content: <PAGE>
  
      As filed with the Securities and Exchange Commission on November 27, 2001
                                              Registration Statement No. 333-_____
  ================================================================================
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                ---------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                ---------------------
  
                         INVERNESS MEDICAL INNOVATIONS, INC.
               (Exact name of registrant as specified in its charter)
  
            DELAWARE                                      04-3565120
            --------                                      ----------
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
  incorporation or organization)
  
                              51 SAWYER ROAD, SUITE 200
                            WALTHAM, MASSACHUSETTS 02453
                                   (781) 647-3900
                      (Address of Principal Executive Offices)
  
      INVERNESS MEDICAL INNOVATIONS, INC. 2001 STOCK OPTION AND INCENTIVE PLAN
        INVERNESS MEDICAL INNOVATIONS, INC. 2001 EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plans)
  
                              RON ZWANZIGER, PRESIDENT
                         INVERNESS MEDICAL INNOVATIONS, INC.
                              51 SAWYER ROAD, SUITE 200
                            WALTHAM, MASSACHUSETTS 02453
                       (Name and address of agent for service)
  
                                   (781) 647-3900
            (Telephone number, including area code, of agent for service)
  
                                   With a copy to:
                                STEPHEN W. CARR, P.C.
                                 GOODWIN PROCTER LLP
                                   53 STATE STREET
                             BOSTON, MASSACHUSETTS 02109
                                   (617) 570-1000
  
                                   --------------
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  
  ==================================================================================================
                                             PROPOSED MAXIMUM    PROPOSED MAXIMUM
  TITLE OF SECURITIES        AMOUNT TO      OFFERING PRICE PER  AGGREGATE OFFERING     AMOUNT OF
   TO BE REGISTERED      BE REGISTERED(1)        SHARE               PRICE         REGISTRATION FEE
  --------------------------------------------------------------------------------------------------
  <S>                     <C>                 <C>               <C>                 <C>
  Common Stock, $.001       778,794            $ 6.20(2)          $ 4,828,522.80      $ 1,207.13
  par value per share
  --------------------------------------------------------------------------------------------------
                            389,397            $15.00(2)          $ 5,840,995.00      $ 1,460.24
  --------------------------------------------------------------------------------------------------
                            560,000            $18.73(2)          $10,488,800.00      $ 2,622.20
  --------------------------------------------------------------------------------------------------
                          1,427,699            $18.34(3)          $26,183,999.66      $ 6,546.00
                          ---------
  --------------------------------------------------------------------------------------------------
                          3,155,890                               $47,342,317.46      $11,835.57
  ==================================================================================================
  </TABLE>
  
  (1)  This registration statement also relates to such indeterminate number of
       additional shares of the registrant's Common Stock as may be required
       pursuant to the Inverness Medical Innovations, Inc. 2001 Stock Option and
       Incentive Plan and the Inverness Medical Innovations, Inc. 2001 Employee
       Stock Purchase Plan in the event of a stock dividend, stock split,
       split-up, recapitalization, forfeiture of stock under the plan or other
       similar event. In addition, pursuant to Rule 416(c) under the Securities
       Act of 1933, as amended (the "Securities Act"), this registration statement
       also covers an indeterminate amount of interests to be offered or sold
       pursuant to the employee stock purchase plan described herein. In
       accordance with Rule 457(h)(2) under the Securities Act, no separate fee
       calculation is required with respect to the plan interests.
  
  (2)  Determined pursuant to Rule 457(h) under the Securities Act.
  
  (3)  This estimate is made pursuant to Rule 457(c) and (h) of the Securities Act
       solely for the purposes of determining the amount of the registration fee.
       The registration fee is based on the average of the high and low prices for
       the registrant's Common Stock as reported on The American Stock Exchange on
       November 23, 2001.
  
