content: <PAGE>   1
                                                         Registration No. 333-
                                                                              ----
  
      As filed with the Securities and Exchange Commission on November 14, 1997
  --------------------------------------------------------------------------------
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                ------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                ------------------
  
                                   USA TRUCK, INC.
               (Exact name of registrant as specified in its charter)
  
               DELAWARE                                     71-0556971
         (State or other jurisdiction of      (I.R.S. Employer Identification No.)
          incorporation or organization)
  
  
        3108 INDUSTRIAL PARK ROAD
           VAN BUREN, ARKANSAS                                    72956
    (Address of Principal Executive Offices)                    (Zip Code)
  
                                ------------------
  
                    USA TRUCK, INC. EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the Plan)
  
                                ------------------
  
                                                            COPY TO:
           ROBERT M. POWELL                              KENN W. WEBB
              PRESIDENT                                THOMPSON & KNIGHT,
            USA TRUCK, INC.                        A PROFESSIONAL CORPORATION
        3108 INDUSTRIAL PARK ROAD                     1700 PACIFIC AVENUE 
        VAN BUREN, ARKANSAS  72956                         SUITE 3300
      (Name and address of agent for service)         DALLAS, TEXAS  75201 
                                                         (214) 969-1378
  
           (501) 471-2500
      (Telephone number, including
      area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ---------------------------------------------------------------------------------------------------
         Title of                                 Proposed       Proposed Maximum         Amount
        Securities            Amount              Maximum            Aggregate              of
           to be               to be           Offering Price        Offering          Registration
        Registered         Registered(1)        per Share(2)           Price               Fee
  ---------------------------------------------------------------------------------------------------
  <S>                      <C>                   <C>               <C>                  <C> 
       Common Stock,
       par value $.01      200,000 shares        $  12.50          $  2,488,000         $  753.94
         per share
  ---------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1) Pursuant to Rule 416 under the Securities Act of 1933, shares issuable upon
  any stock split, stock dividend or similar transaction with respect to these
  shares are also being registered hereunder.
  
  (2) Computed in accordance with Rule 457(h) under the Securities Act of 1933 on
  the basis of the average of the high and low sales prices ($12.44) of the Common
  Stock reported in the consolidated reporting system for Nasdaq National Market
  securities on November 12, 1997.
  
  <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.*
  
       *   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 and the Note to Part I
           of Form S-8.
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
       The following documents filed by the Registrant with the Securities and
  Exchange Commission are incorporated by reference in this Registration
  Statement:
  
       (1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
           December 31, 1996;
  
       (2) The Registrant's Quarterly Reports on Form 10-Q for the quarters
           ended March 31, 1997, June 30, 1997 and September 30, 1997; and
  
       (3) The description of the Registrant's Common Stock contained in the
           Registration Statement on Form 8-A of the Registrant filed with
           the Securities and Exchange Commission on February 13, 1992 and
           declared effective on March 19, 1992, including any amendment or
           report filed for the purpose of updating such description.
  
       In addition, all documents subsequently filed by the Registrant pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
  prior to the filing of a post-effective amendment which indicates that all
  securities offered pursuant to this Registration Statement have been sold or
  which deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference in this Registration Statement and to be a part hereof
  from the date of filing of such documents.
  
  Item 4. Description of Securities.
  
       Not Applicable.
  
  Item 5. Interests of Named Experts and Counsel.
  
       Not Applicable.
  
  
  
                                        -1-
  <PAGE>   3
  
  Item 6.  Indemnification of Directors and Officers.
  
       The Registrant is a Delaware corporation. Under Section 145 of the General
  Corporation Law of the State of Delaware (the "Delaware Law"), the Registrant
  has the power to indemnify its directors and officers, subject to certain
  limitations.
  
       Reference is made to Article VI of the Bylaws of the Registrant, which
  provides for indemnification of directors and officers of the Registrant to the
  fullest extent authorized by Section 145 of the Delaware Law. In addition,
  Article VI of the Bylaws of the Registrant permits the Registrant to maintain
  insurance to protect itself and any of its directors, officers, employees or
  agents against any expense, liability or loss incurred as a result of any
  action, suit or proceeding whether or not the Registrant would have the power to
  indemnify such person under the Delaware Law.
  
       Pursuant to the Delaware Law, the Certificate of Incorporation of the
  Registrant eliminates the personal liability of the directors of the Registrant
  to the Registrant or its stockholders for monetary damages for breach of
  fiduciary duty under certain circumstances.
  
