content: <PAGE>   1
        As filed with the Securities and Exchange Commission on May 22, 1998
                                                  Registration No. _______________
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                               ----------------------
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                               ----------------------
  
                          VERTEX COMMUNICATIONS CORPORATION
               (Exact name of Registrant as specified in its charter)
  
                  TEXAS                                       75-1982974
     (State or other jurisdiction of                       (I.R.S. Employer
    of incorporation or organization)                     Identification No.)
  
                               ----------------------
  
        2600 N. LONGVIEW STREET
              KILGORE, TEXAS                                     75662
  (Address of Principal Executive Offices)                     (Zip Code)
  
                               ----------------------
  
                          VERTEX COMMUNICATIONS CORPORATION
                      NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                              (Full Title of the Plan)
  
                               ----------------------
  
             J. REX VARDEMAN                                Copy to:
  President and Chief Executive Officer               BILL R. WOMBLE, ESQ.
    Vertex Communications Corporation               Thompson & Knight, P.C.
       2600 North Longview Street                     1700 Pacific Avenue
          Kilgore, Texas 75662                             Suite 3300
  (Name and Address of Agent for Service)          Dallas, Texas 75201-4693
                                                         (214) 969-1700
             (903) 984-0555
  (Telephone Number, including area code,
          of Agent for Service)
  
                               ----------------------
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  =========================================================================================================================
           TITLE               AMOUNT             PROPOSED MAXIMUM            PROPOSED MAXIMUM              AMOUNT OF
     OF SECURITIES TO          TO BE               OFFERING PRICE                 AGGREGATE               REGISTRATION
       BE REGISTERED         REGISTERED             PER SHARE(1)              OFFERING PRICE(1)                FEE
  -------------------------------------------------------------------------------------------------------------------------
  <S>                        <C>                    <C>                      <C>                          <C>    
       Common Stock,
      $.10 par value           75,000
         per share           Shares(2)                 $24.25                   $1,818,750.00                $536.53
  =========================================================================================================================
  </TABLE>
  
  (1)      Estimated solely for the purpose of determining the registration fee
           pursuant to Rule 457(h) on the basis of the average of the high and low
           sales prices of the Common Stock of Vertex Communications Corporation,
           as reported on the Nasdaq Stock Market, National Market System, on May
           18, 1998, as reported in the May 19, 1998 edition of The Wall Street
           Journal.
  
  (2)      Pursuant to Rule 416, shares issuable upon any stock split, stock
           dividend or similar transaction with respect to the shares covered
           hereby are also being registered hereunder.
  
  ================================================================================
  <PAGE>   2
  
  
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION.*
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents heretofore filed or to be filed by Vertex
  Communications Corporation (the "Registrant") with the Securities and Exchange
  Commission (the "Commission") are incorporated by reference herein:
  
           (1)      The Registrant's Annual Report on Form 10-K for the fiscal
                    year ended September 30, 1997, which incorporates by reference
                    the consolidated financial statements of the Registrant and
                    its subsidiaries and certain supplementary data for the fiscal
                    year ended September 30, 1997, together with the report
                    thereon of Arthur Andersen LLP, independent public
                    accountants.
  
           (2)      The Registrant's Quarterly Reports on Form 10-Q for the
                    quarterly periods ended January 2, 1998, and April 3, 1998,
                    respectively.
  
           (3)      The Registrant's Non-Employee Directors Stock Option Plan
                    filed as Exhibit A to the Registrant's definitive Proxy
                    Statement in connection with the solicitation of proxies for
                    its 1998 Annual Meeting of Shareholders (File No. 0-15277).
  
           (4)      The description of the Common Stock of the Registrant
                    incorporated by reference in its Registration Statement on
                    Form 8-A heretofore filed with and declared effective by the
                    Commission, pursuant to Section 12(g) of the Securities
                    Exchange Act of 1934, as amended (the "Exchange Act"),
                    including any amendment or report filed for the purpose of
                    updating such description.
  
           In addition, all documents filed by the Registrant subsequent to the
  date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and
  15(d) of the Exchange Act, prior to the filing of a post-effective amendment to
  this Registration Statement 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
  a part hereof from the respective dates of filing of such documents.
  
