORS
                             (Full title of the plans)
  
                          W. CURTIS OVERSTREET, PRESIDENT
                      12801 NORTH STEMMONS FREEWAY, SUITE 710
                            FARMERS BRANCH, TEXAS 75234
                                   (972) 969-0300
   (Name, address and telephone number, including area code, of agent for service)
  
                                      Copy to:
  
                               James Schneider, Esq.
                       Atlas, Pearlman, Trop & Borkson, P.A.
                      200 East Las Olas Boulevard, Suite 1900
                           Fort Lauderdale, Florida 33301
                                   (954) 763-1200
  
                          CALCULATION OF REGISTRATION FEE
  Proposed Maximum      Proposed Maximum
           Title of Shares             Amount To Be        Offering Price      Aggregate Offering         Amount of
          To Be Registered              Registered          Per Share               Price             Registration Fee
  --------------------------------------------------------------------------------------------------------------------
  Common Stock, no par value (1)      6,950,000 (1)          $0.20 (1)          $1,390,000 (1)          $386.42 (1)
  (1)  Estimated solely for the purpose of computing the amount of the
       registration fee in accordance with Rule 457(c) under the Securities Act
       based upon the average of the bid and ask price ($0.20) for the Common
       Stock, no par value, per share, as reported by NASD Over the Counter
       Bulletin Board on October 13, 1999.
  2
  
                                   MIGRATEC, INC.
  
          CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K
  Form S-8 Item Number and Caption         Caption in Prospectus
         -----------------------------------       ------------------------
  1.  Forepart of Registration              Facing Page of
             Statement and Outside                 Registration Statement
             Front Cover Page of                   and Cover Page of
             Prospectus                            Prospectus
  
         2.  Inside Front and Outside              Inside Cover Page of
             Back Cover Pages of                   Prospectus and Outside
             Prospectus                            Cover Page of Prospectus
  
         3.  Summary Information, Risk             Not Applicable
             Factors and Ratio of
             Earnings to Fixed Charges
  
         4.  Use of Proceeds                       Not Applicable
  
         5.  Determination of Offering             Not Applicable
             Price
  
         6.  Dilution                              Not Applicable
  
         7.  Selling Security Holders              Not Applicable
  
         8.  Plan of Distribution                  Cover Page of Prospectus
                                                   and Plan of Distribution
  
         9.  Description of Securities             Description of Securities;
             to be Registered                      MigraTEC, Inc., Stock
                                                   Options to
                                                   Officers and Directors
  
        10.  Interests of Named Experts            Legal Matters
             and Counsel
  
        11.  Material Changes                      Not Applicable
  
        12.  Incorporation of Certain              Incorporation of Certain
             Information by Reference              Documents by Reference
  
        13.  Disclosure of Commission              Indemnification
             Position on
             Indemnification for
             Securities Act Liabilities
  ii
  3
  PROSPECTUS
  
                                   MIGRATEC, INC.
  
                   6,950,000 SHARES OF COMMON STOCK, NO PAR VALUE
  
                                 Issued Pursuant to
                          MigraTEC, Inc., Stock Options to
                               Officers and Directors
  
  This prospectus is part of a registration statement which registers a total of
  6,950,000 shares of common stock, no par value of MigraTEC, Inc. The shares may
  be issued to executive officers and directors of MigraTEC through the exercise
  of non-qualified stock options to purchase shares of common stock under terms of
  certain stock option agreements with the executive officers and directors. All
  of the options or shares have been granted or issued to the executive officers
  and directors pursuant to individual written option agreements. MigraTEC will
  not receive any proceeds from the sales except upon exercise of the options.
  
  NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
  COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
  THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
  A CRIMINAL OFFENSE.
  
