<PAGE>   1


              As Filed With the Securities and Exchange Commission
                                 on May 18, 1998
                                                          Registration No. [  ]
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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


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


            TENNESSEE                                   62-1412720
 (State or other jurisdiction of           (I.R.S. Employer Identification No.)
  incorporation or organization)

   7132 COMMERCIAL PARK DRIVE
     KNOXVILLE, TENNESSEE                               37918
 (Address of Principal Executive Offices)             (Zip Code)

                  REGAL CINEMAS, INC. PARTICIPANT STOCK OPTION PLAN
                   REGAL CINEMAS, INC. EMPLOYEE STOCK OPTION PLAN
                         1993 EMPLOYEE STOCK INCENTIVE PLAN
                1998 STOCK PURCHASE AND OPTION PLAN FOR KEY EMPLOYEES
                               OF REGAL CINEMAS, INC.
                              (Full title of the plans)

                                 MICHAEL L. CAMPBELL
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             7132 COMMERCIAL PARK DRIVE
                             KNOXVILLE, TENNESSEE 37918
                                   (615) 525-4600
              (Name, Address, including Zip Code, and Telephone Number,
               including Area Code, of Registrant's Agent for Service)

                                 WITH COPIES TO:

 F. MITCHELL WALKER, JR., ESQ.                    DAVID J. SORKIN, ESQ.
   BASS, BERRY & SIMS PLC                     SIMPSON THACHER & BARTLETT
 2700 FIRST AMERICAN CENTER                      425 LEXINGTON AVENUE
 NASHVILLE, TENNESSEE 37238                  NEW YORK, NEW YORK 10017-3954
      (615) 742-6200                               (212) 455-2000

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

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
    FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT

<TABLE>
<CAPTION>

                                                 CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                  Proposed maximum         Proposed maximum
Title of securities to     Amount to be          offering price per       aggregate offering            Amount of
    be registered           registered              share(a)(b)                price(a)            registration fee(a)
----------------------------------------------------------------------------------------------------------------------
<S>                      <C>                     <C>                       <C>                     <C>
Common Stock, no
par value                30,000,000 shares            $5.00                $150,000,000.00             $44,250.00
======================================================================================================================
</TABLE>

(a)      Pursuant to Rule 457(h) under the Securities Act of 1933, the proposed
         maximum offering price per share, the proposed maximum aggregate
         offering price and the amount of registration fee have been computed on
         the basis of the price at which common stock under the Plans will be
         sold, and the price at which options under the Plans may be exercised.
(b)      Following consummation of the Registrant's proposed merger with
         affiliates of Kohlberg Kravis Roberts & Co. and Hicks, Muse, Tate &
         Furst Incorporated, it is anticipated that the Registrant will split
         its shares of common stock. The number of shares and offering price per
         share are computed on a post-split basis.


<PAGE>   2



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Regal Cinemas, Inc. (the "Registrant"
or the "Company") with the Securities and Exchange Commission (the "Commission")
are hereby incorporated by reference in this Registration Statement:

         (1)   The Registrant's Prospectus dated July 1, 1993, filed pursuant to
               Rule 424(b) under the Securities Act of 1933, as amended.

         (2)   The description of the Registrant's Common Stock contained in
               the Registration Statement, filed by the Registrant to register
               such securities under the Exchange Act, including all amendments 
               and reports filed for the purpose of updating such description
               prior to the termination of the offering of Common Stock offered
               hereby.

         (3)   The Company's Annual Report on Form 10-K for the fiscal year
               ended January 1, 1998.

         (4)   The Company's Quarterly Report on Form 10-Q for the fiscal 
               quarter ended April 2, 1998.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and 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 herein and to be a part hereof from
the date of filing of such documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document which also is incorporated by reference
herein) modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed to constitute a part hereof except as so modified
or superseded.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.



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<PAGE>   3



Item 6.  Indemnification of Directors and Officers.

