<PAGE>   1
 
   
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 6, 1997
    
 
                                                      REGISTRATION NO. 333-18537
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------
   
                                AMENDMENT NO. 5
    
                                       TO
                                    FORM S-1
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                            ------------------------
 
                               ATL PRODUCTS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                                 <C>                                 <C>
             DELAWARE                              3572                             95-3824281
 (STATE OR OTHER JURISDICTION OF       (PRIMARY STANDARD INDUSTRIAL              (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)       CLASSIFICATION CODE NUMBER)             IDENTIFICATION NO.)
</TABLE>
 
                            ------------------------
 
                          1515 SOUTH MANCHESTER AVENUE
                         ANAHEIM, CALIFORNIA 92802-2907
                                 (714) 780-7200
              (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
       INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                            ------------------------
 
                              KEVIN C. DALY, PH.D.
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               ATL PRODUCTS, INC.
                          1515 SOUTH MANCHESTER AVENUE
                         ANAHEIM, CALIFORNIA 92802-2907
                                 (714) 780-7200
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

                                   COPIES TO:
 
<TABLE>
<S>                                                   <C>
              PATRICK ARRINGTON, ESQ.                                JEFFREY D. SAPER, ESQ.
              ELLEN S. BANCROFT, ESQ.                                HOWARD S. ZEPRUN, ESQ.
               SUSAN N. CAYLEY, ESQ.                                 KAIVAN M. SHAKIB, ESQ.
                 NEEL GROVER, ESQ.                                  MATTHEW MACKENZIE, ESQ.
          BROBECK, PHLEGER & HARRISON LLP                       WILSON SONSINI GOODRICH & ROSATI
          4675 MACARTHUR COURT, SUITE 1000                          PROFESSIONAL CORPORATION
          NEWPORT BEACH, CALIFORNIA 92660                              650 PAGE MILL ROAD
                   (714) 752-7535                               PALO ALTO, CALIFORNIA 94304-1050
                                                                         (415) 493-9300
</TABLE>
 
                            ------------------------
 
        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
  As soon as practicable after this Registration Statement becomes effective.

                            ------------------------
 
     If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
 
     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
 
     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
 
     If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

                            ------------------------
 
     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE>   2
 
                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
     The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable in connection with the sale and
distribution of the securities being registered. All amounts are estimated
except the Securities and Exchange Commission registration fee. All of the
expenses below will be paid by the Registrant.
 
<TABLE>
<CAPTION>
                                       ITEM                                      AMOUNT
    --------------------------------------------------------------------------  --------
    <S>                                                                         <C>
    Registration fee..........................................................  $  6,891
    NASD filing fee...........................................................     2,774
    Nasdaq National Market listing (entry) fee................................    42,250
    Blue Sky fees and expenses................................................     7,500
    Printing and engraving expenses...........................................   105,000
    Legal fees and expenses...................................................   200,000
    Accounting fees and expenses..............................................   140,000
    Transfer Agent and Registrar fees.........................................     7,500
    Miscellaneous.............................................................    63,085
                                                                                --------
              Total...........................................................  $575,000
                                                                                ========
</TABLE>
 
ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     Under Section 145 of the Delaware General Corporation Law the Registrant
has broad powers to indemnify its directors and officers against liabilities
they may incur in such capacities, including liabilities under the Securities
Act of 1933. The Registrant's Bylaws (Exhibit 3.3 hereto) provides that the
Registrant shall indemnify its directors and officers to the fullest extent
permitted by Delaware law. The Bylaws require the Registrant, subject to certain
limitations, to advance litigation expenses in the case of stockholder
derivative actions or other actions, against an undertaking by the directors and
officers to repay such advances if it is ultimately determined that the
directors or officers are not entitled to indemnification. The Bylaws further
provide that rights conferred under such Bylaws shall not be deemed to be
exclusive of any other right such persons may have or acquire under any
agreement, vote of stockholders or disinterested directors, or otherwise. The
Registrant believes that indemnification under its Bylaws covers at least
negligence and gross negligence.
 