                  The date of this prospectus is October 19, 1999.
  4
  
                               AVAILABLE INFORMATION
  
  MigraTEC is subject to the informational requirements of the Securities
  Exchange Act of 1934, as amended, and, accordingly, files reports, proxy
  statements and other information with the Securities and Exchange Commission.
  Reports, proxy statements and other information filed with the Commission can
  be inspected and copied at the public reference facilities of the Commission at
  450 Fifth Street N.W., Washington D.C. 20549. Copies of this material can also
  be obtained at prescribed rates from the Public Reference Section of the
  Commission at its principal office at 450 Fifth Street N.W., Washington D.C.
  20549. The Commission also maintains a website on the internet that contains
  reports, proxy and information statements and other information regarding
  registrants that file electronically with the Commission at http://www.sec.gov.
  MigraTEC's common stock is traded on the NASD Over-the-Counter Bulletin Board
  under the symbol "MIGR."
  
  MigraTEC has filed with the Commission a registration statement on Form S-8
  under the Securities Act of 1933, as amended, with respect to the shares. This
  prospectus, which is Part I of the registration statement, omits certain
  information contained in the registration statement. For further information
  with respect to MigraTEC and the shares offered by this prospectus, reference
  is made to the registration statement, including exhibits. Statements in this
  prospectus as to any document are not necessarily complete, and where any
  document is an exhibit to the registration statement or is incorporated by
  reference, each statement is qualified in all respects by the provisions of the
  exhibit or other document, to which the reference is made, for a full statement
  of the provisions. A copy of the registration statement, with exhibits, may be
  obtained from the Commission's office in Washington D.C. (at the above address)
  upon payment of the fees prescribed by the rules and regulations of the
  Commission, or examined there without charge or at the Commission's website at
  http://www.sec.gov.
  
                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
  The following documents filed by MigraTEC with the Securities and Exchange
  Commission are incorporated herein by reference and made a part of this
  prospectus:
  
       (a) MigraTEC's Annual Report on Form 10-KSB for the fiscal year ended
  December 31, 1998, filed on May 12, 1999.
  
       (b) MigraTEC's Quarterly Report on Form 10-QSB for the quarter ended March
  31, 1999, filed on May 20, 1999.
  
       (c) MigraTEC's Quarterly Report on Form 10-QSB for the quarter ended June
  30, 1999, filed on August 23, 1999.
  
       (d) Post-Effective Amendment No. 1 to Form SB-2, Registration Statement
  No. 333-65093, filed on May 7, 1999.
  
  All reports and documents filed by MigraTEC pursuant to Section 13, 14 or 15(d)
  of the Exchange Act, prior to the filing of a post-effective amendment which
  indicates that all securities offered hereby have been sold or which
  deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference and to be a part of this prospectus from the
  respective date of filing of the documents. Any statement incorporated by
  reference shall be deemed to be modified or superseded for purposes of this
  prospectus to the extent that a statement contained of this prospectus or in
  any other subsequently filed document, which also is or is deemed to be
  incorporated by reference, modifies or supersedes the
  
                                         2
  5
  statement. Any statement modified or superseded shall not be deemed, except as
  so modified or superseded, to constitute part of this prospectus.
  
  MigraTEC undertakes to provide without charge to each person, including any
  beneficial owner, to whom a copy of the prospectus has been delivered, on the
  written request of the person, a copy of any or all of the documents referred
  to above which have been or may be incorporated by reference in this
  prospectus, other than exhibits to the documents. Written requests for copies
  should be directed to Corporate Secretary, MigraTEC, Inc., 12801 North Stemmons
  Freeway, Suite 710, Farmers Branch, Texas 75234.
  
  No person has been authorized by MigraTEC to give any information or to make
  any representation other than as contained in this prospectus, and if given or
  made, the information or representation must not be relied upon as having been
  authorized by MigraTEC. Neither the delivery of this prospectus nor any
  distribution of the shares issuable upon exercise of the options or under the
  terms of the option agreements shall, under any circumstances, create any
  implication that there has been no change in the affairs of MigraTEC since the
  date of this prospectus.
  
                                    THE COMPANY
  
  MigraTEC, Inc., is a developer and provider of software technology, products
  and services which automate the upgrade or "migration" process. We help
  companies move their existing software applications to new and more advanced
  hardware and software platforms and which address the Year 2000 challenge. Our
  automated software "tools" can significantly decrease the time, effort and cost
  of an upgrade or migration project.
  
