
<PAGE>
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1998
                                                 REGISTRATION NO. 333-

                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549



                                      FORM S-8
                               REGISTRATION STATEMENT
                                       Under
                             The Securities Act of 1933


                           ZEBRA TECHNOLOGIES CORPORATION
               (Exact name of registrant as specified in its charter)


          DELAWARE                                     36-2675536
(State or other jurisdiction of              (IRS Employer Identification
of incorporation or organization)                      Number)

 333 CORPORATE WOODS PARKWAY, VERNON HILLS, ILLINOIS 60061-3109, (847) 634-6700
          (Address of Principal Executive Offices including Zip Code)

         ZEBRA TECHNOLOGIES CORPORATION PROFIT SHARING AND SAVINGS PLAN
                             (Full title of plans)

                               EDWARD L. KAPLAN
 333 CORPORATE WOODS PARKWAY, VERNON HILLS, ILLINOIS 60061-3109, (847) 634-6700
            (Name, address and telephone number of agent for service)
                                   COPIES TO:

                               MATTHEW S. BROWN, ESQ.
                               KATTEN MUCHIN & ZAVIS
                         525 WEST MONROE STREET, SUITE 1600
                           CHICAGO, ILLINOIS  60661-3693



                           CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
                                        Proposed maximum   Proposed maximum
Title of securities     Amount to be     offering price        aggregate         Amount of
to be registered        registered(1)      per share(3)    offering price(3)  registration fee
----------------------------------------------------------------------------------------------
<S>                     <C>                 <C>               <C>                  <C>
Class A Common Stock,   75,000 shares       $38.2375          $2,867,813           $847.00
$.01 par value (2). . .
----------------------------------------------------------------------------------------------
</TABLE>

(1)  Includes an indeterminate number of shares of Zebra Technologies
     Corporation Class A Common Stock that may be issuable by reason of stock
     splits, stock dividends or similar transactions.
(2)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of plan
     interests to be offered or sold pursuant to the Zebra Technologies
     Corporation Profit Sharing and Savings Plan.
(3)  The amounts are based upon the high and low sales prices of Zebra
     Technologies Corporation Class A Common Stock as reported on the Nasdaq
     National Market on July 22, 1998 and are used solely for the purpose of
     calculating the registration fee pursuant to Rule 457 under the Securities
     Act of 1933.
<PAGE>


                                        PART I
                        INFORMATION REQUIRED IN THE PROSPECTUS

     The information called for in Part I of Form S-8 is currently included in
the prospectus for the Zebra Technologies Corporation Profit Sharing and Savings
Plan (the "Plan") and is not being filed with or included in this Form S-8 in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").





                                      I-1
<PAGE>


                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
     The following documents have been filed by Zebra Technologies Corporation
(the "Company") with the Commission under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and are incorporated in this Registration
Statement by reference:

     1.   The Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1997.

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

     3.   The description of the Company's Class A Common Stock contained in the
          Company's Registration Statement on Form 8-A filed with the Commission
          on July 15, 1991 pursuant to Section 12 of the Exchange Act and all
          amendments thereto and reports filed for the purpose of updating such
          description.

     4.   The Annual Report on Form 11-K of the Plan, filed with the Commission
          on July 10, 1998.

     In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, subsequent to the date hereof and prior
to the filing of a post-effective amendment indicating that all securities
offered pursuant to this Registration Statement have been sold or deregistering
all such securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such
documents.  Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.

ITEM 4.  DESCRIPTION OF SECURITIES.
     Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
     Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
     Article Nine of the Registrant's Certificate of Incorporation, as amended,
provides that the Registrant shall indemnify its directors to the full extent
permitted by the Delaware General Corporation Law and may indemnify its officers
to such extent, except that the Company shall not be obligated to indemnify any
such person (i) with respect to proceedings, claims or actions initiated or
brought voluntarily by any such person and not by way of defense, or (ii) for
any amounts paid in settlement of an action indemnified against by the Company
without the prior written consent of the Company.  With the approval of its
stockholders, the Company has entered into indemnity agreements with each of its
directors and certain of its officers.  These agreements may require the
Company, among other things, to indemnify such officers and directors against
certain liabilities that may arise by reason of their status or service as
directors or officers, to advance expenses to them as they are incurred,
provided that they undertake to repay the amount advanced if it is ultimately
determined by a court that they are not entitled 


                                     II-1
<PAGE>


to indemnification, and to obtain directors' and officers' liability 
insurance if available on reasonable terms.