  -----------------
  
  *    Information required by Part I to be contained in the Section 10(a)
       prospectus is omitted from this Registration Statement in accordance with
       Rule 428 under the Securities Act of 1933, as amended (the "Securities
       Act"), and the Note to Part I of Form S-8.
  
  
                                          1
  
  <PAGE>   3
  
  
  
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           The validity of the issuance of the shares of Common Stock offered
  hereby will be passed upon for the Registrant by Thompson & Knight, P.C.,
  Dallas, Texas. Bill R. Womble, a shareholder of Thompson & Knight, P.C.,
  beneficially owned 20,550 shares of the Registrant's Common Stock as of May 18,
  1998.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company is a Texas corporation. Article 1302-7.06 of the Texas
  Miscellaneous Corporation Laws Act authorizes Texas corporations, such as the
  Company, to eliminate or limit, pursuant to a provision in their articles of
  incorporation, the liability of directors thereof to the corporation and its
  shareholders for certain acts or omissions in the director's capacity as a
  director, subject to certain limitations. Reference is made to Article Thirteen
  of the Company's Restated Articles of Incorporation, as amended, which are
  incorporated herein as Exhibit 4.1, that eliminates the liability of directors
  of the Company for monetary damages for certain acts or omissions, subject to
  certain limitations. It is the position of the Commission that indemnification
  of directors and officers for liabilities arising under the Securities Act is
  against public policy and is unenforceable pursuant to Section 14 of the
  Securities Act.
  
           Article 2.02-1 of the Texas Business Corporation Act provides that a
  corporation may indemnify any director or officer who was, is or is threatened
  to be made a named defendant or respondent in a proceeding because he is or was
  a director or officer, provided that the director or officer (i) conducted
  himself in good faith, (ii) reasonably believed (a) in the case of conduct in
  his official capacity, that his conduct was in the corporation's best interests
  or (b) in all other cases, that his conduct was at least not opposed to the
  corporation's best interests and (iii) in the case of any criminal proceeding,
  had no reasonable cause to believe his conduct was unlawful. Subject to certain
  exceptions, a director or officer may not be indemnified if the person is found
  liable to the corporation or if the person is found liable on the basis that he
  improperly received a personal benefit. Under Texas law, reasonable expenses
  incurred by a director or officer may be paid or reimbursed by the corporation
  in advance of a final disposition of the proceeding after the corporation
  receives a written affirmation by the director or officer of his good faith
  belief that he has met the standard of conduct necessary for indemnification and
  a written undertaking by or on behalf of the director or officer to repay the
  amount if it is ultimately determined that the director or officer is not
  entitled to indemnification by the corporation. Texas law requires a corporation
  to indemnify an officer or director against reasonable expenses incurred in
  connection with the proceeding in which he is named defendant or respondent
  because he is or was a director or officer if he is wholly successful in defense
  of the proceeding.
  
           Texas law also permits a corporation to purchase and maintain insurance
  or another arrangement on behalf of any person who is or was a director or
  officer against any liability asserted against him and incurred by him in such a
  capacity or arising out of his status as such a person, whether or not the
  corporation would have the power to indemnify him against that liability under
  Article 2.02-1.
  
           The Company's Restated Articles of Incorporation, as amended, and
  Bylaws, as amended, provide for the indemnification of its officers and
  directors, and the advancement to them of expenses in connection with
  proceedings and claims, to the fullest extent permitted by the Texas Business
  Corporation Act. The Company has also entered into indemnification agreements
  with each of its directors and certain of its officers that contractually
  provide for indemnification and expense advancement and include related
  provisions meant to facilitate the indemnitees' receipt of such benefits.
  
  
  
                                          2
  
  <PAGE>   4
  
  
  
           The above discussions of Article 1302-7.06 of the Texas Miscellaneous
  Corporation Laws Act, Article 2.02-1 of the Texas Business Corporation Act and
  of the Company's Restated Articles of Incorporation and Bylaws are not intended
  to be exhaustive and each is respectively qualified in its entity by reference
  to the applicable statute and the Company's Restated Articles of Incorporation
  and Bylaws, as amended.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           The following documents are filed as Exhibits herewith pursuant to Item
  601 of Regulation S-K or are incorporated in this Registration Statement by
  reference to previous filings with the Commission as noted.
  