                                         3
  6
  
                          MIGRATEC, INC., STOCK OPTIONS TO
                               OFFICERS AND DIRECTORS
  
  INTRODUCTION
  
  Pursuant to certain option agreements and in consideration for services
  provided, we have granted to our four executive officers and four non-employee
  members of the Board of Directors non-qualified options to purchase up to
  6,950,000 shares of our common stock as follows:
  # of Shares  Price per    Original Vesting Schedule
           Name                Title          Grant Date      (1)(a)      Share                (1)(b)
  ----------------------   --------------     ----------   -----------  ---------    ---------------------------
  W. Curtis Overstreet     President, CEO      05/01/98      3,000,000    $0.20     50% at date of grant; then
                           and Director                                             1/24 per month for 24 months
  
  Rick J. Johnson          COO                 05/01/98        750,000    $0.20     50% at date of grant; then
                                                                                    1/24 per month for 24 months
  
  Mark C. Myers            CFO and Secretary   04/01/98        450,000    $0.20     1/24 per month for 24 months
  
  Joseph B. Meredith       V.P. Business       05/01/98        600,000    $0.20     50% at date of grant; then
                           Development                                              1/24 per month for 24 months
  
  Benjamin Swirsky         Chairman            05/01/98        600,000    $0.20     1/24 per month for 24 months
  
  Deane C. Watson, Jr.     Director            05/01/98        500,000    $0.20     1/24 per month for 24 months
  
  Marcus R. Rowan          Vice Chairman       05/01/98        550,000    $0.20     1/24 per month for 24 months
  
  Richard A. Gray, Jr.     Director            05/01/98        500,000    $0.20     1/24 per month for 24 months
                                                             ---------
                                                             6,950,000
                                                             =========
  (1) Represents only one-half of the shares underlying the original grants
           of options which were for the purchase of up to 13,500,000 shares.
           Effective September 7, 1999, the original option agreements were
           amended to include the following modifications:
  
           (a) the total number of shares underlying each option was voluntarily
               reduced by 50%;
  
           (b) the remaining 50% of the shares underlying each option remained
               fully vested as of the effective date of the modifications;
  
           (c) as it relates to the four executive officers, in the event of any
               termination of employment, whether voluntary or involuntary, the
               expiration date of any unexercised portion of the options was
               re-defined to be four years after the date of termination of
               employment;
  
           (d) as it relates to the four non-employee directors, the expiration
               date of any unexercised portion of the options was re-defined to
               be four years from the effective date of the modifications.
  
  The purpose of the option agreements is to encourage stock ownership by our
  executive officers and directors, and to give these persons a greater personal
  interest in the success of MigraTEC's business and an added incentive to
  continue to advance and contribute to MigraTEC.
  
                                         4
  7
  ELIGIBILITY
  
  Executive officers and directors of MigraTEC and our subsidiaries are eligible
  to receive non-qualified options under the option agreements.
  
  ADMINISTRATION
  
  The option agreements will be administered by the board or an underlying
  committee. The board or the committee determines from time to time those
  officers and directors of MigraTEC or our subsidiaries to whom options shall be
  granted, the terms and provisions of the respective option agreements, the time
  or times at which the options shall be granted, the type of options to be
  granted, the dates the options become exercisable, the number of shares subject
  to each option, the purchase price of the shares and the form of payment of the
  purchase price. All other questions relating to the administration of the
  option agreements, and the interpretation of the provisions and of any related
  agreements, are resolved by the board or the committee.
  
  SHARES SUBJECT TO AWARDS
  
  We have reserved 6,950,000 of our authorized but unissued shares of common
  stock or shares maintained in the treasury of MigraTEC for issuance under the
  option agreements, and a maximum of 6,950,000 shares may be issued unless the
  option agreements are subsequently amended. Shares used for the option
  agreements may be authorized and unissued shares or shares reacquired by
  MigraTEC, including shares purchased in the open market.
  