     In addition, Article Eight of the Registrant's Certificate of
Incorporation, as amended, provides that a director of the Registrant shall not
be personally liable to the Registrant or its stockholders for monetary damages
for breach of his or her fiduciary duty as a director, except for liability
(i) for any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the General Corporation Law of the State of Delaware, or (iv) for any
transaction from which the director derives an improper personal benefit.

     Reference is made to Section 145 of the General Corporation Law of the
State of Delaware which provides for indemnification of directors and officers
in certain circumstances.

     The Company has an insurance policy which entitles the Company to be
reimbursed for certain indemnity payments it is required or permitted to make to
its directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
     Not Applicable.

ITEM 8.  EXHIBITS.

     4.1    Zebra Technologies Corporation Profit Sharing and Savings Plan,
            Amended and Restated effective January 1, 1989.

     4.2    Amendment No. 1 to the Amended and Restated Zebra Technologies
            Corporation Profit Sharing and Savings Plan.

     4.3    Amendment No. 2 to the Amended and Restated Zebra Technologies
            Corporation Profit Sharing and Savings Plan.

     4.4    Amendment No. 3 to the Amended and Restated Zebra Technologies
            Corporation Profit Sharing and Savings Plan.

     4.5    Amendment No. 4 to the Amended and Restated Zebra Technologies
            Corporation Profit Sharing and Savings Plan.

     4.6    Amendment No. 5 to the Amended and Restated Zebra Technologies
            Corporation Profit Sharing and Savings Plan.

     4.7    Amendment No. 6 to the Amended and Restated Zebra Technologies
            Corporation Profit Sharing and Savings Plan.

     4.8    Amendment No. 7 to the Amended and Restated Zebra Technologies
            Corporation Profit Sharing and Savings Plan.

     4.9    Amendment No. 8 to the Amended and Restated Zebra Technologies
            Corporation Profit Sharing and Savings Plan.


                                      II-2
<PAGE>


     4.10   Amendment No. 9 to the Amended and Restated Zebra Technologies
            Corporation Profit Sharing and Savings Plan.

     4.11   Certificate of Incorporation of the Company, as amended, filed as
            an Exhibit to the Company's Registration Statement on Form S-3,
            File No. 333-33315, and incorporated herein by reference.

     4.12   Bylaws of the Company, filed as an Exhibit to the Company's
            Registration Statement on Form S-1, File No. 33-41576, and
            incorporated herein by reference.

     4.13   Amendment to Bylaws of the Registrant, filed as an Exhibit to the
            Company's 1992 Annual Report on Form 10-K, and incorporated herein
            by reference.

     4.14   Specimen stock certificate representing Class A Common Stock, filed
            as an Exhibit to the Company's Registration Statement on Form S-1,
            File No. 33-41576, and incorporated herein by reference.

     15     Letter re unaudited interim financial information.

     23.1   Consent of KPMG Peat Marwick LLP with respect to the Company's
            consolidated financial statements.

     23.2   Consent of KPMG Peat Marwick LLP with respect to the Plan's
            financial statements.

     24     Power of Attorney (included on the signature page of this
            Registration Statement).


                                      II-3
<PAGE>


ITEM 9.  UNDERTAKINGS.

     1.   The Company hereby undertakes:

          (a)  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 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.  Notwithstanding the foregoing,
          any increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the "Calculation of Registration Fee" table in the effective
          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)(i) and (a)(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 with or furnished to the
     Commission by the Company pursuant to Section 13 or Section 15(d) of the
     Exchange Act that are incorporated by reference in the Registration
     Statement.

          (b)  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.

          (c)  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.

     2.   The Company hereby undertakes that, for the purpose of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act or the
Plan's annual report pursuant to 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 therein, and the
offering of such securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.

     3.   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company and affiliated companies pursuant to the provisions
described in Item 6 above, or otherwise, the Company has been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is therefore unenforceable.  In the
event that a claim for indemnification against such 


                                      II-4
<PAGE>


liabilities (other than the payment by the Company of expenses incurred or 
paid by a director, officer or controlling person of the Company 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 Company 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 of 1933 and will be 
governed by the final adjudication of such issue.








                                      II-5
<PAGE>


                                     SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, the Company
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 Vernon Hills, State of Illinois, on this 21st day of
July, 1998.

                              ZEBRA TECHNOLOGIES CORPORATION

                              By:  /s/  EDWARD L. KAPLAN
                                   --------------------------------------
                                   Edward L. Kaplan
                                   CHIEF EXECUTIVE OFFICE AND CHAIRMAN

                                 POWER OF ATTORNEY
     Each person whose signature appears below hereby constitutes and appoints
Edward L. Kaplan, Charles R. Whitchurch, Matthew S. Brown and Marguerite M.
Elias, and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution, to sign on his behalf, individually and in each
capacity stated below, all amendments and post-effective amendments to this
Registration Statement on Form S-8 and to file the same, with all exhibits
thereto and any other documents in connection therewith, with the Securities and
Exchange Commission under the Securities Act of 1933, granting unto said
attorneys-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 and to all intents and purposes as each might or could do in
person, hereby ratifying and confirming each act that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 21, 1998.