  
  <TABLE>
  <CAPTION>
      EXHIBIT
      NUMBER                    DESCRIPTION OF EXHIBIT
      ------                    ----------------------
  <S>                <C>                                                                            
       4.1(1).....   Restated Articles of Incorporation, as amended, of the Registrant
       4.2(2).....   Bylaws, as amended, of the Registrant
       4.3(3).....   Specimen Common Stock Certificate
       5.1(5).....   Opinion of Thompson & Knight, P.C. regarding legality of shares
      10.1(4).....   Vertex Communications Corporation Non-Employee Directors Stock Option Plan
      23.1(5).....   Consent of independent public accountants
      23.2(5).....   Consent of counsel (included in the opinion of Thompson & Knight, P.C. filed herewith as Exhibit 5.1)
      24.1(5).....   Power of Attorney (included on the signature page of this Registration Statement)
  </TABLE>
  
  ----------
  (1)   Filed as Exhibit 4.1 to the Registrant's Registration Statement on Form
        S-3 dated May 22, 1998, which Exhibit is hereby incorporated herein by
        reference.
  
  (2)   Filed as Exhibit 4.2 to the Registrant's Registration Statement on Form
        S-3 dated May 22, 1998, which Exhibit is hereby incorporated herein by
        reference.
  
  (3)   Filed as Exhibit 4.1 to the Registrant's Registration Statement on Form
        S-2 (File No. 33-57106), which Exhibit is hereby incorporated herein by
        reference.
  
  (4)   Filed as Exhibit A to the Registrant's definitive Proxy Statement in
        connection with the solicitation of proxies for its 1998 Annual Meeting of
        Shareholders (Commission File No. 0-15277), which Exhibit is hereby
        incorporated herein by reference.
  
  (5)   Filed herewith.
  
  
  
  
                                          3
  
  <PAGE>   5
  
  
  
  ITEM 9.  UNDERTAKINGS.
  
           The undersigned Registrant hereby undertakes:
  
           (1) To file, during any period in which offers or sales are being made,
  a post-effective amendment to this Registration Statement: (i) to include any
  prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect
  in the prospectus any facts or events arising after the effective date of the
  Registration Statement (or the most recent post-effective amendment thereof)
  which, individually or in the aggregate, represent a fundamental change in the
  information set forth in the Registration Statement; and (iii) to include any
  material information with respect to the plan of distribution not previously
  disclosed in the Registration Statement or any material change to such
  information in the Registration Statement; provided, however, that paragraphs
  (1)(i) and (1)(ii) do not apply if the Registration Statement is on Form S-3 or
  Form S-8, and the information required to be included in a post-effective
  amendment by those paragraphs is contained in periodic reports filed by the
  Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
  incorporated by reference in the Registration Statement.
  
           (2) That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof;
  
           (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered that remain unsold at the termination of
  the offering; and
  
           (4) That, for purposes of determining any liability under the
  Securities Act, each filing of the Registrant's annual report pursuant to
  Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
  reference in this Registration Statement shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to directors, officers, and controlling persons of the
  Registrant pursuant to the provisions described in Item 6 of this Registration
  Statement, or otherwise, the Registrant has been advised that in the opinion of
  the Commission such indemnification is against public policy as expressed in the
  Securities Act and is therefore, unenforceable. If a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer, or controlling person of the Registrant
  in the successful defense of any action, suit, or proceeding) is asserted by
  such director, officer, or controlling person in connection with the securities
  being registered, the 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 such indemnification by it is
  against public policy as expressed in the Securities Act and will be governed by
  the final adjudication of such issue.
  
  
  
                                          4
  
  <PAGE>   6
  
  
  
                                     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 Kilgore, State of Texas, on May 22, 1998.
  