  The option agreements provide that, if MigraTEC's outstanding shares are
  increased, decreased, exchanged or otherwise adjusted due to a share dividend,
  forward or reverse share split, recapitalization, reorganization, merger,
  consolidation, combination or exchange of shares, an appropriate and
  proportionate adjustment shall be made in the number or kind of shares subject
  to the option agreements or subject to unexercised options and in the purchase
  price per share under the option agreements. Any adjustment, however, does not
  change the total purchase price payable for the shares subject to outstanding
  option agreements.
  
  TERMS OF EXERCISE
  
  The option agreements provide that the options granted shall be exercisable
  from time to time in whole or in part, unless otherwise specified in the option
  agreement representing the options or by the board or by the committee. Each
  option may be exercised in whole or in part at any time during the period from
  the date of the grant until the end of the period covered by the option period
  as stipulated in the option agreement.
  
  TRANSFERABILITY
  
  All options exercisable under the option agreements are assignable and
  transferable. Upon assignment or transfer, both the original optionee and the
  transferee optionee will acknowledge, by delivery of written notice to
  MigraTEC, that transferee optionee will have the same rights and be subject to
  the same restrictions as original optionee, including restrictions relating to
  the exercise of options in the event of any termination of employment of
  original optionee. In addition to the acknowledgment, the written notice should
  also state the number of shares with respect to which the option is being
  assigned or transferred as well as transferee optionee's full name, address,
  telephone number and federal tax identification number.
  
                                         5
  8
  EXERCISE PRICE
  
  The purchase price for the shares is 100% of the fair market value of
  MigraTEC's common stock on the date the option is granted as determined by the
  board. If the purchase price is paid with consideration other than cash, the
  board shall determine the fair value of the consideration to MigraTEC in
  monetary terms.
  
  The per share purchase price of shares subject to options granted under the
  option agreements may be adjusted in the event of certain changes in MigraTEC's
  capitalization, but any adjustment shall not change the total purchase price
  payable upon the exercise in full of options granted under the option
  agreements.
  
  MANNER OF EXERCISE
  
  Options are exercisable under the option agreements by delivery of written
  notice to MigraTEC stating the number of shares with respect to which the
  option is being exercised, together with full payment of the purchase price.
  Payment shall be in cash, checks, certified or bank cashier's checks,
  promissory notes secured by the shares issued through exercise of the related
  options, shares of common stock or in another form or combination of forms
  which shall be acceptable to the board or the committee, provided that any loan
  or guarantee by MigraTEC of the purchase price may only be made upon resolution
  of the board that the loan or guarantee is reasonably expected to benefit
  MigraTEC.
  
  TERMINATION
  
  If an optionee shall die, his options may be exercised, to the extent that the
  optionee shall have been entitled to do so on the date of his death, by the
  person or persons to whom the optionee's right under the option agreement pass
  by will or applicable law, or if no other person has that right, by his
  executors or administrators, at any time, or from time to time.
  
  If an optionee's employment by MigraTEC or a subsidiary shall terminate for any
  reason, he may exercise his options, to the extent that he shall have been
  entitled to do so at the date of the termination of his employment, at any
  time, or from time to time, but not later than the expiration date specified in
  his option agreement.
  
  MODIFICATION AND TERMINATION OF OPTION AGREEMENTS
  
  Any amendment to or modification of an option agreement must be in written form
  and agreed to and executed by both MigraTEC and the optionee.
  
  FEDERAL INCOME TAX EFFECTS
  
  The following discussion applies to the option agreements and is based on
  federal income tax laws and regulations in effect on October 15, 1999. It does
  not purport to be a complete description of the federal income tax consequences
  of the option agreements, nor does it describe the consequences of state, local
  or foreign tax laws which may be applicable. Accordingly, any person receiving
  a grant under the option agreements should consult with his own tax adviser.
  
                                         6
  9
  The option agreements are not subject to the provisions of the Employee
  Retirement Income Security Act of 1974 and are not qualified under Section
  401(a) of the Internal Revenue Code of 1986, as amended.
  
