content: <PAGE>   1
        As filed with the Securities and Exchange Commission on June 14, 1996
  
                                                             REGISTRATION NO. 333-
  ================================================================================
  - --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C. 20549
  
                             ---------------------------
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                             ---------------------------
  
                                    PROCEPT, INC.
               (Exact Name of Registrant as Specified in its Charter)
  
  <TABLE>
  <S>                                                                          <C>
               DELAWARE                                                                      04-2893483
  (State or Other Jurisdiction of Incorporation)                               (I.R.S. Employer Identification No.)
  </TABLE>
  
                 840 MEMORIAL DRIVE, CAMBRIDGE, MASSACHUSETTS 02139
                      (Address of Principal Executive Offices)
  
                             ---------------------------
  
                                   1989 STOCK PLAN
                              (Full Title of the Plan)
  
                                   STANLEY C. ERCK
                        President and Chief Executive Officer
                                    Procept, Inc.
                                 840 Memorial Drive
                           Cambridge, Massachusetts 02139
                                   (617) 491-1100
              (Name, Address and Telephone Number of Agent for Service)
  
                                   with copies to:
  
                              LYNNETTE C. FALLON, ESQ.
                                 Palmer & Dodge LLP
                                  One Beacon Street
                             Boston, Massachusetts 02108
                                   (617) 573-0100
  
                             ---------------------------
  
  
  <TABLE>
                                                     CALCULATION OF REGISTRATION FEE
  
  <CAPTION>
  - ------------------------------------------------------------------------------------------------------------------------------------
                                                                      Proposed            Proposed maximum
  Title of each class of securities to      Amount to be          maximum offering       aggregate offering          Amount of
            be registered                    registered          price per share(1)           price(1)            registration fee
  - ------------------------------------------------------------------------------------------------------------------------------------
  <S>                                     <C>                          <C>                    <C>                     <C>
  Common Stock, $0.01 par value           250,000 shares               $2.58                  $645,000                $222.41
  - ------------------------------------------------------------------------------------------------------------------------------------
  <FN>
  
  (1)      Estimated solely for the purpose of determining the registration fee
           and computed pursuant to Rule 457(h) and based upon the average of the
           high and low sale prices on June 13, 1996 as reported by the Nasdaq
           National Market System.
  </TABLE>
  
  
  <PAGE>   2
  
     STATEMENT REGARDING INCORPORATION BY REFERENCE FROM EFFECTIVE REGISTRATION
                                     STATEMENT.
  
       Pursuant to Instruction E to Form S-8, the contents of the Registrant's
  Registration Statement on Form S-8 filed with the Securities and Exchange
  Commission (the "Commission") on March 14, 1994 (File No. 33-76252) relating to
  the registration of 1,083,940 shares of the Registrant's Common Stock, $0.01 par
  value per share (the "Common Stock"), authorized for issuance under the
  Registrant's 1989 Stock Plan (the "Plan"), are incorporated by reference in
  their entirety in this Registration Statement, except as to the items set forth
  below. This Registration Statement provides for the registration of an
  additional 250,000 shares of the Registrant's Common Stock to be issued under
  the Plan.
  
  
  <PAGE>   3
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The following documents filed with the Commission (File No. 0-21134) are
  incorporated herein by reference:
  
            (a) The Registrant's Annual Report on Form 10-K for the year ended
  December 31, 1995.
  
            (b) All other reports of the Registrant filed pursuant to Section
  13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
  Act"), since the end of the fiscal year covered by the annual report referred to
  in (a) above.
  
            (c) The description of the Registrant's Common Stock contained in
  Amendment No. 2 to its Registration Statement on Form 8-A/A (File No. 0-21134)
  filed on February 7, 1994, including any amendment or report filed for the
  purpose of updating such description.
  
       All documents filed after the date of this Registration Statement by the
  Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
  and prior to the filing of a post-effective amendment which indicates that all
  shares of Common Stock offered hereunder have been sold or which deregisters all
  shares of Common Stock remaining unsold shall be deemed to be incorporated by
  reference herein and to be a part hereof from the date of the filing of such
  reports and documents.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       The validity of the Common Stock offered hereby will be passed upon for the
  Company by Palmer & Dodge LLP, Boston, Massachusetts. Peter Wirth and Lynnette
  C. Fallon, the Clerk and Assistant Clerk, respectively, of the Company, are
  partners of Palmer & Dodge LLP.
  
  ITEM 8.  EXHIBITS.
  
       See Exhibit Index on page 5.
  
  
  <PAGE>   4
  
                                     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 Cambridge, Commonwealth of Massachusetts, on this
  14th day of June, 1996.
  