     In addition, the Registrant's Certificate of Incorporation (the
"Certificate") (Exhibit 3.1 hereto) provides that the Registrant shall indemnify
its directors and officers if such persons acted (i) in good faith, (ii) in a
manner reasonably believed to be in or not opposed to the best interests of the
Registrant, and (iii) with respect to any criminal action or proceeding, with
reasonable cause to believe such conduct was lawful. The Certificate also
provides that, pursuant to Delaware law, its directors shall not be liable for
monetary damages for breach of the directors' fiduciary duty of care to the
Registrant and its stockholders. This provision in the Certificate does not
eliminate the duty of care, and in appropriate circumstances equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. The Certificate further
provides that the Registrant be authorized to indemnify its directors and
officers to the fullest extent permitted by law through the Bylaws, agreement,
vote of stockholders or disinterested directors, or otherwise.
 
                                      II-1
<PAGE>   3
 
     The Registrant intends to obtain directors' and officers' liability
insurance in connection with this Offering.
 
     In addition, the Registrant has entered or, concurrently with this
Offering, will enter, into agreements to indemnify its directors and certain of
its officers in addition to the indemnification provided for in the Certificate
and Bylaws. These agreements will, among other things, indemnify the
Registrant's directors and certain of its officers for certain expenses
(including attorneys fees), judgments, fines and settlement amounts incurred by
such person in any action or proceeding, including any action by or in the right
of the Registrant, on account of services by that person as a director or
officer of the Registrant or as a director or officer of any subsidiary of the
Registrant, or as a director or officer of any other company or enterprise that
the person provides services to at the request of the Registrant.
 
     The Underwriting Agreement (Exhibit 1.1 hereto) provides for
indemnification by the Underwriters of the Registrant, its officers and
directors and by the Registrant of the Underwriter, for certain liabilities
arising under the Securities Act or otherwise.
 
ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES
 
     Since December 1996, the Registrant has sold and issued the following
unregistered securities:
 
          1. In December 1996, the Registrant granted nonstatutory stock options
     to certain employees of the Registrant under its 1996 Stock Incentive Plan
     covering an aggregate of 879,000 shares of the Registrant's Class B Common
     Stock, at an exercise price of $5.00 per share. These options vest over a
     three year period commencing one year following the date of grant. All of
     such options were issued in consideration for employment services rendered
     to the Registrant. None of the optionees paid any cash consideration for
     these options. The sale and issue of these securities was deemed to be
     exempt from registration under the Securities Act by virtue of Rule 701
     promulgated thereunder in that they were offered and sold either pursuant
     to a written compensatory benefit plan or pursuant to written contract
     relating to compensation, as provided by Rule 701.
 
          2. In December 1996, the Registrant effected a reincorporation in
     Delaware which included a recapitalization in which two classes of common
     stock were authorized, and each share of the Registrant's no par Common
     Stock was exchanged for 8,005 shares of Common Stock, par value $.0001 per
     share. Such issuance was exempt from registration under Section 2(3) of the
     Securities Act on the basis that such transaction did not involve a "sale"
     of securities.
 
     There were no underwriters, brokers or finders employed in connection with
any of the transactions set forth above.
 
                                      II-2
<PAGE>   4
 
ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
  (a) Exhibits
 
     The following Exhibits are attached hereto and incorporated herein by
reference.
 