  In respect to the holder of non-qualified options, the option holder does not
  recognize taxable income on the date of the grant of the non-qualified option,
  but recognizes ordinary income generally at the date of exercise in the amount
  of the difference between the option exercise price and the fair market value of
  the common stock on the date of exercise. However, if the holder of
  non-qualified options is subject to the restrictions on resale of common stock
  under Section 16 of the Securities Exchange Act of 1944, the person generally
  recognizes ordinary income at the end of the six-month period following the date
  of exercise in the amount of the difference between the option exercise price
  and the fair market value of the common stock at the end of the six-month
  period. Nevertheless, the holder may elect within 30 days after the date of
  exercise to recognize ordinary income as of the date of exercise. The amount of
  ordinary income recognized by the option holder is deductible by MigraTEC in the
  year that income is recognized.
  
  RESTRICTIONS UNDER SECURITIES LAWS
  
  The sale of the shares must be made in compliance with federal and state
  securities laws. Officers, directors and 10% or greater shareholders of
  MigraTEC, as well as certain other persons or parties who may be deemed to be
  "affiliates" of MigraTEC under the Federal Securities Laws, should be aware
  that resales by affiliates can only be made pursuant to an effective
  registration statement, Rule 144 or any other applicable exemption. Officers,
  directors and 10% or greater shareholders may also be subject to the "short
  swing" profit rule of Section 16(b) of the Securities Exchange Act of 1934.
  
                                PLAN OF DISTRIBUTION
  
  The sale of the common stock by the selling security holders may occur from
  time to time by or for the account of the selling holders. The selling holders
  will offer these securities through dealers or agents in one or more
  transactions that may take place on the over-the-counter market in ordinary
  broker's transactions under Rule 144. Usual and customary or brokerage fees or
  commissions will be paid by the selling security holders in connection with
  sales of securities.
  
                                         7
  10
  
                             DESCRIPTION OF SECURITIES
  
  MigraTEC is authorized to issue 200,000,000 shares of common stock, no par
  value per share, and 1,000,000 shares of redeemable convertible 12% preferred
  stock, $1,000 par value per share. As of October 13, 1999, there were
  63,829,062 shares of common stock issued and outstanding and no shares of
  preferred stock outstanding.
  
  COMMON STOCK
  
  MigraTEC is authorized to issue up to 200,000,000 shares of common stock, no
  par value per share. The holders of shares of common stock are entitled to
  share, on a ratable basis, the dividends as may be declared by the Board of
  Directors out of funds legally available for that purpose. Upon liquidation,
  dissolution or winding up of MigraTEC, after payment to creditors and holders
  of any outstanding shares of preferred stock, the assets of MigraTEC will be
  divided pro rata on a per share basis among the holders of common stock.
  
  Each share of common stock entitles the holders to one vote. Holders of common
  stock do not have cumulative voting rights, which means that the holders of
  more than 50% of shares voting for the election of directors can elect all of
  the directors if they choose to do so, and in that event, the holders of the
  remaining shares will not be able to elect any directors. The ByLaws of
  MigraTEC require that only a majority of the issued and outstanding shares of
  common stock of MigraTEC need be represented to constitute a quorum and to
  transact business at a shareholders' meeting. The common stock has no
  preemptive, subscription or conversion rights and is not redeemable by
  MigraTEC.
  
  PREFERRED STOCK
  
  MigraTEC is authorized to issue up to 1,000,000 shares of redeemable
  convertible 12% preferred stock, $1,000 par value per share, none of which are
  issued or outstanding.
  
  NASD OTC BULLETIN BOARD
  
  MigraTEC's common stock is traded on the NASD Over-the-Counter Bulletin Board
  under the symbol "MIGR." Accordingly, our common stock is covered by a
  Securities and Exchange Commission rule that imposes additional sales practice
  requirements on broker-dealers who sell our securities to persons other than
  established customers and accredited investors (generally institutions with
  assets in excess of $5,000,000 or individuals with net worth in excess of
  $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their
  spouse). For transactions covered by the rule, the broker-dealer must make a
  special suitability determination for the purchaser and receive the purchaser's
  written agreement to the transaction prior to the sale. Consequently, the rule
  may affect the ability of broker-dealers to sell our securities and also may
  affect the ability of purchasers in this offering to sell their shares in the
  secondary market.
  