  ================================================================================
  
  <PAGE>
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1.   PLAN INFORMATION.*
  
  ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
  
            * Information required by Part 1 to be contained in the Section 10(a)
  prospectus is omitted from this registration statement in accordance with Rule
  428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
  Introductory Note to Part I of Form S-8.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
       Inverness Medical Innovations, Inc. (the "Company") hereby incorporates by
  reference the following documents which have previously been filed with the
  Securities and Exchange Commission (the "Commission"):
  
       (a)  The Company's prospectus filed with the Commission as part of the
            Company's Registration Statement on Form S-4, as amended (File No.
            333-67392); and
  
       (b)  The description of the Company's Common Stock contained in its
            Registration Statement on Form 8-A, filed with the Commission on
            November 21, 2001, as amended, under Section 12 of the Securities
            Exchange Act of 1934, as amended (the "Exchange Act"), and any
            amendments or reports filed for the purpose of updating such
            description.
  
       In addition, all documents subsequently filed with the Commission by the
  Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
  prior to the filing of a post-effective amendment hereto which indicates that
  all securities offered hereunder have been sold or which deregisters all
  securities then remaining unsold, shall be deemed to be incorporated by
  reference in this registration statement and to be a part hereof from the date
  of filing of such documents.
  
  ITEM 4.   DESCRIPTION OF SECURITIES.
  
            Not applicable.
  
  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       The validity of the shares of Common Stock registered by the Company hereby
  will be passed upon for the Company by Goodwin Procter LLP, Boston,
  Massachusetts. The owners and presidents of two professional corporations which
  are partners in the firm of Goodwin Procter LLP beneficially own an aggregate of
  approximately 10,028 shares of Common Stock and 799 shares of Common Stock,
  respectively.
  
  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Section 145 of the Delaware General Corporation Law provides that a
  corporation may indemnify any person who was or is a party or is threatened to
  be made a party to any threatened, pending or completed action, suit or
  proceeding, whether civil, criminal, administrative or investigative, other than
  an action by or in the right of the corporation, by reason of the fact that the
  person is or was a director, officer, employee or agent of the corporation or is
  or was serving at the corporation's request as a director, officer, employee or
  agent of another corporation, partnership, joint venture, trust or other
  enterprise, against expenses, including attorneys' fees, judgments, fines and
  amounts paid in settlement actually and reasonably incurred by the person in
  connection with the action, suit or
  
  
                                         2
  <PAGE>
  
  proceeding if the person acted in good faith and in a manner the person
  reasonably believed to be in or not opposed to the best interests of the
  corporation, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe the person's conduct was unlawful. The power to
  indemnify applies to actions brought by or in the right of the corporation as
  well, but only to the extent of expenses, including attorneys' fees but
  excluding judgments, fines and amounts paid in settlement, actually and
  reasonably incurred by the person in connection with the defense or settlement
  of the action or suit. And with the further limitation that in these actions, no
  indemnification shall be made in the event of any adjudication of negligence or
  misconduct in the performance of the person's duties to the corporation, unless
  a court believes that in light of all the circumstances indemnification should
  apply.
  
       Article V of the Company's by-laws provides that the Company shall, to the
  extent legally permitted, indemnify each person who was or is a party or is
  threatened to be made a party to any threatened, pending or completed action,
  suit or proceeding by reason of the fact that such person is or was, or has
  agreed to become, a director or officer of the Company, or is or was serving, or
  has agreed to serve, at the request of the Company, as a director, officer,
  trustee, partner, employee or agent of, or in a similar capacity with, another
  corporation, partnership, joint venture, trust, employee benefit plan or other
  enterprise. The indemnification provided for in Article V is expressly not
  exclusive of any other rights to which those seeking indemnification may be
  entitled under any law, agreement or vote of stockholders or disinterested
  directors or otherwise, and shall inure to the benefit of the heirs, executors
  and administrators of such persons.
  
       Section 145(g) of the Delaware General Corporation Law and Article V of the
  by-laws of the Company provide that the Company shall have the power to purchase
  and maintain insurance on behalf of its officers, directors, employees and
  agents, against any liability asserted against and incurred by such persons in
  any such capacity.
  