       The foregoing summaries are necessarily subject to the complete text of the
  statute, bylaw and charter provision referred to above and are qualified in
  their entirety by reference thereto.
  
  Item 7.  Exemption from Registration Claimed.
  
       Not Applicable.
  
  Item 8.       Exhibits.
  
        5.1   Opinion of Thompson & Knight, A Professional Corporation.
  
       23.1   Consent of Thompson & Knight, A Professional Corporation.
  
       23.2   Consent of Ernst & Young LLP, independent auditors.
  
  Item 9.  Undertakings.
  
       (a)    The 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 of 1933;
  
                (ii) To reflect in the prospectus any facts or events arising
              after the effective date of this Registration Statement (or the most
              recent post-effective amendment thereof) which, individually or in
              the aggregate, represent a fundamental change in the information 
              set forth in this Registration Statement; and
  
                (iii) To include any material information with respect to the plan
              of distribution not previously disclosed in this Registration 
              Statement or any material change to such information in this 
              Registration Statement;
  
       provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
       the information required to be included in a post-effective amendment by
       those paragraphs is contained in periodic reports filed by the Registrant
       pursuant
  
  
  
                                        -2-
  
  <PAGE>   4
  
       to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
       are incorporated by reference in this Registration Statement.
  
           (2) That, for the purpose of determining any liability under the
       Securities Act of 1933, 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 which remain unsold at the
       termination of the offering.
  
      (b) The Registrant hereby further undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 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.
  
      (c) Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 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 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 Act and will be governed by the final adjudication of
  such issue.
  
  
  
                                        -3-
  <PAGE>   5
                                     SIGNATURES
  
  
      Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Van Buren, State of Arkansas, on the 14th day of 
  November, 1997.
  
                                              USA TRUCK, INC.
                                              (Registrant)
  
  
                                              By: /s/ ROBERT M. POWELL
                                                 ---------------------------------
                                                  Robert M. Powell, President
  
       KNOW ALL BY THESE PRESENTS, that each of the undersigned directors and
  officers of USA Truck, Inc. hereby constitutes and appoints Robert M. Powell and
  Jerry D. Orler, and each of them, his true and lawful attorneys-in-fact and
  agents with full power of substitution and resubstitution, for him and in his
  name, place and stead, in any and all capacities, to sign any or all amendments
  (including post-effective amendments) to this Registration Statement, and to
  file the same, with all exhibits thereto and other documents in connection
  therewith, with the Securities and Exchange Commission, granting unto said
  attorneys-in-fact and agents, and each of them, full power and authority to do
  and perform each and every act and thing requisite and necessary to be done in
  and about the premises, as fully to all intents and purposes as he might or
  could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents or any of them, or their substitutes, may lawfully
  do or cause to be done by virtue hereof.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  
  <TABLE>
  <CAPTION>
  
  <S>                                      <C>                                                 <C>
  Signature                                Title                                               Date
  
  
  /s/ JAMES B. SPEED                       Chairman of the Board and                           November 14, 1997
  -----------------------------------        Director                                                   
  James B. Speed                           
  
  
  /s/ ROBERT M. POWELL                     President and Director                              November 14, 1997
  -----------------------------------      (principal executive officer)                                
  Robert M. Powell                        
  
  
  /s/ JERRY D. ORLER                       Vice President, Finance, Chief Financial            November 14, 1997
  -----------------------------------       Officer and Director (principal                             
  Jerry D. Orler                            financial and accounting officer)
                                          
  
  
  /s/ GEORGE R. JACOBS                     Director                                            November 14, 1997
  -----------------------------------                                                                   
  George R. Jacobs
  
  
  /s/ JIM L. HANNA                         Director                                            November 14, 1997
  -----------------------------------                                                                   
  Jim L. Hanna
  
  
  /s/ ROLAND S. BOREHAM, JR.               Director                                            November 14, 1997
  ------------------------------------                                                                  
  Roland S. Boreham, Jr.
  </TABLE>
  
  
  
                                        -4-
  <PAGE>   6
  
                                  INDEX TO EXHIBITS
  
  
  
         Exhibit
         Number                                          Exhibit
         -------                                         -------
  