         The Tennessee Business Corporation Act ("TBCA") provides that a
corporation may indemnify any of its directors and officers against liability
incurred in connection with a proceeding if (i) such person acted in good faith;
(ii) in the case of conduct in an official capacity with the corporation, he
reasonably believed such conduct was in the corporation's best interests; (iii)
in all other cases, he reasonably believed that his conduct was at least not
opposed to the best interests of the corporation; and (iv) in connection with
any criminal proceeding, such person had no reasonable cause to believe his
conduct was unlawful. In actions brought by or in the right of the corporation,
however, the TBCA provides that no indemnification may be made if the director
or officer was adjudged to be liable to the corporation. The TBCA also provides
that in connection with any proceeding charging improper personal benefit to an
officer or director, no indemnification may be made if such officer or director
is adjudged liable on the basis that such personal benefit was improperly
received. Notwithstanding the foregoing, the TBCA provides that a court of
competent jurisdiction, unless the corporation's charter provides otherwise,
upon application, may order that an officer or director be indemnified for
reasonable expenses if, in consideration of all relevant circumstances, the
court determines that such individual is fairly and reasonably entitled to
indemnification, notwithstanding the fact that (i) such officer or director was
adjudged liable to the corporation in a proceeding by or in right of the
corporation; (ii) such officer or director was adjudged liable on the basis that
personal benefit was improperly received by him; or (iii) such officer or
director breached his duty of care to the corporation. The TBCA also provides
that a corporation may purchase and maintain on behalf of officers and directors
insurance against any liability which may be asserted against such persons,
whether or not the corporation would be able to indemnify such persons under the
TBCA.

         The Registrant's Restated Charter provides that to the fullest extent
permitted by law no director shall be personally liable to the Registrant or its
shareholders for monetary damages for breach of any fiduciary duty as a
director. Under the TBCA, this charter provision relieves the Registrant's
directors from personal liability to the Registrant or its shareholders for
monetary damages for breach of fiduciary duty as a director, except for
liability arising from (i) any breach of the director's duty of loyalty, (ii)
acts or omission not in good faith or which involve intentional misconduct or a
knowing violation of law, or (iii) any unlawful distributions. In addition, the
Registrant's Bylaws provide that each director and officer of the Registrant
shall be indemnified by the Registrant to the fullest extent allowed by
Tennessee law, and the Registrant has entered into indemnification agreements
with each of the Registrant's directors and executive officers. The Registrant's
Bylaws also provide that the Registrant may purchase and maintain on behalf of
officers and directors insurance against any liability which may be asserted
against such persons, whether or not the Registrant would be able to indemnify
such persons under the TBCA of its Restated Charter and Bylaws. The Registrant
maintains officers and directors liability insurance.

Item 7.  Exemption From Registration Claimed.

         Not Applicable.

 

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<PAGE>   4



Item 8.  Exhibits

<TABLE>
<CAPTION>

Exhibit Number                       Description
--------------                       -----------
<S>                 <C>

    4.1             Restated Charter of the Registrant (incorporated by
                    reference to Exhibit 3.1 of the Registrant's Registration
                    Statement on Form S-1, Registration No. 33-62868)

    4.2             Amended and Restated Bylaws of the Registrant (incorporated
                    by reference to Exhibit 3.2 of the Registrant's Registration
                    Statement on Form S-l, Registration No. 33-62868)

    4.3             Regal Cinemas, Inc. Participant Stock Option Plan
                    (incorporated by reference to Exhibit 10.3 of the
                    Registrant's Registration Statement on Form S-1,
                    Registration No. 33-62868)

    4.4             Regal Cinemas, Inc. Employee Stock Option Plan (incorporated
                    by reference to Exhibit 10.4 of the Registrant's
                    Registration Statement on Form S-1, Registration No.
                    33-62868)

    4.5             1993 Employee Stock Incentive Plan (incorporated by
                    reference to Exhibit 10.1 of the Registrant's Registration
                    Statement on Form S-1, Registration No. 33-62868)

    4.6             1998 Stock Purchase and Option Plan for Key Employees of
                    Regal Cinemas, Inc.

    4.7             Form of Management Stockholder's Agreement

    4.8             Form of Non-Qualified Stock Option Agreement

    4.9             Form of Sale Participation Agreement

    4.10            Form of Registration Rights Agreement

      5             Opinion of Bass, Berry & Sims

    23.1            Consent of Coopers & Lybrand

    23.2            Consent of Ernst & Young LLP

    23.3            Consent of Bass, Berry & Sims (included in Exhibit 5)


</TABLE>

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<PAGE>   5



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; (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; (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
(A)(l)(i) and (A)(l)(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 to Section 13 or 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 which remain unsold at the
termination of the offering.