                                                 PROCEPT, INC.
                                                 (Registrant)
  
                                                 By:/s/ Stanley C. Erck
                                                    ------------------------------
                                                    Stanley C. Erck, President and
                                                    Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
       We, the undersigned officers and directors of Procept, Inc., hereby
  severally constitute and appoint Stanley C. Erck, Michael J. Higgins, Peter
  Wirth and Lynnette C. Fallon, and each of them singly, our true and lawful
  attorneys-in-fact, with full power to them in any and all capacities, to sign
  any amendments to this Registration Statement on Form S-8 (including any
  post-effective amendments thereto), and to file the same, with exhibits thereto
  and other documents in connection therewith, with the Securities and Exchange
  Commission, hereby ratifying and confirming all that each of said
  attorneys-in-fact may 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 below by the following persons in the
  capacities indicated on this 14th day of June, 1996:
  
  Signature                     Capacity
  - ---------                     --------
  
  /s/ Stanley C. Erck           President, Chief Executive Officer
  - -------------------------     (Principal Executive Officer) and Director
  Stanley C. Erck                          
  
  /s/ Michael J. Higgins        Vice President, Finance and Chief Financial
  - -------------------------     Officer (Principal Financial Officer and Principal
  Michael J. Higgins            Accounting Officer)                               
                                
  
  /s/ Nancy S. Amer             Director
  - -------------------------
  Nancy S. Amer
  
                                Director
  - -------------------------
  James H. Cavanaugh, Ph.D.
  
  /s/ Zola P. Horovitz          Director
  - -------------------------
  Zola P. Horovitz, Ph.D.
  
  /s/ Max Link                  Director
  - -------------------------
  Max Link, Ph.D.
  
  /s/ Ellis L. Reinherz         Director
  - -------------------------
  Ellis L. Reinherz, M.D.
  
  
  <PAGE>   5
  
  <TABLE>
                                              EXHIBIT INDEX
    
  <CAPTION>
  EXHIBIT                                                                                         PAGE
  NUMBER                            DESCRIPTION                                                  NUMBER
  - -------                           -----------                                                  ------
  
  <C>          <S>                                                                                 <C>
  4.1          Restated Certificate of Incorporation of Procept, Inc., as amended.
               Filed herewith.                                                                      6
  
  4.2          Restated By-Laws of Procept, Inc. Filed as Exhibit 3.3 to Registration
               Statement on Form S-1 (File No. 33-57188) and incorporated
               herein by reference.
  
  5            Opinion of Palmer & Dodge LLP as to the legality of the securities
               registered hereunder.  Filed herewith.                                              12
  
  23.1         Consent of Coopers & Lybrand L.L.P., independent accountants. 
               Filed herewith.                                                                     14
  
  23.2         Consent of Palmer & Dodge LLP (contained in Exhibit 5).
  
  24           Power of Attorney (included in the signature page hereto).
  
  99           Procept, Inc. 1989 Stock Plan, as amended.  Filed herewith.                         16
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "PROCEPT, INC.", "secsgml_size_bytes": 10458}]
metadata_filer: {"company-data": {"conformed-name": "PROCEPT INC", "cik": "0000885475", "assigned-sic": "2834", "irs-number": "042893483", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06035", "film-number": "96581340"}, "business-address": {"street1": "840 MEMORIAL DR", "city": "CAMBRIDGE", "state": "MA", "zip": "02139", "phone": "6174911100"}}
text: 1
        As filed with the Securities and Exchange Commission on June 14, 1996
  
                                                             REGISTRATION NO. 333-
  ================================================================================
  - --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C. 20549
  
                             ---------------------------
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                             ---------------------------
  
                                    PROCEPT, INC.
               (Exact Name of Registrant as Specified in its Charter)
  DELAWARE                                                                      04-2893483
  (State or Other Jurisdiction of Incorporation)                               (I.R.S. Employer Identification No.)
  840 MEMORIAL DRIVE, CAMBRIDGE, MASSACHUSETTS 02139
                      (Address of Principal Executive Offices)
  
                             ---------------------------
  
                                   1989 STOCK PLAN
                              (Full Title of the Plan)
  
                                   STANLEY C. ERCK
                        President and Chief Executive Officer
                                    Procept, Inc.
                                 840 Memorial Drive
                           Cambridge, Massachusetts 02139
                                   (617) 491-1100
              (Name, Address and Telephone Number of Agent for Service)
  
                                   with copies to:
  
                              LYNNETTE C. FALLON, ESQ.
                                 Palmer & Dodge LLP
                                  One Beacon Street
                             Boston, Massachusetts 02108
                                   (617) 573-0100
  
                             ---------------------------
  
                                                     CALCULATION OF REGISTRATION FEE
  - ------------------------------------------------------------------------------------------------------------------------------------
                                                                      Proposed            Proposed maximum
  Title of each class of securities to      Amount to be          maximum offering       aggregate offering          Amount of
            be registered                    registered          price per share(1)           price(1)            registration fee
  - ------------------------------------------------------------------------------------------------------------------------------------
  Common Stock, $0.01 par value           250,000 shares               $2.58                  $645,000                $222.41
  - ------------------------------------------------------------------------------------------------------------------------------------
  (1)      Estimated solely for the purpose of determining the registration fee
           and computed pursuant to Rule 457(h) and based upon the average of the
           high and low sale prices on June 13, 1996 as reported by the Nasdaq
           National Market System.
  2
  
     STATEMENT REGARDING INCORPORATION BY REFERENCE FROM EFFECTIVE REGISTRATION
                                     STATEMENT.
  