   
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                            DESCRIPTION
------   ----------------------------------------------------------------------------------------------
<S>      <C>
 1.1     Form of Underwriting Agreement.**
 3.1     Certificate of Incorporation of the Registrant as filed with the Delaware Secretary of State
         on December 19, 1996.**
 3.2     Certificate of Merger of the Registrant as filed with the Delaware Secretary of State on
         December 19, 1996.**
 3.3     Bylaws of the Registrant.**
 4.1     Specimen certificate representing shares of Common Stock of the Registrant.**
 4.2     1996 Stock Incentive Plan.**
 4.3     Form of Notice of Grant of Stock Option and related Stock Option Agreement under 1996 Stock
         Incentive Plan.**
 5.1     Form of Opinion of Brobeck, Phleger & Harrison LLP.**
10.1     Form of Indemnification Agreement.**
10.2     Real Property lease, dated October 9, 1996, by and between Thomas M. Zapara and Violet J.
         Zapara, Trustees of the Zapara Family Trust U/D/T dated December 7, 1995 and Registrant, a
         wholly owned subsidiary of Odetics, Inc.**
10.3     Form of Separation and Distribution Agreement between the Registrant and Odetics.**
10.4     Form of Tax Allocation Agreement between the Registrant and Odetics.**
10.5     Form of Services Agreement between the Registrant and Odetics.**
10.6     Form of Value Added Reseller Agreement.**
10.7     Form of International Value Added Reseller Agreement.**
10.8     Technical Support Agreement dated May 6, 1996, between Technology Service Solutions and
         Odetics, Incorporated, as amended May 7, 1996.+**
10.9     Tape Library OEM Purchase Agreement dated August 28, 1996, between Quantum Corporation and
         Registrant.+**
10.10    Veritas Software License Agreement, dated November 8, 1996, between Veritas Software
         Corporation and Registrant.+**
10.11    Agreement dated December 18, 1995, between Hewlett-Packard GmbH Local Products Organization
         and Registrant.+**
10.12    Basic Order Agreement dated April 15, 1993, between Digital Equipment Corporation and Odetics,
         Inc. and Registrant, as amended January 11, 1994, March 25, 1994, October 19, 1994, October
         27, 1994 and January 12, 1995.+**
10.13    Basic Ordering Agreement dated September 14, 1995 between EMC(2) Corporation and
         Registrant.+**
10.14    Form of Promissory Note between the Registrant and Odetics.**
10.15    Form of Odetics Associate Agreement.**
10.16    Commitment Letter Agreement dated December 19, 1996 between the Registrant and Imperial
         Bank.**
10.17    Commitment Letter Agreement dated December 20, 1996 among the Registrant, Imperial Bank and
         Comerica Bank -- California.**
10.18    Development and License Agreement dated January 14, 1997 between the Registrant and Sun
         Microsystems, Inc.+
11.1     Statement Regarding Computation of Earnings Per Share.**
23.1     Consent of Independent Auditors.**
23.2     Consent of Brobeck, Phleger & Harrison LLP (contained in Exhibit 5.1).
24.1     Power of Attorney.**
27.1     Financial Data Schedules.**
</TABLE>
    
 
---------------
** previously filed
 
 + Confidential treatment is being sought with respect to certain portions of
   this agreement. Such portions have been omitted from this filing and have
   been filed separately with the Securities and Exchange Commission.
 
                                      II-3
<PAGE>   5
 
  (b) Financial Statement Schedules
 
<TABLE>
<CAPTION>
  SCHEDULE
------------
<S>           <C>
Schedule II   Valuation and Qualifying Accounts
</TABLE>
 
     Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the financial
statements or notes thereto.
 
ITEM 17.  UNDERTAKINGS
 
     The Registrant hereby undertakes to provide the Underwriters at the closing
specified in the Underwriting Agreements certificates in such denominations and
registered in such names as required by the Underwriters to permit prompt
delivery to each purchaser.
 
     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted as to directors, officers and controlling persons of
the Registrant pursuant to the provisions described in Item 14, 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.
 
     The undersigned Registrant hereby undertakes that:
 
          (1) For purposes of determining any liability under the Securities Act
     of 1933, the information omitted from the form of prospectus as filed as
     part of the registration statement in reliance upon Rule 430A and contained
     in the form of prospectus filed by the Registrant pursuant to Rule
     424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
     part of the registration statement as of the time it was declared
     effective;
 
          (2) For the purpose of determining any liability under the Securities
     Act of 1933, each post-effective amendment that contains a form of
     prospectus 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.
 
     The undersigned Registrant hereby undertakes to provide the underwriters at
the closing as specified in the underwriting agreements, certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.
 
                                      II-4
<PAGE>   6
 
                                   SIGNATURES
 
   
     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 5 to the Registration Statement on
Form S-1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Anaheim, State of California, on the 6th day of
March, 1997.
    
 
                                          ATL PRODUCTS, INC.
 
                                          By: /s/ KEVIN C. DALY
                                          --------------------------------------
                                              Kevin C. Daly, Ph.D.
                                              Chief Executive Officer, President
                                              and Chairman of the Board
 
   
     Pursuant to the requirements of the Securities Exchange Act of 1933, this
Amendment No. 5 to the Registration Statement on Form S-1 has been signed by the
following persons in the capacities and on the dates indicated:
    
 
   
<TABLE>
<CAPTION>
            SIGNATURE                              TITLE                         DATE
---------------------------------    ---------------------------------    ------------------
<S>                                  <C>                                  <C>
 
/s/ KEVIN C. DALY
---------------------------------    Chief Executive Officer,             March 6, 1997
Kevin C. Daly, Ph.D.                 President and Chairman of the
                                     Board
                                     (principle executive officer)