       The Company has obtained insurance covering its directors and officers
  against losses and insuring the Company against certain of its obligations to
  indemnify its directors and officers.
  
       Section 102(b)(7) of the General Corporation Law of the State of Delaware
  provides that a corporation may eliminate or limit the personal liability of a
  director to the corporation or its stockholders for monetary damages for breach
  of fiduciary duty as a director, provided that such provisions shall not
  eliminate or limit the liability of a director (i) for any breach of the
  director's duty of loyalty to the corporation 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 regarding the unlawful payment of dividends, or (iv)
  for any transaction from which the director derived an improper personal
  benefit. No such provision shall eliminate or limit the liability of a director
  for any act or omission occurring prior to the date when such provision becomes
  effective.
  
       Pursuant to the Delaware General Corporation Law, Article VII of the
  certificate of incorporation of the Company eliminates a director's personal
  liability for monetary damages to the Company and its stockholders for breach of
  fiduciary duty as a director, except in circumstances involving a breach of the
  director's duty of loyalty to the Company or its stockholders, acts or omissions
  not in good faith, intentional misconduct, knowing violations of the law,
  self-dealing or the unlawful payment of dividends or repurchase of stock.
  
  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
  
            Not applicable.
  
  
                                         3
  <PAGE>
  
  ITEM 8.   EXHIBITS.
  
              4.1     Form of Amended and Restated Certificate of Incorporation of
                      the Company (incorporated by reference to Exhibit 3.1 to the
                      Company's Registration Statement on Form S-4, as amended
                      (File No. 333-67392)).
  
              4.2     Form of Amended and Restated By-Laws of the Company
                      (incorporated by reference to Exhibit 3.2 to the Company's
                      Registration Statement on Form S-4, as amended (File No.
                      333-67392)).
  
              4.3     Inverness Medical Innovations, Inc. 2001 Stock Option Plan
                      (incorporated by reference to Exhibit 10.1 to the Company's
                      Registration Statement on Form S-4, as amended (File No.
                      333-67392)).
  
              4.4     Inverness Medical Innovations, Inc. 2001 Employee Stock
                      Purchase Plan (incorporated by reference to Exhibit 10.2 to
                      the Company's Registration Statement on Form S-4, as amended
                      (File No. 333-67392)).
  
              5.1     Opinion of Goodwin Procter LLP as to the legality of the
                      securities being registered.
  
             23.1     Consent of Goodwin Procter LLP (included in Exhibit 5.1).
  
             23.2     Consent of Arthur Andersen LLP, Independent Accountants.
  
             24.1     Powers of Attorney (included on the signature page hereto).
  
  
  ITEM 9.   UNDERTAKINGS.
  
       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 of 1933, as amended (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 a 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 (1)(i) and (1)(ii) do not apply if the
  information required to be included in a post-effective amendment by such
  paragraphs is contained in periodic reports filed with or furnished to the
  Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act
  that are incorporated by reference in the registration statement.
  
  
                                         4
  <PAGE>
  
       (2)  That, for the purposes 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.
  
       The undersigned 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 (and, where applicable, each filing of an employee benefit 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.
  
       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 Securities and Exchange 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.
  
  
                                         5
  <PAGE>
  
                                     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 Waltham, The Commonwealth of Massachusetts, on
  November 26, 2001.
  
                                       INVERNESS MEDICAL INNOVATIONS, INC.
  
                                       By: /s/ Ron Zwanziger
                                          ------------------------------------
                                          Ron Zwanziger
                                          President
  
                                  POWER OF ATTORNEY
  
       KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
  directors of Inverness Medical Innovations, Inc., hereby severally constitute
  Duane L. James and Ron Zwanziger, and each of them singly, our true and lawful
  attorneys with full power to them, and each of them singly, to sign for us and
  in our names in the capacities indicated below, the registration statement filed
  herewith and any and all amendments to said registration statement, and
  generally to do all things in our names and in our capacities as officers and
  directors to enable Inverness Medical Innovations, Inc. to comply with the
  provisions of the Securities Act of 1933, as amended, and all requirements of
  the Securities and Exchange Commission, hereby ratifying and confirming our
  signatures as they may be signed by our said attorneys, or any of them, to said
  registration statement and any and all amendments thereto.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed below by the following persons in the
  capacities and as of the dates indicated.
  