  
           5.1       Opinion of Thompson & Knight, A Professional Corporation.
  
          23.1       Consent of Thompson & Knight, A Professional Corporation
                     (Included in Exhibit 5.1).
  
          23.2       Consent of Ernst & Young LLP, independent auditors.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15343}]
metadata_filer: {"company-data": {"conformed-name": "USA TRUCK INC", "cik": "0000883945", "assigned-sic": "4213", "irs-number": "710556971", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40317", "film-number": "97722299"}, "business-address": {"street1": "P O BOX 449", "street2": "3108 INDUSTRIAL PK RD", "city": "VAN BUREN", "state": "AK", "zip": "72956", "phone": "5014712500"}}
text: 1
                                                         Registration No. 333-
                                                                              ----
  
      As filed with the Securities and Exchange Commission on November 14, 1997
  --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                ------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                ------------------
  
                                   USA TRUCK, INC.
               (Exact name of registrant as specified in its charter)
  
               DELAWARE                                     71-0556971
         (State or other jurisdiction of      (I.R.S. Employer Identification No.)
          incorporation or organization)
  
        3108 INDUSTRIAL PARK ROAD
           VAN BUREN, ARKANSAS                                    72956
    (Address of Principal Executive Offices)                    (Zip Code)
  
                                ------------------
  
                    USA TRUCK, INC. EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the Plan)
  
                                ------------------
  
                                                            COPY TO:
           ROBERT M. POWELL                              KENN W. WEBB
              PRESIDENT                                THOMPSON & KNIGHT,
            USA TRUCK, INC.                        A PROFESSIONAL CORPORATION
        3108 INDUSTRIAL PARK ROAD                     1700 PACIFIC AVENUE 
        VAN BUREN, ARKANSAS  72956                         SUITE 3300
      (Name and address of agent for service)         DALLAS, TEXAS  75201 
                                                         (214) 969-1378
  
           (501) 471-2500
      (Telephone number, including
      area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  ---------------------------------------------------------------------------------------------------
         Title of                                 Proposed       Proposed Maximum         Amount
        Securities            Amount              Maximum            Aggregate              of
           to be               to be           Offering Price        Offering          Registration
        Registered         Registered(1)        per Share(2)           Price               Fee
  ---------------------------------------------------------------------------------------------------
  Common Stock,
       par value $.01      200,000 shares        $  12.50          $  2,488,000         $  753.94
         per share
  ---------------------------------------------------------------------------------------------------
  (1) Pursuant to Rule 416 under the Securities Act of 1933, shares issuable upon
  any stock split, stock dividend or similar transaction with respect to these
  shares are also being registered hereunder.
  
  (2) Computed in accordance with Rule 457(h) under the Securities Act of 1933 on
  the basis of the average of the high and low sales prices ($12.44) of the Common
  Stock reported in the consolidated reporting system for Nasdaq National Market
  securities on November 12, 1997.
  2
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.  Plan Information.*
  
  Item 2.  Registrant Information and Employee Plan Annual Information.*
  
       *   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 and the Note to Part I
           of Form S-8.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
       The following documents filed by the Registrant with the Securities and
  Exchange Commission are incorporated by reference in this Registration
  Statement:
  
       (1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
           December 31, 1996;
  
       (2) The Registrant's Quarterly Reports on Form 10-Q for the quarters
           ended March 31, 1997, June 30, 1997 and September 30, 1997; and
  
       (3) The description of the Registrant's Common Stock contained in the
           Registration Statement on Form 8-A of the Registrant filed with
           the Securities and Exchange Commission on February 13, 1992 and
           declared effective on March 19, 1992, including any amendment or
           report filed for the purpose of updating such description.
  
       In addition, all documents subsequently filed by the Registrant pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
  prior to the filing of a post-effective amendment which indicates that all
  securities offered pursuant to this Registration Statement have been sold or
  which deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference in this Registration Statement and to be a part hereof
  from the date of filing of such documents.
  
  Item 4. Description of Securities.
  
       Not Applicable.
  
  Item 5. Interests of Named Experts and Counsel.
  
       Not Applicable.
  
                                        -1-
  3
  
  Item 6.  Indemnification of Directors and Officers.
  
       The Registrant is a Delaware corporation. Under Section 145 of the General
  Corporation Law of the State of Delaware (the "Delaware Law"), the Registrant
  has the power to indemnify its directors and officers, subject to certain
  limitations.
  
       Reference is made to Article VI of the Bylaws of the Registrant, which
  provides for indemnification of directors and officers of the Registrant to the
  fullest extent authorized by Section 145 of the Delaware Law. In addition,
  Article VI of the Bylaws of the Registrant permits the Registrant to maintain
  insurance to protect itself and any of its directors, officers, employees or
  agents against any expense, liability or loss incurred as a result of any
  action, suit or proceeding whether or not the Registrant would have the power to
  indemnify such person under the Delaware Law.
  