                                    VERTEX COMMUNICATIONS CORPORATION
                                              (Registrant)
  
                                    By:       /s/ J. Rex Vardeman
                                       -------------------------------------
                                                 J. Rex Vardeman
                                              Chairman of the Board,
                                       President and Chief Executive Officer
  
  
                                  POWER OF ATTORNEY
  
           We, the below signed officers and directors of Vertex Communications
  Corporation ("Registrant"), do hereby constitute and appoint J. Rex Vardeman,
  with full power of substitution, our true and lawful attorney and agent, to do
  any and all acts and things in our names in the capacities indicated which J.
  Rex Vardeman may deem necessary or advisable to enable the Registrant to comply
  with the Securities Act of 1933, as amended, and any rules, regulations and
  requirements of the Securities and Exchange Commission in connection with this
  Registration Statement, including specifically, but not limited to, the power
  and authority to sign for us, or any of us, in our names in the capacities
  indicated, and any and all amendments (including post-effective amendments) to
  this Registration Statement; and we do hereby ratify and confirm all that J. Rex
  Vardeman shall 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 on behalf of the
  Registrant and in the capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
               SIGNATURE                                           TITLE                                  DATE
               ---------                                           -----                                  ----
  <S>                                               <C>                                               <C>
          /s/ J. Rex Vardeman                       Chairman of the Board, President, Chief           May 22, 1998
  --------------------------------------            Executive Officer (Principal Executive
           J. Rex Vardeman                          Officer) and Director
  
  
          /s/ A. Don Branum                         Senior Vice President and Director                May 22, 1998
  --------------------------------------            
            A. Don Branum
  
  
         /s/ James D. Carter                        Vice President and Chief Financial Officer        May 22, 1998
  --------------------------------------            (Principal Financial and Accounting
           James D. Carter                          Officer), Treasurer and Director
  
  
          /s/ Bill R. Womble                        Director                                          May 22, 1998
  --------------------------------------            
            Bill R. Womble
  
  
       /s/ Donald E. Heitzman, Sr.                  Director                                          May 22, 1998
  --------------------------------------            
         Donald E. Heitzman, Sr.
  
  
           /s/ John G. Farmer                       Director                                          May 22, 1998
  --------------------------------------            
             John G. Farmer
  
  
             /s/ Rein Luik                          Director                                          May 22, 1998
  --------------------------------------            
               Rein Luik
  </TABLE>
  
  
  
                                          5
  
  <PAGE>   7
  
  
  
                                  INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
      EXHIBIT
      NUMBER                    DESCRIPTION OF EXHIBIT
      ------                    ----------------------
  <S>                <C>                                                                            
       4.1(1).....   Restated Articles of Incorporation, as amended, of the Registrant
       4.2(2).....   Bylaws, as amended, of the Registrant
       4.3(3).....   Specimen Common Stock Certificate
       5.1(5).....   Opinion of Thompson & Knight, P.C. regarding legality of shares
      10.1(4).....   Vertex Communications Corporation Non-Employee Directors Stock Option Plan
      23.1(5).....   Consent of independent public accountants
      23.2(5).....   Consent of counsel (included in the opinion of Thompson & Knight, P.C. filed herewith as Exhibit 5.1)
      24.1(5).....   Power of Attorney (included on the signature page of this Registration Statement)
  </TABLE>
  
  ----------
  (1)   Filed as Exhibit 4.1 to the Registrant's Registration Statement on Form
        S-3 dated May 22, 1998, which Exhibit is hereby incorporated herein by
        reference.
  
  (2)   Filed as Exhibit 4.2 to the Registrant's Registration Statement on Form
        S-3 dated May 22, 1998, which Exhibit is hereby incorporated herein by
        reference.
  
  (3)   Filed as Exhibit 4.1 to the Registrant's Registration Statement on Form
        S-2 (File No. 33-57106), which Exhibit is hereby incorporated herein by
        reference.
  
  (4)   Filed as Exhibit A to the Registrant's definitive Proxy Statement in
        connection with the solicitation of proxies for its 1998 Annual Meeting of
        Shareholders (Commission File No. 0-15277), which Exhibit is hereby
        incorporated herein by reference.
  