  <TABLE>
  <CAPTION>
  
         SIGNATURE                        TITLE                               DATE
  
  <S>                           <C>                                     <C>
  /s/ Ron Zwanziger             Chairman of the Board, President        November 26, 2001
  -------------------------     and Chief Executive Officer
  Ron Zwanziger                 (Principal Executive Officer)
  
  
  /s/ Duane L. James            Vice President of Finance and           November 26, 2001
  -------------------------     Treasurer
  Duane L. James                (Principal Financial Officer and
                                Principal Accounting Officer)
  
  
  /s/ David Scott               Director                                November 26, 2001
  -------------------------
  David Scott, Ph.D.
  
  
  /s/ Ernest A. Carabillo, Jr.  Director                                November 26, 2001
  -------------------------
  Ernest A. Carabillo, Jr.
  
  
  /s/ Carol R. Goldberg         Director                                November 26, 2001
  -------------------------
  Carol R. Goldberg
  
  
  /s/ Robert P. Khederian       Director                                November 26, 2001
  -------------------------
  Robert P. Khederian
  
  
                                Director
  -------------------------
  John F. Levy
  
  
  /s/ Peter Townsend            Director                                November 26, 2001
  -------------------------
  Peter Townsend
  
  
  /s/ Alfred M. Zeien           Director                                November 26, 2001
  -------------------------
  Alfred M. Zeien
  
  </TABLE>
  <PAGE>
       Pursuant to the requirements of the Securities Act of 1933, the Members of
  the Compensation Committee of Inverness Medical Innovations, Inc., as the
  Administrator of the Inverness Medical Innovations, Inc. 2001 Employee Stock
  Purchase Plan, have duly caused this registration statement to be signed on its
  behalf by the undersigned, thereunto duly authorized, in the City of Waltham,
  The Commonwealth of Massachusetts, on November 26, 2001.
  
                                        Inverness Medical Innovations, Inc.
                                        2001 Employee Stock Purchase Plan
  
  
                                        By: /s/ Carol R. Goldberg
                                           ---------------------------------
                                           Carol R. Goldberg
                                           Member of Compensation Committee
  
  
                                        By: /s/ Alfred M. Zeien
                                           ---------------------------------
                                           Alfred M. Zeien
                                           Member of Compensation Committee
  <PAGE>
                                    EXHIBIT INDEX
  
  Exhibit No.    Description
  -----------    -----------
  
     4.1         Form of Amended and Restated Certificate of Incorporation of the
                 Company (incorporated by reference to Exhibit 3.1 to the
                 Company's Registration Statement on Form S-4, as amended (File
                 No. 333-67392)).
  
     4.2         Form of Amended and Restated By-Laws of the Company (incorporated
                 by reference to Exhibit 3.2 to the Company's Registration
                 Statement on Form S-4, as amended (File No. 333-67392)).
  
     4.3         Inverness Medical Innovations, Inc. 2001 Stock Option Plan
                 (incorporated by reference to Exhibit 10.1 to the Company's
                 Registration Statement on Form S-4, as amended (File No.
                 333-67392)).
  
     4.4         Inverness Medical Innovations, Inc. 2001 Employee Stock Purchase
                 Plan (incorporated by reference to Exhibit 10.2 to the Company's
                 Registration Statement on Form S-4, as amended (File No.
                 333-67392)).
  