  TRANSFER AGENT
  
  The Transfer Agent for the shares of common stock is Interwest Transfer
  Company, P.O. Box 17136, Salt Lake City, Utah 84117.
  
                                         8
  11
  
                                   LEGAL MATTERS
  
  Certain legal matters in connection with the securities being offered in this
  prospectus will be passed upon for us by Atlas, Pearlman, Trop & Borkson, P.A.,
  200 East Las Olas Boulevard, Suite 1900, Fort Lauderdale, Florida 33301.
  
  Atlas, Pearlman, Trop & Borkson, P.A., owns 71,429 shares of our common stock.
  
                                      EXPERTS
  
  MigraTEC's consolidated financial statements appearing in our Annual Report on
  Form 10-KSB, for the fiscal year ended December 31, 1998, filed on May 12,
  1999, have been audited by King Griffin & Adamson P.C., Independent Certified
  Public Accountants, as set forth in their report and incorporated in this
  prospectus by reference. The financial statements are, and audited financial
  statements to be included in subsequently filed documents will be, incorporated
  in this prospectus in reliance upon the reports of King Griffin & Adamson P.C.
  pertaining to the financial statements (to the extent covered by consents filed
  with the Securities and Exchange Commission) and given upon the authority of
  the firm as experts in accounting and auditing.
  
                                  INDEMNIFICATION
  
  The Florida Business Corporation Act permits the indemnification of directors,
  employees, officers and agents of Florida corporations. MigraTEC's Articles of
  Incorporation and Bylaws provide that we shall indemnify our directors and
  officers to the fullest extent permitted by the Corporation Act. Insofar as
  indemnification for liabilities arising under the Corporation Act may be
  permitted to directors, officers or persons controlling MigraTEC pursuant to
  the foregoing provisions, we have been informed that, in the opinion of the
  Commission, such indemnification is against public policy as expressed in the
  Act and is therefore unenforceable.
  
  The above indemnification provisions notwithstanding, we are aware that insofar
  as indemnification for liabilities arising under the Securities Act of 1933 may
  be permitted to directors, officers or persons controlling MigraTEC pursuant to
  the foregoing provisions, we have been informed that, in the opinion of the
  Securities and Exchange Commission, such indemnification is against public
  policy as expressed in the Act and is therefore unenforceable.
  
                                         9
  12
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
  
  The documents listed in (a) through (g) below are incorporated by reference in
  the registration statement. All reports and documents subsequently filed by us
  pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
  of 1934, as amended, 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 and to be part of the registration statement from the date of
  filing of the documents. Any statement incorporated by reference shall be
  deemed to be modified or superseded for purposes of this registration statement
  to the extent that a statement contained in this registration statement or in
  any other subsequently filed document, which also is or is deemed to be
  incorporated by reference, modifies or supersedes the statement. Any statement
  modified or superseded shall not be deemed, except as so modified or
  superseded, to constitute part of this registration statement prospectus.
  
       (a) MigraTEC's Annual Report on Form 10-KSB for the fiscal year ended
  December 31, 1998, filed on May 12, 1999.
  
       (b) MigraTEC's Quarterly Report on Form 10-QSB for the quarter ended March
  31, 1999, filed on May 20, 1999.
  
       (c) MigraTEC's Quarterly Report on Form 10-QSB for the quarter ended June
  30, 1999, filed on August 23, 1999.
  
       (d) Post-Effective Amendment No. 1 to Form SB-2, Registration Statement
  No. 333-65093, filed on May 7, 1999.
  