         B. The Registrant hereby undertakes 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 the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, 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 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.



                                      II-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 Knoxville, State of Tennessee, on this 18th day of
May 1998.

                                      REGAL CINEMAS, INC.

                                       By: /s/ Michael L. Campbell
                                           -------------------------------------
                                           Michael L. Campbell
                                           Chairman of the Board, President and
                                           Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below hereby constitutes and appoints Michael L. Campbell and Lewis Frazer III,
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 and all amendments to this
Registration Statement, and to file the same, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agents 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 their substitute or 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 dates indicated.



<TABLE>
<CAPTION>

Signature                            Title                                Date
---------                            -----                                ----
<S>                                  <C>                                  <C>
/s/ Michael L. Campbell              Chairman of the Board,               May 18, 1998
--------------------------------       President, Chief Executive
      Michael L. Campbell              Officer and Director       
                                       (Principal Executive
                                       Officer)

/s/ Lewis Frazer III                 Chief Financial Officer and          May 18, 1998
--------------------------------       Treasurer (Principal
      Lewis Frazer III                 Financial and Accounting     
                                       Officer)

</TABLE>




 
                                      II-5

<PAGE>   7

<TABLE>

<S>                                  <C>                                  <C>

/s/ R. Neal Melton                   Vice President Construction-         May 18, 1998
--------------------------------       Equipment, Secretary and
      R. Neal Melton                   Director         
                                                         
/s/ Philip D. Borack                 Director                             May 18, 1998
--------------------------------
      Philip D. Borack

/s/ Michael E. Gellert               Director                             May 18, 1998
--------------------------------
      Michael E. Gellert

/s/ J. David Grissom                 Director                             May 18, 1998
--------------------------------
      J. David Grissom

/s/ William H. Lomicka               Director                             May 18, 1998
--------------------------------
      William H. Lomicka

/s/ Herbert S. Sanger, Jr.           Director                             May 18, 1998
--------------------------------
      Herbert S. Sanger, Jr.

/s/ Jack Tyrrell                     Director                             May 18, 1998
--------------------------------
     Jack Tyrrell

</TABLE>

                                              

                                      II-6

<PAGE>   8



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>


    Exhibit
     Number                                 Description
----------------  --------------------------------------------------------------
<S>               <C>
      4.1         Restated Charter of the Registrant (incorporated by reference
                  to Exhibit 3.1 of the Registrant's Registration Statement on 
                  Form S-1, Registration No. 33-64930)

      4.2         Amended and Restated Bylaws of the Registrant (incorporated by
                  reference to Exhibit 3.2 of the Registrant's Registration 
                  Statement on Form S-1, Registration No. 33-64930)

      4.3         Regal Cinemas, Inc. Participant Stock Option Plan (incorporated
                  by reference to Exhibit 10.3 of the Registrant's Registration 
                  Statement on Form S-1, Registration No. 33-62868)

      4.4         Regal Cinemas, Inc. Employee Stock Option Plan (incorporated
                  by reference to Exhibit 10.4 of the Registrant's Registration 
                  Statement on Form S-l, Registration No. 33-62868)

      4.5         1993 Employee Stock Incentive Plan (incorporated by reference 
                  to Exhibit 10.1 of the Registrant's Registration Statement on 
                  Form S-1, Registration No. 33-62868)

      4.6         1998 Stock Purchase and Option Plan for Key Employees of Regal
                  Cinemas, Inc.

      4.7         Form of Management Stockholder's Agreement

      4.8         Form of Non-Qualified Stock Option Agreement

      4.9         Form of Sale Participation Agreement

      4.10        Form of Registration Rights Agreement

       5          Opinion of Bass, Berry & Sims

      23.1        Consent of Coopers & Lybrand

      23.2        Consent of Ernst & Young LLP

      23.3        Consent of Bass, Berry & Sims (included in Exhibit 5)

</TABLE>