<TABLE>
<CAPTION>
          SIGNATURE                              TITLE                                   DATE
<S>                                <C>                                             <C>
                                   Chief Executive Officer (Principal
     /s/ EDWARD L. KAPLAN          Executive Officer) and Chairman                 July 21, 1998
-------------------------------
       Edward L. Kaplan

       /s/ GERHARD CLESS           Executive Vice President, Secretary and         July 21, 1998
-------------------------------    Director
        Gerhard Cless

                                   Chief Financial Officer and Treasurer
   /s/ CHARLES R. WHITCHURCH       (Principal Financial and Accounting Officer)   July 21, 1998
-------------------------------
    Charles R. Whitchurch

  /s/ CHRISTOPHER G. KNOWLES       Director                                        July 21, 1998
-------------------------------
    Christopher G. Knowles

      /s/ DAVID P. RILEY           Director                                        July 21, 1998
-------------------------------
        David P. Riley

     /s/ MICHAEL A. SMITH          Director                                        July 21, 1998
-------------------------------
       Michael A. Smith
</TABLE>

                                      II-6
<PAGE>


     Pursuant to the requirements of the Securities Act of 1933, the trustees of
the Profit Sharing and Savings Plan have duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Vernon Hills, State of Illinois, on July 21, 1998.

                       ZEBRA TECHNOLOGIES CORPORATION
                         PROFIT SHARING AND SAVINGS PLAN


                       By:  /s/  EDWARD L. KAPLAN
                            -------------------------------------------
                            Edward L. Kaplan,
                             as trustee of the Profit Sharing and Savings Plan










                                      II-7
<PAGE>

                                 INDEX TO EXHIBITS

                                                                      SEQUENTIAL
EXHIBITS                          DESCRIPTION                          PAGE NO.
--------------------------------------------------------------------------------
  4.1       Zebra Technologies Corporation Profit Sharing and Savings
            Plan, Amended and Restated effective January 1, 1989.

  4.2       Amendment No. 1 to the Amended and Restated Zebra
            Technologies Corporation Profit Sharing and Savings Plan.

  4.3       Amendment No. 2 to the Amended and Restated Zebra
            Technologies Corporation Profit Sharing and Savings Plan.

  4.4       Amendment No. 3 to the Amended and Restated Zebra
            Technologies Corporation Profit Sharing and Savings Plan.

  4.5       Amendment No. 4 to the Amended and Restated Zebra
            Technologies Corporation Profit Sharing and Savings Plan.

  4.6       Amendment No. 5 to the Amended and Restated Zebra
            Technologies Corporation Profit Sharing and Savings Plan.

  4.7       Amendment No. 6 to the Amended and Restated Zebra
            Technologies Corporation Profit Sharing and Savings Plan.

  4.8       Amendment No. 7 to the Amended and Restated Zebra
            Technologies Corporation Profit Sharing and Savings Plan.

  4.9       Amendment No. 8 to the Amended and Restated Zebra
            Technologies Corporation Profit Sharing and Savings Plan.

 4.10       Amendment No. 9 to the Amended and Restated Zebra
            Technologies Corporation Profit Sharing and Savings Plan.

 4.11       Certificate of Incorporation of the Company, as amended,
            filed as an Exhibit to the Company's Registration Statement 
            on Form S-3, File No. 333-33315, and incorporated herein 
            by reference.

 4.12       Bylaws of the Company, filed as an Exhibit to the Company's 
            Registration Statement on Form S-1, File No. 33-41576, and 
            incorporated herein by reference.

 4.13       Amendment to Bylaws of the Registrant, filed as an Exhibit
            to the Company's 1992 Annual Report on Form 10-K and 
            incorporated herein by reference.

 4.14       Specimen stock certificate representing Class A Common 
            Stock, filed as an Exhibit to the Company's Registration 
            Statement on Form S-1, File No. 33-41576, and incorporated 
            herein by reference.

15          Letter re unaudited interim financial information.

23.1        Consent of KPMG Peat Marwick LLP with respect to the 
            Company's consolidated financial statements.

23.2        Consent of KPMG Peat Marwick LLP with respect to the 
            Plan's financial statements.

24          Power of Attorney (included on the signature page of this 
            Registration Statement).