  (5)   Filed herewith.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22821}]
metadata_filer: {"company-data": {"conformed-name": "VERTEX COMMUNICATIONS CORP /TX/", "cik": "0000780416", "assigned-sic": "3663", "irs-number": "751982974", "state-of-incorporation": "TX", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53389", "film-number": "98630395"}, "business-address": {"street1": "2600 N LONGVIEW ST", "street2": "PO BOX 1277", "city": "KILGORE", "state": "TX", "zip": "75662", "phone": "9039840555"}}
text: 1
        As filed with the Securities and Exchange Commission on May 22, 1998
                                                  Registration No. _______________
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                               ----------------------
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                               ----------------------
  
                          VERTEX COMMUNICATIONS CORPORATION
               (Exact name of Registrant as specified in its charter)
  
                  TEXAS                                       75-1982974
     (State or other jurisdiction of                       (I.R.S. Employer
    of incorporation or organization)                     Identification No.)
  
                               ----------------------
  
        2600 N. LONGVIEW STREET
              KILGORE, TEXAS                                     75662
  (Address of Principal Executive Offices)                     (Zip Code)
  
                               ----------------------
  
                          VERTEX COMMUNICATIONS CORPORATION
                      NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                              (Full Title of the Plan)
  
                               ----------------------
  
             J. REX VARDEMAN                                Copy to:
  President and Chief Executive Officer               BILL R. WOMBLE, ESQ.
    Vertex Communications Corporation               Thompson & Knight, P.C.
       2600 North Longview Street                     1700 Pacific Avenue
          Kilgore, Texas 75662                             Suite 3300
  (Name and Address of Agent for Service)          Dallas, Texas 75201-4693
                                                         (214) 969-1700
             (903) 984-0555
  (Telephone Number, including area code,
          of Agent for Service)
  
                               ----------------------
  
                           CALCULATION OF REGISTRATION FEE
  =========================================================================================================================
           TITLE               AMOUNT             PROPOSED MAXIMUM            PROPOSED MAXIMUM              AMOUNT OF
     OF SECURITIES TO          TO BE               OFFERING PRICE                 AGGREGATE               REGISTRATION
       BE REGISTERED         REGISTERED             PER SHARE(1)              OFFERING PRICE(1)                FEE
  -------------------------------------------------------------------------------------------------------------------------
  Common Stock,
      $.10 par value           75,000
         per share           Shares(2)                 $24.25                   $1,818,750.00                $536.53
  =========================================================================================================================
  (1)      Estimated solely for the purpose of determining the registration fee
           pursuant to Rule 457(h) on the basis of the average of the high and low
           sales prices of the Common Stock of Vertex Communications Corporation,
           as reported on the Nasdaq Stock Market, National Market System, on May
           18, 1998, as reported in the May 19, 1998 edition of The Wall Street
           Journal.
  
  (2)      Pursuant to Rule 416, shares issuable upon any stock split, stock
           dividend or similar transaction with respect to the shares covered
           hereby are also being registered hereunder.
  
  ================================================================================
  2
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION.*
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents heretofore filed or to be filed by Vertex
  Communications Corporation (the "Registrant") with the Securities and Exchange
  Commission (the "Commission") are incorporated by reference herein:
  
           (1)      The Registrant's Annual Report on Form 10-K for the fiscal
                    year ended September 30, 1997, which incorporates by reference
                    the consolidated financial statements of the Registrant and
                    its subsidiaries and certain supplementary data for the fiscal
                    year ended September 30, 1997, together with the report
                    thereon of Arthur Andersen LLP, independent public
                    accountants.
  
           (2)      The Registrant's Quarterly Reports on Form 10-Q for the
                    quarterly periods ended January 2, 1998, and April 3, 1998,
                    respectively.
  
           (3)      The Registrant's Non-Employee Directors Stock Option Plan
                    filed as Exhibit A to the Registrant's definitive Proxy
                    Statement in connection with the solicitation of proxies for
                    its 1998 Annual Meeting of Shareholders (File No. 0-15277).
  