     5.1         Opinion of Goodwin Procter LLP as to the legality of the
                 securities being registered.
  
    23.1         Consent of Goodwin Procter LLP (included in Exhibit 5.1).
  
    23.2         Consent of Arthur Andersen LLP, Independent Accountants.
  
    24.1         Powers of Attorney (included on the signature page hereto).
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metadata_filer: {"company-data": {"conformed-name": "INVERNESS MEDICAL INNOVATIONS INC", "cik": "0001145460", "assigned-sic": "2835", "irs-number": "043565120", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74032", "film-number": "1800165"}, "business-address": {"street1": "51 SAWYER ROAD", "street2": "SUITE 200", "city": "WALTHAM", "state": "MA", "zip": "02453", "phone": "7816473900"}, "mail-address": {"street1": "51 SAWYER ROAD", "street2": "SUITE 200", "city": "WALTHAM", "state": "MA", "zip": "02453"}}
text: As filed with the Securities and Exchange Commission on November 27, 2001
                                              Registration Statement No. 333-_____
  ================================================================================
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                ---------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                ---------------------
  
                         INVERNESS MEDICAL INNOVATIONS, INC.
               (Exact name of registrant as specified in its charter)
  
            DELAWARE                                      04-3565120
            --------                                      ----------
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
  incorporation or organization)
  
                              51 SAWYER ROAD, SUITE 200
                            WALTHAM, MASSACHUSETTS 02453
                                   (781) 647-3900
                      (Address of Principal Executive Offices)
  
      INVERNESS MEDICAL INNOVATIONS, INC. 2001 STOCK OPTION AND INCENTIVE PLAN
        INVERNESS MEDICAL INNOVATIONS, INC. 2001 EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plans)
  
                              RON ZWANZIGER, PRESIDENT
                         INVERNESS MEDICAL INNOVATIONS, INC.
                              51 SAWYER ROAD, SUITE 200
                            WALTHAM, MASSACHUSETTS 02453
                       (Name and address of agent for service)
  
                                   (781) 647-3900
            (Telephone number, including area code, of agent for service)
  
                                   With a copy to:
                                STEPHEN W. CARR, P.C.
                                 GOODWIN PROCTER LLP
                                   53 STATE STREET
                             BOSTON, MASSACHUSETTS 02109
                                   (617) 570-1000
  
                                   --------------
  
                           CALCULATION OF REGISTRATION FEE
  ==================================================================================================
                                             PROPOSED MAXIMUM    PROPOSED MAXIMUM
  TITLE OF SECURITIES        AMOUNT TO      OFFERING PRICE PER  AGGREGATE OFFERING     AMOUNT OF
   TO BE REGISTERED      BE REGISTERED(1)        SHARE               PRICE         REGISTRATION FEE
  --------------------------------------------------------------------------------------------------
  Common Stock, $.001       778,794            $ 6.20(2)          $ 4,828,522.80      $ 1,207.13
  par value per share
  --------------------------------------------------------------------------------------------------
                            389,397            $15.00(2)          $ 5,840,995.00      $ 1,460.24
  --------------------------------------------------------------------------------------------------
                            560,000            $18.73(2)          $10,488,800.00      $ 2,622.20
  --------------------------------------------------------------------------------------------------
                          1,427,699            $18.34(3)          $26,183,999.66      $ 6,546.00
                          ---------
  --------------------------------------------------------------------------------------------------
                          3,155,890                               $47,342,317.46      $11,835.57
  ==================================================================================================
  (1)  This registration statement also relates to such indeterminate number of
       additional shares of the registrant's Common Stock as may be required
       pursuant to the Inverness Medical Innovations, Inc. 2001 Stock Option and
       Incentive Plan and the Inverness Medical Innovations, Inc. 2001 Employee
       Stock Purchase Plan in the event of a stock dividend, stock split,
       split-up, recapitalization, forfeiture of stock under the plan or other
       similar event. In addition, pursuant to Rule 416(c) under the Securities
       Act of 1933, as amended (the "Securities Act"), this registration statement
       also covers an indeterminate amount of interests to be offered or sold
       pursuant to the employee stock purchase plan described herein. In
       accordance with Rule 457(h)(2) under the Securities Act, no separate fee
       calculation is required with respect to the plan interests.
  
  (2)  Determined pursuant to Rule 457(h) under the Securities Act.
  
