<PAGE>   1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 8, 1998

                         REGISTRATION STATEMENT NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, D.C.  20549


                          --------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ----------------------

                                 WAVEPHORE, INC.
             (Exact name of registrant as specified in its charter)

            INDIANA                                       86-0491428
      (State or other jurisdiction             (IRS Employer Identification No.)
   of incorporation or organization)

                                 WAVEPHORE, INC.
                             3311 NORTH 44TH STREET
                             PHOENIX, ARIZONA 85018
                                 (602) 952-5500
    (Address, including zip code, and telephone number, including area code,
       of registrant's principal executive offices and place of business)

                          1998 EMPLOYEE INCENTIVE PLAN
                              (Full Title of Plans)

                     DAVID E. DEEDS, CHIEF EXECUTIVE OFFICER
                                 WAVEPHORE, INC.
                             3311 NORTH 44TH STREET
                             PHOENIX, ARIZONA 85018
                                 (602) 952-5500

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    COPY TO:

                             DOUGLAS J. REICH, ESQ.
                                 WAVEPHORE, INC.
                             3311 NORTH 44TH STREET
                             PHOENIX, ARIZONA 85018
                                 (602) 952-5500
                       -----------------------------------

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                                               Proposed      Proposed
                                                               Maximum        Maximum
                                               Amount          Offering      Aggregate       Amount of
     Title of Securities                       to be          Price Per      Offering      Registration
     to be Registered                       Registered(1)      Share         Price             Fee
     ----------------                       ------------       -----         -----             ---
<S>                                        <C>               <C>           <C>             <C>
Common Shares..........                    4,000,000         $ 8.344(2)    $33,376,000(2)   $ 9,279
</TABLE>
                                 

================================================================================
                          (footnotes on following page)
<PAGE>   2
(1) In the event of a stock split, stock dividend, or similar transaction
    involving Common Shares of the Company, in order to prevent dilution, the
    number of shares registered shall be automatically increased to cover the
    additional shares in accordance with Rule 416(a) under the Securities Act of
    1933, as amended.

(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(c) and (h), and based upon the average of the high and
    low sales prices of the Common Shares on December 7, 1998, as reported by
    the Nasdaq Stock Market.




                                       2
<PAGE>   3
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


       Document(s) containing the information specified by Part I of Form S-8
will be sent or given to participants in the 1998 Employee Incentive Plan of
WavePhore, Inc. as specified in Rule 428(b)(1) under the Securities Act of 1933,
as amended (the "Act"), and are not being filed with the Commission, either as
part of this Registration Statement or as Prospectuses or Prospectus Supplements
pursuant to Rule 424 under the Act, pursuant to the instructions to Part I. Such
documents and the documents incorporated by reference pursuant to Item 3 of Part
II of this Registration Statement, taken together, constitute a Prospectus that
meets the requirements of Section 10(a) of the Act.



                                       3
<PAGE>   4
                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents have been filed by the Company with the Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and are incorporated herein by reference:

     (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1997;

     (b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998,
         June 30, 1998 and September 30, 1998.

     (c) All other reports filed with the Commission by the Company pursuant to
         Section 13(a) or 15(d) of the Exchange Act since December 31, 1997;

     (d) Description of the Company's Common Shares as set forth under the
         caption "Description of Capital Shares - Common Shares" contained in
         the Prospectus included in Amendment No. 2 to the Company's
         Registration Statement on Form S-1 (Registration No. 33-79316) filed
         with the Commission on September 15, 1994, which was incorporated by
         reference in Item 1 of the Company's Registration Statement on Form
         8-A, as filed with the Commission on September 26, 1994, and all
         amendments or reports filed for the purpose of updating such
         description.

All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be 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.


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<PAGE>   5
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Unless limited by a
corporation's articles of incorporation, the Indiana Business Corporation Law
(the "IBCL") requires that a corporation indemnify a director who was wholly
successful, on the merits or otherwise, in the defense of any proceeding to
which the director was a party because the director is or was a director of the
corporation against reasonable expenses incurred by the director in connection
with the proceeding. The IBCL permits a corporation to indemnify an individual
made a party to a proceeding because the individual is or was a director against
liability incurred in the proceeding if: (1) the individual's conduct was in
good faith; and (2) the individual reasonably believed: (A) in the case of
conduct in the individual's official capacity with the corporation, that the
individual's conduct was in its best interest; and (B) in all other cases, that
the individual's conduct was at least not opposed to its best interests; and (3)
in the case of any criminal proceeding, the individual either: (A) had
reasonable cause to believe the individual's conduct was lawful; or (B) had no
reasonable cause to believe the individual's conduct was unlawful. Unless a
corporation's articles of incorporation provide otherwise, an officer of the
corporation, whether or not a director, is entitled to mandatory and
court-ordered indemnification to the same extent as a director; and the
corporation may indemnify an officer, employee or agent of the corporation,
whether or not a director, to the same extent as a director, and to the extent,
consistent with public policy, that may be provided by its articles of
incorporation, bylaws, general or specific action of its board of directors, or
contract. The indemnification provisions of the IBCL are not exclusive of any
rights to indemnification that a person may have under the corporation's
articles of incorporation or bylaws, a resolution of the board of directors or
of the shareholders, or any other authorization, whenever adopted, after notice,
by a majority vote of all of the voting shares then issued and outstanding.