             *
---------------------------------    Director                             March 6, 1997
Joel Slutzky
 
             *
---------------------------------    Director                             March 6, 1997
Crandall Gudmundson
 

/s/ GREGORY A. MINER
---------------------------------    Chief Financial Officer              March 6, 1997
Gregory A. Miner                     (principal
                                     financial and accounting officer)
 

*By: /s/ KEVIN C. DALY
---------------------------------
     Kevin C. Daly, Ph.D.
     (Attorney-in-fact)
</TABLE>
    
 
                                      II-5
<PAGE>   7
 
                                 EXHIBIT INDEX
 
   
<TABLE>
<CAPTION>
                                                                                     SEQUENTIALLY
EXHIBIT                                                                                NUMBERED
NUMBER                                   DESCRIPTION                                     PAGE
------   --------------------------------------------------------------------------- ------------
<S>      <C>                                                                         <C>
 1.1     Form of Underwriting Agreement**...........................................
 3.1     Certificate of Incorporation of the Registrant as filed with the Delaware
         Secretary of State on December 19, 1996**..................................
 3.2     Certificate of Merger of the Registrant as filed with the Delaware
         Secretary of State on December 19, 1996**..................................
 3.3     Bylaws of the Registrant**.................................................
 4.1     Specimen certificate representing shares of Common Stock of the
         Registrant**...............................................................
 4.2     1996 Stock Incentive Plan**................................................
 4.3     Form of Notice of Grant of Stock Option and related Stock Option Agreement
         under 1996 Stock Incentive Plan**..........................................
 5.1     Form of Opinion of Brobeck, Phleger & Harrison LLP**.......................
10.1     Form of Indemnification Agreement**........................................
10.2     Real Property lease, dated October 9, 1996, by and between Thomas M. Zapara
         and Violet J. Zapara, Trustees of the Zapara Family Trust U/D/T dated
         December 7, 1995 and Registrant, a wholly owned subsidiary of Odetics,
         Inc.**.....................................................................
10.3     Form of Separation and Distribution Agreement between the Registrant and
         Odetics**..................................................................
10.4     Form of Tax Allocation Agreement between the Registrant and Odetics**......
10.5     Form of Services Agreement between the Registrant and Odetics**............
10.6     Form of Value Added Reseller Agreement**...................................
10.7     Form of International Value Added Reseller Agreement**.....................
10.8     Technical Support Agreement dated May 6, 1996, between Technology Service
         Solutions and Odetics, Incorporated, as amended May 7, 1996+**.............
10.9     Tape Library OEM Purchase Agreement dated August 28, 1996, between Quantum
         Corporation and Registrant+**..............................................
10.10    Veritas Software License Agreement, dated November 8, 1996, between Veritas
         Software Corporation and Registrant+**.....................................
10.11    Agreement dated December 18, 1995, between Hewlett-Packard GmbH Local
         Products Organization and Registrant+**....................................
10.12    Basic Order Agreement dated April 15, 1993, between Digital Equipment
         Corporation and Odetics, Inc. and Registrant, as amended January 11, 1994,
         March 25, 1994, October 19, 1994, October 27, 1994 and January 12,
         1995+**....................................................................
10.13    Basic Ordering Agreement dated September 14, 1995 between EMC(2)
         Corporation and Registrant+**..............................................
10.14    Form of Promissory Note between the Registrant and Odetics**...............
10.15    Form of Odetics Associate Agreement**......................................
10.16    Commitment Letter Agreement dated December 19, 1996 between the Registrant
         and Imperial Bank**........................................................
10.17    Commitment Letter Agreement dated December 20, 1996 among the Registrant,
         Imperial Bank and Comerica Bank -- California**............................
10.18    Development and License Agreement dated January 14, 1997 between the
         Registrant and Sun Microsystems, Inc.+.....................................
11.1     Statement Regarding Computation of Earnings Per Share**....................
23.1     Consent of Independent Auditors**..........................................
23.2     Consent of Brobeck, Phleger & Harrison LLP (contained in Exhibit 5.1)......
24.1     Power of Attorney**........................................................
27.1     Financial Data Schedules**.................................................
</TABLE>
    
 
---------------
** previously filed
 
 + Confidential treatment is being sought with respect to certain portions of
   this agreement. Such portions have been omitted from this filing and have
   been filed separately with the Securities and Exchange Commission.