  (3)  This estimate is made pursuant to Rule 457(c) and (h) of the Securities Act
       solely for the purposes of determining the amount of the registration fee.
       The registration fee is based on the average of the high and low prices for
       the registrant's Common Stock as reported on The American Stock Exchange on
       November 23, 2001.
  
  ================================================================================
  PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1.   PLAN INFORMATION.*
  
  ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
  
            * Information required by Part 1 to be contained in the Section 10(a)
  prospectus is omitted from this registration statement in accordance with Rule
  428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
  Introductory Note to Part I of Form S-8.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
       Inverness Medical Innovations, Inc. (the "Company") hereby incorporates by
  reference the following documents which have previously been filed with the
  Securities and Exchange Commission (the "Commission"):
  
       (a)  The Company's prospectus filed with the Commission as part of the
            Company's Registration Statement on Form S-4, as amended (File No.
            333-67392); and
  
       (b)  The description of the Company's Common Stock contained in its
            Registration Statement on Form 8-A, filed with the Commission on
            November 21, 2001, as amended, under Section 12 of the Securities
            Exchange Act of 1934, as amended (the "Exchange Act"), and any
            amendments or reports filed for the purpose of updating such
            description.
  
       In addition, all documents subsequently filed with the Commission by the
  Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
  prior to the filing of a post-effective amendment hereto which indicates that
  all securities offered hereunder have been sold or which deregisters all
  securities then remaining unsold, shall be deemed to be incorporated by
  reference in this registration statement and to be a part hereof from the date
  of filing of such documents.
  
  ITEM 4.   DESCRIPTION OF SECURITIES.
  
            Not applicable.
  
  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       The validity of the shares of Common Stock registered by the Company hereby
  will be passed upon for the Company by Goodwin Procter LLP, Boston,
  Massachusetts. The owners and presidents of two professional corporations which
  are partners in the firm of Goodwin Procter LLP beneficially own an aggregate of
  approximately 10,028 shares of Common Stock and 799 shares of Common Stock,
  respectively.
  
  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Section 145 of the Delaware General Corporation Law provides that a
  corporation may indemnify any person who was or is a party or is threatened to
  be made a party to any threatened, pending or completed action, suit or
  proceeding, whether civil, criminal, administrative or investigative, other than
  an action by or in the right of the corporation, by reason of the fact that the
  person is or was a director, officer, employee or agent of the corporation or is
  or was serving at the corporation's request as a director, officer, employee or
  agent of another corporation, partnership, joint venture, trust or other
  enterprise, against expenses, including attorneys' fees, judgments, fines and
  amounts paid in settlement actually and reasonably incurred by the person in
  connection with the action, suit or
  
                                         2
  proceeding if the person acted in good faith and in a manner the person
  reasonably believed to be in or not opposed to the best interests of the
  corporation, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe the person's conduct was unlawful. The power to
  indemnify applies to actions brought by or in the right of the corporation as
  well, but only to the extent of expenses, including attorneys' fees but
  excluding judgments, fines and amounts paid in settlement, actually and
  reasonably incurred by the person in connection with the defense or settlement
  of the action or suit. And with the further limitation that in these actions, no
  indemnification shall be made in the event of any adjudication of negligence or
  misconduct in the performance of the person's duties to the corporation, unless
  a court believes that in light of all the circumstances indemnification should
  apply.
  
       Article V of the Company's by-laws provides that the Company shall, to the
  extent legally permitted, indemnify each person who was or is a party or is
  threatened to be made a party to any threatened, pending or completed action,
  suit or proceeding by reason of the fact that such person is or was, or has
  agreed to become, a director or officer of the Company, or is or was serving, or
  has agreed to serve, at the request of the Company, as a director, officer,
  trustee, partner, employee or agent of, or in a similar capacity with, another
  corporation, partnership, joint venture, trust, employee benefit plan or other
  enterprise. The indemnification provided for in Article V is expressly not
  exclusive of any other rights to which those seeking indemnification may be
  entitled under any law, agreement or vote of stockholders or disinterested
  directors or otherwise, and shall inure to the benefit of the heirs, executors
  and administrators of such persons.
  
