
<PAGE>

  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 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 1997 STOCK OPTION 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:

                          MARGUERITE M. ELIAS, ESQ.
                            KATTEN MUCHIN & ZAVIS
                     525 WEST MONROE STREET, SUITE 1600
                       CHICAGO, ILLINOIS  60661-3693

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


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
                                                                              PROPOSED MAXIMUM    PROPOSED MAXIMUM     AMOUNT OF
                                                                               OFFERING PRICE    AGGREGATE OFFERING   REGISTRATION
     TITLE OF SECURITIES TO BE REGISTERED         AMOUNT TO BE REGISTERED       PER SHARE(3)          PRICE(3)            FEE(3)
<S>                                               <C>                         <C>                <C>                  <C>
     Class A Common Stock,                        2,000,000 shares (1),(2)         $30.0625         $60,125,000        $17,736.88
     $0.01 par value  . . . . . . . . . . . . 
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------

</TABLE>


(1)    This registration statement also covers an indeterminate number of shares
       of Class A Common Stock which may be issued under the anti-dilution and
       other adjustment provisions of the Zebra Technologies Corporation 1997
       Stock Option Plan pursuant to Rule 416(a) of the Securities Act of 1993
       (the "Securities Act").
(2)    In addition, pursuant to Rule 416(c) under the Securities Act, this
       registration statement covers an indeterminate amount of plan interests
       to be offered or sold pursuant to the Zebra Technologies Corporation 1997
       Stock Option Plan.
(3)    Based upon the high and low sales prices of Zebra Technologies
       Corporation Class A Common Stock as reported on the Nasdaq National
       Market on September 3, 1998; these amounts are used solely for the
       purpose of calculating the registration fee pursuant to Rule 457(h) under
       the Securities Act.

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

<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 1997 Stock Option 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 STATEMEN

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 Company's Quarterly Report on Form 10-Q for the quarter ended
              July 4, 1998; and

       4.     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.

       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 Company's Certificate of Incorporation, as amended,
provides that the Company 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 to indemnification, and to
obtain directors' and officers' liability insurance if available on reasonable
terms.




                                        II-2

<PAGE>

       In addition, Article Eight of the Company's Certificate of Incorporation,
as amended, provides that a director of the Company shall not be personally
liable to the Company 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 Company 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.

       Pursuant to an Agreement and Plan of Merger, by and among the Company,
Spruce Acquisition Corp. and Eltron International, Inc. ("Eltron") dated as of
July 9, 1998, the Company will become obligated under Eltron's current
provisions regarding indemnification of officers and directors contained in its
charter and bylaws (and in those of its subsidiaries) and any director, officer
or employee indemnification agreement with it or any of its subsidiaries.  In
addition, for five years after the consummation of the merger, the Company will
maintain in effect the current Eltron policies of directors' and officers'
liability insurance with respect to claims arising from facts or events that
occur on or before the effective date of the merger.  The Company is not,
however, required to expend more than 200% of the current Eltron annual premium
for such insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

       Not Applicable

ITEM 8.  EXHIBITS.

       4.1    Zebra Technologies Corporation 1997 Stock Option Plan, effective
              February 11, 1997, filed as an Exhibit to the Company's Annual
              Report on Form 10-K for the fiscal year ended December 31, 1997
              and incorporated herein by reference.

       4.2    1st Amendment to the Zebra Technologies Corporation 1997 Stock
              Option Plan 

       4.3    Second Amendment to the Zebra Technologies Corporation 1997 Stock
              Option Plan

       4.4    Form of Stock Option Agreement

       4.5    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

       4.6    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

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


                                           II-3

<PAGE>

       4.8    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

       5      Opinion of Katten Muchin & Zavis as to the legality of the shares
              of Class A Common Stock being offered under the Zebra Technologies
              Corporation 1997 Stock Option Plan

       15     Letter regarding unaudited interim financial information, filed as
              an Exhibit to the Company's Quarterly Report on Form 10-Q for the
              quarter ended July 4, 1998 and incorporated herein by reference.

       23.1   Consent of KPMG Peat Marwick LLP with respect to the Company's
              consolidated financial statements, filed as an Exhibit to the
              Company's Annual Report on Form 10-K for the fiscal year ended
              December 31, 1997 and incorporated herein by reference.

       24     Power of Attorney (included on the signature page of this
              registration statement)


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;

                     (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
       registration statement is on Form S-3, Form S-8 or Form F-3, and 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, each such post-effective amendment shall be deemed to
       be a new registration statement relating to the 



                                    II-4

<PAGE>

       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, 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 may be permitted to directors, officers and controlling persons
of the Company and affiliated companies pursuant to the foregoing provisions 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
and is therefore unenforceable.  In the event that a claim for indemnification
against such 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 and will be governed by the final
adjudication of such issue.