  ITEM 4. DESCRIPTION OF SECURITIES
  
  The class of securities to be offered is registered under Section 15(d) of the
  Securities Exchange Act of 1934, as amended. A description of our securities is
  set forth in the prospectus incorporated as a part of this registration
  statement.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
  
  Not Applicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
  The Florida Business Corporation Act permits the indemnification of directors,
  employees, officers and agents of Florida corporations. Our Articles of
  Incorporation and Bylaws provide that we shall indemnify our directors and
  officers to the fullest extent permitted by the Corporation Act. Insofar as
  indemnification for liabilities arising under the Corporation Act may be
  permitted to directors, officers or persons controlling MigraTEC pursuant to
  the foregoing provisions, we have been informed that, in the opinion of the
  Commission, such indemnification is against public policy as expressed in the
  Act and is therefore unenforceable.
  
                                       II-1
  13
  
  The above indemnification provisions notwithstanding, we are aware that insofar
  as indemnification for liabilities arising under the Securities Act of 1933 may
  be permitted to directors, officers or persons controlling MigraTEC pursuant to
  the foregoing provisions, we have been informed that, in the opinion of the
  Securities and Exchange Commission, such indemnification is against public
  policy as expressed in the Act and is therefore unenforceable.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
  
  Inasmuch as the executives officers and directors who received our shares will
  be either knowledgeable, sophisticated or have access to comprehensive
  information relevant to MigraTEC, the transactions was undertaken in reliance
  on the exemption from registration provided by Section 4(2) of the Act.
  Alternatively, we will rely upon the exemptions afforded by Regulation D under
  the Act. As a condition precedent to the grants, the security holders were, or
  will be, required to express an investment intent and consent to the imprinting
  of a restrictive legend on each stock certificate to be received from us.
  
  ITEM 8. EXHIBITS
  
  EXHIBIT                    DESCRIPTION
  
  (1)           Option Agreements between MigraTEC, Inc., and:
                    Mark C. Myers,
                    W. Curtis Overstreet,
                    Rick J. Johnson,
                    Joseph B. Meredith,
                    Benjamin Swirsky,
                    Deane C. Watson, Jr.,
                    Richard A. Gray, Jr., and
                    Marcus R. Rowan.
  
  (2)           Letter Agreements regarding Modification of Stock Options between
                MigraTEC, Inc., and:
                    Mark C. Myers,
                    W. Curtis Overstreet,
                    Rick J. Johnson,
                    Joseph B. Meredith,
                    Benjamin Swirsky,
                    Deane C. Watson, Jr.,
                    Richard A. Gray, Jr., and
                    Marcus R. Rowan.
  
  (5)           Opinion of Atlas, Pearlman, Trop & Borkson, P.A., relating to the
                issuance of shares of Common Stock pursuant to MigraTEC, Inc.,
                Stock Options to Officers and Directors.
  
  (24.1)        Consent of Atlas, Pearlman, Trop & Borkson, P.A., included in the
                opinion filed as exhibit (5) hereto.
  
  (24.2)        Consent of King Griffin & Adamson P.C.
  
                                       II-2
  14
  
  ITEM 9. UNDERTAKINGS
  
  (1) The undersigned registrant undertakes:
  
      (a) To file, during any period in which offerings or sales are being made,
  a post-effective amendment to this registration statement to include any
  material information with respect to the plan of distribution not previously
  disclosed in the registration statement or any material change to the
  information in the registration statement;
  
      (b) That, for the purposes of determining any liability under the Act, each
  post-effective amendment shall be deemed to be a new registration statement
  relating to the securities offered, and the offering of the securities at that
  time shall be deemed to be the initial bona fide offering; and
  
      (c) To remove from registration by means of a post-effective amendment any
  of the securities being registered which remain unsold at the termination of
  the offering.
  
  (2) The undersigned registrant undertakes that, for purposes of determining any
  liability under the Act, each filing of the registrant's annual report pursuant
  to Section 13(a) or Section 15(d) of the Act (and, where applicable, each
  filing of an employee benefit plan's annual report pursuant to Section 15(d) of
  the Act) that is incorporated by reference in the registration statement shall
  be deemed to be a new registration statement relating to the securities
  offered, and the offering of the securities at that time shall be deemed to be
  the initial bona fide offering.
  