           (4)      The description of the Common Stock of the Registrant
                    incorporated by reference in its Registration Statement on
                    Form 8-A heretofore filed with and declared effective by the
                    Commission, pursuant to Section 12(g) of the Securities
                    Exchange Act of 1934, as amended (the "Exchange Act"),
                    including any amendment or report filed for the purpose of
                    updating such description.
  
           In addition, all documents filed by the Registrant subsequent to the
  date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and
  15(d) of the Exchange Act, prior to the filing of a post-effective amendment to
  this Registration Statement 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
  a part hereof from the respective dates of filing of such documents.
  
  -----------------
  
  *    Information required by Part I to be contained in the Section 10(a)
       prospectus is omitted from this Registration Statement in accordance with
       Rule 428 under the Securities Act of 1933, as amended (the "Securities
       Act"), and the Note to Part I of Form S-8.
  
                                          1
  3
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           The validity of the issuance of the shares of Common Stock offered
  hereby will be passed upon for the Registrant by Thompson & Knight, P.C.,
  Dallas, Texas. Bill R. Womble, a shareholder of Thompson & Knight, P.C.,
  beneficially owned 20,550 shares of the Registrant's Common Stock as of May 18,
  1998.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company is a Texas corporation. Article 1302-7.06 of the Texas
  Miscellaneous Corporation Laws Act authorizes Texas corporations, such as the
  Company, to eliminate or limit, pursuant to a provision in their articles of
  incorporation, the liability of directors thereof to the corporation and its
  shareholders for certain acts or omissions in the director's capacity as a
  director, subject to certain limitations. Reference is made to Article Thirteen
  of the Company's Restated Articles of Incorporation, as amended, which are
  incorporated herein as Exhibit 4.1, that eliminates the liability of directors
  of the Company for monetary damages for certain acts or omissions, subject to
  certain limitations. It is the position of the Commission that indemnification
  of directors and officers for liabilities arising under the Securities Act is
  against public policy and is unenforceable pursuant to Section 14 of the
  Securities Act.
  
           Article 2.02-1 of the Texas Business Corporation Act provides that a
  corporation may indemnify any director or officer who was, is or is threatened
  to be made a named defendant or respondent in a proceeding because he is or was
  a director or officer, provided that the director or officer (i) conducted
  himself in good faith, (ii) reasonably believed (a) in the case of conduct in
  his official capacity, that his conduct was in the corporation's best interests
  or (b) in all other cases, that his conduct was at least not opposed to the
  corporation's best interests and (iii) in the case of any criminal proceeding,
  had no reasonable cause to believe his conduct was unlawful. Subject to certain
  exceptions, a director or officer may not be indemnified if the person is found
  liable to the corporation or if the person is found liable on the basis that he
  improperly received a personal benefit. Under Texas law, reasonable expenses
  incurred by a director or officer may be paid or reimbursed by the corporation
  in advance of a final disposition of the proceeding after the corporation
  receives a written affirmation by the director or officer of his good faith
  belief that he has met the standard of conduct necessary for indemnification and
  a written undertaking by or on behalf of the director or officer to repay the
  amount if it is ultimately determined that the director or officer is not
  entitled to indemnification by the corporation. Texas law requires a corporation
  to indemnify an officer or director against reasonable expenses incurred in
  connection with the proceeding in which he is named defendant or respondent
  because he is or was a director or officer if he is wholly successful in defense
  of the proceeding.
  
           Texas law also permits a corporation to purchase and maintain insurance
  or another arrangement on behalf of any person who is or was a director or
  officer against any liability asserted against him and incurred by him in such a
  capacity or arising out of his status as such a person, whether or not the
  corporation would have the power to indemnify him against that liability under
  Article 2.02-1.
  
           The Company's Restated Articles of Incorporation, as amended, and
  Bylaws, as amended, provide for the indemnification of its officers and
  directors, and the advancement to them of expenses in connection with
  proceedings and claims, to the fullest extent permitted by the Texas Business
  Corporation Act. The Company has also entered into indemnification agreements
  with each of its directors and certain of its officers that contractually
  provide for indemnification and expense advancement and include related
  provisions meant to facilitate the indemnitees' receipt of such benefits.
  