       Pursuant to the Delaware Law, the Certificate of Incorporation of the
  Registrant eliminates the personal liability of the directors of the Registrant
  to the Registrant or its stockholders for monetary damages for breach of
  fiduciary duty under certain circumstances.
  
       The foregoing summaries are necessarily subject to the complete text of the
  statute, bylaw and charter provision referred to above and are qualified in
  their entirety by reference thereto.
  
  Item 7.  Exemption from Registration Claimed.
  
       Not Applicable.
  
  Item 8.       Exhibits.
  
        5.1   Opinion of Thompson & Knight, A Professional Corporation.
  
       23.1   Consent of Thompson & Knight, A Professional Corporation.
  
       23.2   Consent of Ernst & Young LLP, independent auditors.
  
  Item 9.  Undertakings.
  
       (a)    The 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 of 1933;
  
                (ii) To reflect in the prospectus any facts or events arising
              after the effective date of this Registration Statement (or the most
              recent post-effective amendment thereof) which, individually or in
              the aggregate, represent a fundamental change in the information 
              set forth in this Registration Statement; and
  
                (iii) To include any material information with respect to the plan
              of distribution not previously disclosed in this Registration 
              Statement or any material change to such information in this 
              Registration Statement;
  
       provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
       the information required to be included in a post-effective amendment by
       those paragraphs is contained in periodic reports filed by the Registrant
       pursuant
  
                                        -2-
  4
  
       to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
       are incorporated by reference in this Registration Statement.
  
           (2) That, for the purpose of determining any liability under the
       Securities Act of 1933, 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 which remain unsold at the
       termination of the offering.
  
      (b) The Registrant hereby further undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 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.
  
      (c) Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 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 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 Act and will be governed by the final adjudication of
  such issue.
  
                                        -3-
  5
                                     SIGNATURES
  
      Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Van Buren, State of Arkansas, on the 14th day of 
  November, 1997.
  
                                              USA TRUCK, INC.
                                              (Registrant)
  
                                              By: /s/ ROBERT M. POWELL
                                                 ---------------------------------
                                                  Robert M. Powell, President
  
       KNOW ALL BY THESE PRESENTS, that each of the undersigned directors and
  officers of USA Truck, Inc. hereby constitutes and appoints Robert M. Powell and
  Jerry D. Orler, and each of them, his true and lawful attorneys-in-fact and
  agents with full power of substitution and resubstitution, for him and in his
  name, place and stead, in any and all capacities, to sign any or all amendments
  (including post-effective amendments) to this Registration Statement, and to
  file the same, with all exhibits thereto and other documents in connection
  therewith, with the Securities and Exchange Commission, granting unto said
  attorneys-in-fact and agents, and each of them, full power and authority to do
  and perform each and every act and thing requisite and necessary to be done in
  and about the premises, as fully to all intents and purposes as he might or
  could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents or any of them, or their substitutes, may lawfully
  do or cause to be done by virtue hereof.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  Signature                                Title                                               Date
  
  /s/ JAMES B. SPEED                       Chairman of the Board and                           November 14, 1997
  -----------------------------------        Director                                                   
  James B. Speed                           
  
  /s/ ROBERT M. POWELL                     President and Director                              November 14, 1997
  -----------------------------------      (principal executive officer)                                
  Robert M. Powell                        
  
  /s/ JERRY D. ORLER                       Vice President, Finance, Chief Financial            November 14, 1997
  -----------------------------------       Officer and Director (principal                             
  Jerry D. Orler                            financial and accounting officer)
                                          
  
  /s/ GEORGE R. JACOBS                     Director                                            November 14, 1997
  -----------------------------------                                                                   
  George R. Jacobs
  
  /s/ JIM L. HANNA                         Director                                            November 14, 1997
  -----------------------------------                                                                   
  Jim L. Hanna
  
  /s/ ROLAND S. BOREHAM, JR.               Director                                            November 14, 1997
  ------------------------------------                                                                  
  Roland S. Boreham, Jr.
  -4-
  6
  
                                  INDEX TO EXHIBITS
  
         Exhibit
         Number                                          Exhibit
         -------                                         -------
  
           5.1       Opinion of Thompson & Knight, A Professional Corporation.
  
          23.1       Consent of Thompson & Knight, A Professional Corporation
                     (Included in Exhibit 5.1).
  
          23.2       Consent of Ernst & Young LLP, independent auditors.