  (3) Insofar as indemnification for liabilities arising under the Act may be
  permitted to directors, officers and controlling persons of the registrant
  pursuant to the foregoing provisions, or otherwise, the registrant has been
  advised that, in the opinion of the Securities and Exchange Commission, such
  indemnification is against public policy as expressed in the Act and is,
  therefore, unenforceable. In the event that a claim for indemnification against
  any liabilities (other than the payment by the registrant of expenses incurred
  or paid by a director, officer of controlling person of the registrant in the
  successful defense of any action, suit or proceeding) is asserted by a
  director, officer or controlling person in connection with the securities being
  registered, the registrant will, unless in the opinion of its counsel the
  matter has been settled by controlling precedent, submit to a court of
  appropriate jurisdiction the question whether an indemnification by it is
  against public policy as expressed in the Act and will be governed by the final
  adjudication of the issue.
  
                                       II-3
  15
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, as amended, the
  registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  registration statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Farmers Branch and the State of Texas, on the
  19th day of October, 1999.
  
                                   MIGRATEC, INC.
  
                                   By: /s/ W. CURTIS OVERSTREET
                                       ------------------------------------------
                                       W. Curtis Overstreet
                                       President and Chief Executive Officer
  
  Pursuant to the requirements of the Securities Act of 1933, as amended, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated.
  SIGNATURE                                             TITLE                                    DATE
  -----------------------------------           -------------------------------------------           -----------------
  /s/  W. CURTIS OVERSTREET                     Principal Executive Officer, President              October 19, 1999
  -----------------------------------             and Director
    W. Curtis Overstreet
  
    /s/  BENJAMIN SWIRSKY                         Chairman of the Board and Director                  October 19, 1999
  -----------------------------------
    Benjamin Swirsky
  
    /s/  MARK C. MYERS                            Principal Financial Officer and Secretary           October 19, 1999
  -----------------------------------
    Mark C. Myers
  
    /s/  DEANE C. WATSON, JR.                     Director                                            October 19, 1999
  -----------------------------------
    Deane C. Watson, Jr.
  
    /s/  CYNTHIA K. ALDERMAN                      Principal Accounting Officer                        October 19, 1999
  -----------------------------------
    Cynthia K. Alderman
  
    /s/  MARCUS R. ROWAN                          Vice-Chairman of the Board and Director             October 19, 1999
  -----------------------------------
    Marcus A. Rowan
  
    /s/  RICHARD A. GRAY, JR.                     Director                                            October 19, 1999
  -----------------------------------
    Richard A. Gray, Jr.
  16
  
  EXHIBIT INDEX
  
                                   MIGRATEC, INC.
  EXHIBIT
        NUMBER                    DESCRIPTION                     PAGE
  ------------------- ------------------------------------- -----------------
  (1)                 Option Agreements between MigraTEC, Inc., and:
                                Mark C. Myers,
                                W. Curtis Overstreet,
                                Rick J. Johnson,
                                Joseph B. Meredith,
                                Benjamin Swirsky,
                                Deane C. Watson, Jr.,
                                Richard A. Gray, Jr., and
                                Marcus R. Rowan
  
  (2)                 Letter Agreements regarding Modification of Stock Options
                      between MigraTEC, Inc., and:
                                Mark C. Myers,
                                W. Curtis Overstreet,
                                Rick J. Johnson,
                                Joseph B. Meredith,
                                Benjamin Swirsky,
                                Deane C. Watson, Jr.,
                                Richard A. Gray, Jr., and
                                Marcus R. Rowan
  
  (5)                 Opinion of Atlas, Pearlman, Trop & Borkson, P.A., relating
                      to the issuance of shares of Common Stock pursuant to
                      MigraTEC, Inc., Stock Options to Officers and Directors
  
  (24.1)              Consent of Atlas, Pearlman, Trop & Borkson, P.A., included
                      in the opinion filed as exhibit (5) hereto
  
  (24.2)              Consent of King Griffin & Adamson P.C.