       Section 145(g) of the Delaware General Corporation Law and Article V of the
  by-laws of the Company provide that the Company shall have the power to purchase
  and maintain insurance on behalf of its officers, directors, employees and
  agents, against any liability asserted against and incurred by such persons in
  any such capacity.
  
       The Company has obtained insurance covering its directors and officers
  against losses and insuring the Company against certain of its obligations to
  indemnify its directors and officers.
  
       Section 102(b)(7) of the General Corporation Law of the State of Delaware
  provides that a corporation may eliminate or limit the personal liability of a
  director to the corporation or its stockholders for monetary damages for breach
  of fiduciary duty as a director, provided that such provisions shall not
  eliminate or limit the liability of a director (i) for any breach of the
  director's duty of loyalty to the corporation 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 regarding the unlawful payment of dividends, or (iv)
  for any transaction from which the director derived an improper personal
  benefit. No such provision shall eliminate or limit the liability of a director
  for any act or omission occurring prior to the date when such provision becomes
  effective.
  
       Pursuant to the Delaware General Corporation Law, Article VII of the
  certificate of incorporation of the Company eliminates a director's personal
  liability for monetary damages to the Company and its stockholders for breach of
  fiduciary duty as a director, except in circumstances involving a breach of the
  director's duty of loyalty to the Company or its stockholders, acts or omissions
  not in good faith, intentional misconduct, knowing violations of the law,
  self-dealing or the unlawful payment of dividends or repurchase of stock.
  
  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
  
            Not applicable.
  
                                         3
  ITEM 8.   EXHIBITS.
  
              4.1     Form of Amended and Restated Certificate of Incorporation of
                      the Company (incorporated by reference to Exhibit 3.1 to the
                      Company's Registration Statement on Form S-4, as amended
                      (File No. 333-67392)).
  
              4.2     Form of Amended and Restated By-Laws of the Company
                      (incorporated by reference to Exhibit 3.2 to the Company's
                      Registration Statement on Form S-4, as amended (File No.
                      333-67392)).
  
              4.3     Inverness Medical Innovations, Inc. 2001 Stock Option Plan
                      (incorporated by reference to Exhibit 10.1 to the Company's
                      Registration Statement on Form S-4, as amended (File No.
                      333-67392)).
  
              4.4     Inverness Medical Innovations, Inc. 2001 Employee Stock
                      Purchase Plan (incorporated by reference to Exhibit 10.2 to
                      the Company's Registration Statement on Form S-4, as amended
                      (File No. 333-67392)).
  
              5.1     Opinion of Goodwin Procter LLP as to the legality of the
                      securities being registered.
  
             23.1     Consent of Goodwin Procter LLP (included in Exhibit 5.1).
  
             23.2     Consent of Arthur Andersen LLP, Independent Accountants.
  
             24.1     Powers of Attorney (included on the signature page hereto).
  
  ITEM 9.   UNDERTAKINGS.
  
       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 of 1933, as amended (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 a 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 (1)(i) and (1)(ii) do not apply if the
  information required to be included in a post-effective amendment by such
  paragraphs is contained in periodic reports filed with or furnished to the
  Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act
  that are incorporated by reference in the registration statement.
  
                                         4
  (2)  That, for the purposes 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.
  
       The undersigned 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 (and, where applicable, each filing of an employee benefit 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.
  
       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 Securities and Exchange 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.
  
                                         5
  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 Waltham, The Commonwealth of Massachusetts, on
  November 26, 2001.
  
                                       INVERNESS MEDICAL INNOVATIONS, INC.
  