       Pursuant to Instruction E to Form S-8, the contents of the Registrant's
  Registration Statement on Form S-8 filed with the Securities and Exchange
  Commission (the "Commission") on March 14, 1994 (File No. 33-76252) relating to
  the registration of 1,083,940 shares of the Registrant's Common Stock, $0.01 par
  value per share (the "Common Stock"), authorized for issuance under the
  Registrant's 1989 Stock Plan (the "Plan"), are incorporated by reference in
  their entirety in this Registration Statement, except as to the items set forth
  below. This Registration Statement provides for the registration of an
  additional 250,000 shares of the Registrant's Common Stock to be issued under
  the Plan.
  3
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The following documents filed with the Commission (File No. 0-21134) are
  incorporated herein by reference:
  
            (a) The Registrant's Annual Report on Form 10-K for the year ended
  December 31, 1995.
  
            (b) All other reports of the Registrant filed pursuant to Section
  13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
  Act"), since the end of the fiscal year covered by the annual report referred to
  in (a) above.
  
            (c) The description of the Registrant's Common Stock contained in
  Amendment No. 2 to its Registration Statement on Form 8-A/A (File No. 0-21134)
  filed on February 7, 1994, including any amendment or report filed for the
  purpose of updating such description.
  
       All documents filed after the date of this Registration Statement by the
  Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
  and prior to the filing of a post-effective amendment which indicates that all
  shares of Common Stock offered hereunder have been sold or which deregisters all
  shares of Common Stock remaining unsold shall be deemed to be incorporated by
  reference herein and to be a part hereof from the date of the filing of such
  reports and documents.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       The validity of the Common Stock offered hereby will be passed upon for the
  Company by Palmer & Dodge LLP, Boston, Massachusetts. Peter Wirth and Lynnette
  C. Fallon, the Clerk and Assistant Clerk, respectively, of the Company, are
  partners of Palmer & Dodge LLP.
  
  ITEM 8.  EXHIBITS.
  
       See Exhibit Index on page 5.
  4
  
                                     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 Cambridge, Commonwealth of Massachusetts, on this
  14th day of June, 1996.
  
                                                 PROCEPT, INC.
                                                 (Registrant)
  
                                                 By:/s/ Stanley C. Erck
                                                    ------------------------------
                                                    Stanley C. Erck, President and
                                                    Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
       We, the undersigned officers and directors of Procept, Inc., hereby
  severally constitute and appoint Stanley C. Erck, Michael J. Higgins, Peter
  Wirth and Lynnette C. Fallon, and each of them singly, our true and lawful
  attorneys-in-fact, with full power to them in any and all capacities, to sign
  any amendments to this Registration Statement on Form S-8 (including any
  post-effective amendments thereto), and to file the same, with exhibits thereto
  and other documents in connection therewith, with the Securities and Exchange
  Commission, hereby ratifying and confirming all that each of said
  attorneys-in-fact may 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 below by the following persons in the
  capacities indicated on this 14th day of June, 1996:
  
  Signature                     Capacity
  - ---------                     --------
  
  /s/ Stanley C. Erck           President, Chief Executive Officer
  - -------------------------     (Principal Executive Officer) and Director
  Stanley C. Erck                          
  
  /s/ Michael J. Higgins        Vice President, Finance and Chief Financial
  - -------------------------     Officer (Principal Financial Officer and Principal
  Michael J. Higgins            Accounting Officer)                               
                                
  
  /s/ Nancy S. Amer             Director
  - -------------------------
  Nancy S. Amer
  
                                Director
  - -------------------------
  James H. Cavanaugh, Ph.D.
  
  /s/ Zola P. Horovitz          Director
  - -------------------------
  Zola P. Horovitz, Ph.D.
  
  /s/ Max Link                  Director
  - -------------------------
  Max Link, Ph.D.
  
  /s/ Ellis L. Reinherz         Director
  - -------------------------
  Ellis L. Reinherz, M.D.
  5
  
                                              EXHIBIT INDEX
  EXHIBIT                                                                                         PAGE
  NUMBER                            DESCRIPTION                                                  NUMBER
  - -------                           -----------                                                  ------
  4.1          Restated Certificate of Incorporation of Procept, Inc., as amended.
               Filed herewith.                                                                      6
  
  4.2          Restated By-Laws of Procept, Inc. Filed as Exhibit 3.3 to Registration
               Statement on Form S-1 (File No. 33-57188) and incorporated
               herein by reference.
  
  5            Opinion of Palmer & Dodge LLP as to the legality of the securities
               registered hereunder.  Filed herewith.                                              12
  
  23.1         Consent of Coopers & Lybrand L.L.P., independent accountants. 
               Filed herewith.                                                                     14
  
  23.2         Consent of Palmer & Dodge LLP (contained in Exhibit 5).
  
  24           Power of Attorney (included in the signature page hereto).
  
  99           Procept, Inc. 1989 Stock Plan, as amended.  Filed herewith.                         16