The IBCL provides that a director is not liable for any action taken as a
director, or any failure to take any action, unless: (1) the director has
breached or failed to perform the duties of the director's office in compliance
with Section 23-1-35-1 of the IBCL; and (2) the breach or failure to perform
constitutes willful misconduct or recklessness. Section 23-1-35-1 of the IBCL
provides that a director shall, based upon the facts then known to the director,
discharge the duties as a director, including the director's duties as a member
of a committee: (1) in good faith; (2) with the care an ordinarily prudent
person in a like position would exercise under similar circumstances; and (3) in
a manner the director reasonably believes to be in the best interests of the
corporation. In discharging the director's duties, a director is entitled to
rely upon information, opinions, reports, or statements, including financial
statements and other financial data, if prepared or presented by: (1) one or
more officers or employees of the corporation whom a director reasonably
believes to be reliable and competent in the matters presented; (2) legal
counsel, public accountants, or other persons as to matters the director
reasonably believes are within the person's professional or expert competence;
or (3) a committee of the board of directors of which the director is not a
member if the director reasonably believes the committee merits confidence. A
director is not acting in good faith if the director has knowledge concerning
the matter in question that makes reliance otherwise permitted by the foregoing
provisions unwarranted. A director may, in considering the best interests of a
corporation, consider the affects of any action on shareholders, employees,
suppliers, and customers of the corporation, 


                                       5
<PAGE>   6
and communities in which offices or other facilities of the corporation are
located, and any other factors the director considers pertinent.

      The Company's Articles of Incorporation provide that the corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (including any action or suit
by or in the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, to
the maximum extent permitted under the IBCL. Such indemnification shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any statute, bylaw, agreement, vote of shareholders or disinterested
directors, or otherwise.

      The Company's Code of Bylaws provides that the corporation shall indemnify
any individual who is or was a director or officer of the corporation, or is or
was serving at the request of the corporation as a director, officer, partner or
trustee of another foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan or enterprise whether or not for profit, against
liability and expenses, including attorneys fees, incurred by him in any action,
suit or proceeding, whether civil, criminal, administrative, investigative, and
whether formal or informal, in which he has made or threatened to be made a
party by reason of being or having been in any such capacity, or arising out of
his status a such, except (i) in the case of any action, suit, or proceeding
terminated by judgment, order or conviction, in relation to matters as to which
he is adjudged to have breached or failed to perform the duties of his office
and the breach or failure to perform constituted willful misconduct or
recklessness; and (ii) in any other situation, in relation to matters as to
which it is found by a majority of a committee composed of all directors not
involved in the matter in controversy (whether or not a quorum) that the person
breached or failed to perform the duties of his office and the breach or failure
to perform constituted willful misconduct or recklessness.

      The directors and officers of the Company are covered by an insurance
policy indemnifying against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the "Act"), in certain circumstances.



ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.     EXHIBITS.

4.1         Restated Articles of Incorporation (incorporated by reference to
            Exhibit 4 to the 



                                       6
<PAGE>   7
            Company's Quarterly Report on Form 10-Q for the quarter ended
            September 30, 1994).

4.2         Articles of Amendment to the Company's Articles of Incorporation
            dated December 27, 1995 (incorporated by reference to Exhibit 3 to
            the Company's Current Report on Form 8-K dated December 27, 1995).

4.3         Articles of Amendment to the Company's Articles of Incorporation
            dated February 7, 1996 (incorporated by reference to Exhibit 4.3 to
            the Company's Registration Statement No. 333-1198 on Form S-3).

4.4         Articles of Amendment to the Company's Articles of Incorporation
            dated July 23, 1997 (incorporated by reference to Exhibit 3.1 to the
            Company's Current Report on Form 8-K filed on August 1, 1997).

4.5         Restated Code of Bylaws (incorporated by reference to Exhibit 4.2 to
            the Company's Registration Statement No. 33-80343 on Form S-8).

5           Opinion of Barnes & Thornburg regarding legality.

10.1        1998 Employee Incentive Plan

23.1        Consent of Ernst & Young LLP, Independent Auditors.

23.2        Consent of Barnes & Thornburg (included in Exhibit 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 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;

      (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 



                                       7
<PAGE>   8
securities being registered which remain unsold at the termination of the
offering.

      The undersigned Registrant hereby 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 of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the 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 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.



                                       8
<PAGE>   9
                                   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 Phoenix, State of Arizona, on December 3, 1998.

                                 WAVEPHORE, INC.


                                    By:/s/ David E. Deeds
                                       ------------------------------------
                                    David E. Deeds, Chairman,
                                    Chief Executive Officer and President

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
          SIGNATURE                  TITLE                                     DATE



<S>                              <C>                                       <C>
/s/ David E. Deeds               Chairman of the Board, Chief              December 3, 1998
-----------------------          Executive Officer and President                                          
David E. Deeds                   (Principal Executive Officer)             
                                            
                                                                           
                                                                           
/s/ R. Glenn Williamson          Executive Vice President, Chief           December 3, 1998
-----------------------          Operating Officer and                                          
R. Glenn Williamson              Director                                  
                                                      
                                                                           
                                                                           
                                                                           
/s/ Kenneth D. Swenson           Executive Vice President,                 December 3, 1998
-----------------------          Chief Financial Officer,                                                   
Kenneth D. Swenson               Treasurer (Principal Financial            
                                 Officer and Principal Accounting          
                                 Officer) and Director                     
                                          
                                                                           
/s/ C. Roland Haden                                                        
-----------------------                                                    
C. Roland Haden                  Director                                  December 3, 1998
                                                                           
                                                                           
                                                                           
                                                                           
/s/ Glenn Scolnik                Director                                  December 3, 1998
-----------------------                                                    
Glenn Scolnik                                                              
                                                                           
                                                                           
                                                                           
                                                                           
/s/ J. Robert Collins            Director                                  December 3, 1998
---------------------                                                      
J. Robert Collins                                                          
</TABLE>
                                                                           
                                                                           
                                                                      


                                       9