                                       By: /s/ Ron Zwanziger
                                          ------------------------------------
                                          Ron Zwanziger
                                          President
  
                                  POWER OF ATTORNEY
  
       KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
  directors of Inverness Medical Innovations, Inc., hereby severally constitute
  Duane L. James and Ron Zwanziger, and each of them singly, our true and lawful
  attorneys with full power to them, and each of them singly, to sign for us and
  in our names in the capacities indicated below, the registration statement filed
  herewith and any and all amendments to said registration statement, and
  generally to do all things in our names and in our capacities as officers and
  directors to enable Inverness Medical Innovations, Inc. to comply with the
  provisions of the Securities Act of 1933, as amended, and all requirements of
  the Securities and Exchange Commission, hereby ratifying and confirming our
  signatures as they may be signed by our said attorneys, or any of them, to said
  registration statement and any and all amendments thereto.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed below by the following persons in the
  capacities and as of the dates indicated.
  SIGNATURE                        TITLE                               DATE
  /s/ Ron Zwanziger             Chairman of the Board, President        November 26, 2001
  -------------------------     and Chief Executive Officer
  Ron Zwanziger                 (Principal Executive Officer)
  
  /s/ Duane L. James            Vice President of Finance and           November 26, 2001
  -------------------------     Treasurer
  Duane L. James                (Principal Financial Officer and
                                Principal Accounting Officer)
  
  /s/ David Scott               Director                                November 26, 2001
  -------------------------
  David Scott, Ph.D.
  
  /s/ Ernest A. Carabillo, Jr.  Director                                November 26, 2001
  -------------------------
  Ernest A. Carabillo, Jr.
  
  /s/ Carol R. Goldberg         Director                                November 26, 2001
  -------------------------
  Carol R. Goldberg
  
  /s/ Robert P. Khederian       Director                                November 26, 2001
  -------------------------
  Robert P. Khederian
  
                                Director
  -------------------------
  John F. Levy
  
  /s/ Peter Townsend            Director                                November 26, 2001
  -------------------------
  Peter Townsend
  
  /s/ Alfred M. Zeien           Director                                November 26, 2001
  -------------------------
  Alfred M. Zeien
  Pursuant to the requirements of the Securities Act of 1933, the Members of
  the Compensation Committee of Inverness Medical Innovations, Inc., as the
  Administrator of the Inverness Medical Innovations, Inc. 2001 Employee Stock
  Purchase Plan, have duly caused this registration statement to be signed on its
  behalf by the undersigned, thereunto duly authorized, in the City of Waltham,
  The Commonwealth of Massachusetts, on November 26, 2001.
  
                                        Inverness Medical Innovations, Inc.
                                        2001 Employee Stock Purchase Plan
  
                                        By: /s/ Carol R. Goldberg
                                           ---------------------------------
                                           Carol R. Goldberg
                                           Member of Compensation Committee
  
                                        By: /s/ Alfred M. Zeien
                                           ---------------------------------
                                           Alfred M. Zeien
                                           Member of Compensation Committee
  EXHIBIT INDEX
  
  Exhibit No.    Description
  -----------    -----------
  
     4.1         Form of Amended and Restated Certificate of Incorporation of the
                 Company (incorporated by reference to Exhibit 3.1 to the
                 Company's Registration Statement on Form S-4, as amended (File
                 No. 333-67392)).
  
     4.2         Form of Amended and Restated By-Laws of the Company (incorporated
                 by reference to Exhibit 3.2 to the Company's Registration
                 Statement on Form S-4, as amended (File No. 333-67392)).
  
     4.3         Inverness Medical Innovations, Inc. 2001 Stock Option Plan
                 (incorporated by reference to Exhibit 10.1 to the Company's
                 Registration Statement on Form S-4, as amended (File No.
                 333-67392)).
  
     4.4         Inverness Medical Innovations, Inc. 2001 Employee Stock Purchase
                 Plan (incorporated by reference to Exhibit 10.2 to the Company's
                 Registration Statement on Form S-4, as amended (File No.
                 333-67392)).
  
     5.1         Opinion of Goodwin Procter LLP as to the legality of the
                 securities being registered.
  
    23.1         Consent of Goodwin Procter LLP (included in Exhibit 5.1).
  
    23.2         Consent of Arthur Andersen LLP, Independent Accountants.
  
    24.1         Powers of Attorney (included on the signature page hereto).