                                          2
  4
  
           The above discussions of Article 1302-7.06 of the Texas Miscellaneous
  Corporation Laws Act, Article 2.02-1 of the Texas Business Corporation Act and
  of the Company's Restated Articles of Incorporation and Bylaws are not intended
  to be exhaustive and each is respectively qualified in its entity by reference
  to the applicable statute and the Company's Restated Articles of Incorporation
  and Bylaws, as amended.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           The following documents are filed as Exhibits herewith pursuant to Item
  601 of Regulation S-K or are incorporated in this Registration Statement by
  reference to previous filings with the Commission as noted.
  EXHIBIT
      NUMBER                    DESCRIPTION OF EXHIBIT
      ------                    ----------------------
  4.1(1).....   Restated Articles of Incorporation, as amended, of the Registrant
       4.2(2).....   Bylaws, as amended, of the Registrant
       4.3(3).....   Specimen Common Stock Certificate
       5.1(5).....   Opinion of Thompson & Knight, P.C. regarding legality of shares
      10.1(4).....   Vertex Communications Corporation Non-Employee Directors Stock Option Plan
      23.1(5).....   Consent of independent public accountants
      23.2(5).....   Consent of counsel (included in the opinion of Thompson & Knight, P.C. filed herewith as Exhibit 5.1)
      24.1(5).....   Power of Attorney (included on the signature page of this Registration Statement)
  ----------
  (1)   Filed as Exhibit 4.1 to the Registrant's Registration Statement on Form
        S-3 dated May 22, 1998, which Exhibit is hereby incorporated herein by
        reference.
  
  (2)   Filed as Exhibit 4.2 to the Registrant's Registration Statement on Form
        S-3 dated May 22, 1998, which Exhibit is hereby incorporated herein by
        reference.
  
  (3)   Filed as Exhibit 4.1 to the Registrant's Registration Statement on Form
        S-2 (File No. 33-57106), which Exhibit is hereby incorporated herein by
        reference.
  
  (4)   Filed as Exhibit A to the Registrant's definitive Proxy Statement in
        connection with the solicitation of proxies for its 1998 Annual Meeting of
        Shareholders (Commission File No. 0-15277), which Exhibit is hereby
        incorporated herein by reference.
  
  (5)   Filed herewith.
  
                                          3
  5
  
  ITEM 9.  UNDERTAKINGS.
  
           The undersigned Registrant hereby undertakes:
  
           (1) To file, during any period in which offers or sales are being made,
  a post-effective amendment to this Registration Statement: (i) to include any
  prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect
  in the prospectus any facts or events arising after the effective date of the
  Registration Statement (or the most recent post-effective amendment thereof)
  which, individually or in the aggregate, represent a fundamental change in the
  information set forth in the Registration Statement; and (iii) to include any
  material information with respect to the plan of distribution not previously
  disclosed in the Registration Statement or any material change to such
  information in the Registration Statement; provided, however, that paragraphs
  (1)(i) and (1)(ii) do not apply if the Registration Statement is on Form S-3 or
  Form S-8, and the information required to be included in a post-effective
  amendment by those paragraphs is contained in periodic reports filed by the
  Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
  incorporated by reference in the Registration Statement.
  
           (2) That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof;
  
           (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered that remain unsold at the termination of
  the offering; and
  
           (4) That, for purposes of determining any liability under the
  Securities Act, each filing of the Registrant's annual report pursuant to
  Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
  reference in this Registration Statement shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to directors, officers, and controlling persons of the
  Registrant pursuant to the provisions described in Item 6 of this Registration
  Statement, or otherwise, the Registrant has been advised that in the opinion of
  the Commission such indemnification is against public policy as expressed in the
  Securities Act and is therefore, unenforceable. If a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer, or controlling person of the Registrant
  in the successful defense of any action, suit, or proceeding) is asserted by
  such director, officer, or controlling person in connection with the securities
  being registered, the 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 such indemnification by it is
  against public policy as expressed in the Securities Act and will be governed by
  the final adjudication of such issue.
  