                                        SIGNATURES

       Pursuant to the requirements of the Securities Act, 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 4th day of September, 1998.

                                          ZEBRA TECHNOLOGIES CORPORATION

                                          By:    /s/  EDWARD L. KAPLAN 
                                                 -------------------------
                                                 Edward L. Kaplan,
                                                 Chairman of the Board and 
                                                 Chief Executive Officer


                                       II-5

<PAGE>

                                 POWER OF ATTORNEY

       Each person whose signature appears below hereby constitutes and appoints
Edward L. Kaplan, Charles R. Whitchurch 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 Commission under the
Securities Act, 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, this registration
statement has been signed by the following persons in the capacities indicated
on SEPTEMBER 4, 1998.

<TABLE>
<CAPTION>

SIGNATURE                                                 TITLE                                            DATE
<S>                                    <C>                                                             <C>
   /s/ EDWARD L. KAPLAN                                                                                SEPTEMBER 4, 1998
  -------------------------            Chairman of the Board and Chief Executive Officer (Principal
                                       Executive Officer)
     Edward L. Kaplan


     /s/ GERHARD CLESS                                                                                 SEPTEMBER 4, 1998
  ---------------------------          Executive Vice President, Secretary and Director
       Gerhard Cless

 /s/ CHARLES R. WHITCHURCH                                                                             SEPTEMBER 4, 1998
 ----------------------------          Chief Financial Officer and Treasurer (Principal Financial
   Charles R. Whitchurch               and Accounting Officer)
  

 /s/ CHRISTOPHER G. KNOWLES                                                                            SEPTEMBER 4, 1998
 -----------------------------         Director
  Christopher G. Knowles


     /s/ DAVID P. RILEY                                                                                SEPTEMBER 4, 1998
 -----------------------------         Director
      David P. Riley

    /s/ MICHAEL A. SMITH                                                                               SEPTEMBER 4, 1998
 -----------------------------         Director
     Michael A. Smith

</TABLE>


                                     II-6


<PAGE>

                                         

       Pursuant to the requirements of the Securities Act, Edward L. Kaplan and
Gerhard Cless, being all of the members of the committee of the Company's Board
of Directors charged with administering the Company's 1997 Stock Option 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 SEPTEMBER 4, 1998.

                                          ZEBRA TECHNOLOGIES CORPORATION
                                                 1997 STOCK OPTION PLAN


                                   By:    /s/  EDWARD L. KAPLAN
                                         -------------------------------------
                                            Edward L. Kaplan,
                                            as a member of the committee of the
                                            Company's Board of Directors
                                            charged with administering the
                                            Company's 1997 Stock Option Plan


                                   By:    /s/  GERHARD CLESS
                                         --------------------------------------
                                          Gerhard Cless,
                                            as a member of the committee of the
                                            Company's Board of Directors
                                            charged with administering the
                                            Company's 1997 Stock Option Plan



                                        II-7

<PAGE>

                                  INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                                    SEQUENTIAL
EXHIBITS                        DESCRIPTION                          PAGE NO.
<S>      <C>                                                       <C>

  4.1       Zebra  Technologies  Corporation 1997 Stock Option 
            Plan, effective February 11, 1997, filed as an 
            Exhibit  to  the  Company's  Annual  Report  on 
            Form 10-K for the fiscal year ended December 31, 1997
            and incorporated herein by reference

  4.2       1st Amendment to the Zebra Technologies Corporation 
            1997 Stock Option Plan

  4.3       Second Amendment to the Zebra Technologies Corporation 
            1997 Stock Option Plan

  4.4       Form of Stock Option Agreement

  4.5       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

  4.6       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

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

  4.8       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

  5         Opinion of Katten Muchin & Zavis as to the legality of the
            shares of Class A Common Stock being offered under the Zebra
            Technologies Corporation 1997 Stock Option Plan

  15        Letter regarding unaudited interim financial information,
            filed as an Exhibit to the Company's Quarterly Report on 
            Form  10-Q  for  the Quarter  ended  July  4,  1998  and
            incorporated herein by reference

  23.1      Consent of KPMG Peat Marwick LLP with respect to the 
            Company's consolidated financial statements, filed as an 
            Exhibit to the Company's Annual Report on Form 10-K for the fiscal
            year ended December 31, 1997 and incorporated herein by reference

  24        Power of Attorney (included on the signature page of this
            registration statement).

</TABLE>