                                          4
  6
  
                                     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 Kilgore, State of Texas, on May 22, 1998.
  
                                    VERTEX COMMUNICATIONS CORPORATION
                                              (Registrant)
  
                                    By:       /s/ J. Rex Vardeman
                                       -------------------------------------
                                                 J. Rex Vardeman
                                              Chairman of the Board,
                                       President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
           We, the below signed officers and directors of Vertex Communications
  Corporation ("Registrant"), do hereby constitute and appoint J. Rex Vardeman,
  with full power of substitution, our true and lawful attorney and agent, to do
  any and all acts and things in our names in the capacities indicated which J.
  Rex Vardeman may deem necessary or advisable to enable the Registrant to comply
  with the Securities Act of 1933, as amended, and any rules, regulations and
  requirements of the Securities and Exchange Commission in connection with this
  Registration Statement, including specifically, but not limited to, the power
  and authority to sign for us, or any of us, in our names in the capacities
  indicated, and any and all amendments (including post-effective amendments) to
  this Registration Statement; and we do hereby ratify and confirm all that J. Rex
  Vardeman shall 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 on behalf of the
  Registrant and in the capacities and on the dates indicated.
  SIGNATURE                                           TITLE                                  DATE
               ---------                                           -----                                  ----
  /s/ J. Rex Vardeman                       Chairman of the Board, President, Chief           May 22, 1998
  --------------------------------------            Executive Officer (Principal Executive
           J. Rex Vardeman                          Officer) and Director
  
          /s/ A. Don Branum                         Senior Vice President and Director                May 22, 1998
  --------------------------------------            
            A. Don Branum
  
         /s/ James D. Carter                        Vice President and Chief Financial Officer        May 22, 1998
  --------------------------------------            (Principal Financial and Accounting
           James D. Carter                          Officer), Treasurer and Director
  
          /s/ Bill R. Womble                        Director                                          May 22, 1998
  --------------------------------------            
            Bill R. Womble
  
       /s/ Donald E. Heitzman, Sr.                  Director                                          May 22, 1998
  --------------------------------------            
         Donald E. Heitzman, Sr.
  
           /s/ John G. Farmer                       Director                                          May 22, 1998
  --------------------------------------            
             John G. Farmer
  
             /s/ Rein Luik                          Director                                          May 22, 1998
  --------------------------------------            
               Rein Luik
  5
  7
  
                                  INDEX TO EXHIBITS
  EXHIBIT
      NUMBER                    DESCRIPTION OF EXHIBIT
      ------                    ----------------------
  4.1(1).....   Restated Articles of Incorporation, as amended, of the Registrant
       4.2(2).....   Bylaws, as amended, of the Registrant
       4.3(3).....   Specimen Common Stock Certificate
       5.1(5).....   Opinion of Thompson & Knight, P.C. regarding legality of shares
      10.1(4).....   Vertex Communications Corporation Non-Employee Directors Stock Option Plan
      23.1(5).....   Consent of independent public accountants
      23.2(5).....   Consent of counsel (included in the opinion of Thompson & Knight, P.C. filed herewith as Exhibit 5.1)
      24.1(5).....   Power of Attorney (included on the signature page of this Registration Statement)
  ----------
  (1)   Filed as Exhibit 4.1 to the Registrant's Registration Statement on Form
        S-3 dated May 22, 1998, which Exhibit is hereby incorporated herein by
        reference.
  
  (2)   Filed as Exhibit 4.2 to the Registrant's Registration Statement on Form
        S-3 dated May 22, 1998, which Exhibit is hereby incorporated herein by
        reference.
  
  (3)   Filed as Exhibit 4.1 to the Registrant's Registration Statement on Form
        S-2 (File No. 33-57106), which Exhibit is hereby incorporated herein by
        reference.
  
  (4)   Filed as Exhibit A to the Registrant's definitive Proxy Statement in
        connection with the solicitation of proxies for its 1998 Annual Meeting of
        Shareholders (Commission File No. 0-15277), which Exhibit is hereby
        incorporated herein by reference.
  
  (5)   Filed herewith.