content: <PAGE>   1
  
     As filed with the Securities and Exchange Commission on August 2, 1995.
  
                                                      Registration No.
  ===============================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C.   20549
  
                                      FORM S-8
                               Registration Statement
                                       Under
                            The Securities Act of 1993     
                 --------------------------------------------------
                                QUADRAX CORPORATION
                 (Exact name of issuer as specified in its charter)
                 --------------------------------------------------
                 Delaware                                     05-0420158
  - ---------------------------------------               ----------------------
  (State or other jurisdiction of                       (I.R.S. Employer
  incorporation or organization)                        Identification Number)
  
  
        300 High Point Avenue, Portsmouth, Rhode Island            02871 
        -------------------------------------------------------------------
         (Address of Principal Executive Offices)                (Zip Code)
  
                        Quadrax Corporation 1993 Stock Plan
                        -----------------------------------
                                (Full Title of Plan)
  
  
                            James  J. Palermo, Chairman
                                QUADRAX CORPORATION
                                300 High Point Ave.
                               Portsmouth,  RI  02871
                               ----------------------
                      (Name and address of agent for service)
  
                                  (401) 683-6600 
                                  --------------
           (Telephone number, including area code, of agent for service)
  
   Copies of all communications, including all communications sent to agent for
                                    service to:
  
                              Timothy MacDonald, Esq.
                                Quadrax Corporation
                               300 High Point Avenue
                                Portsmouth, RI 02871
                                   (401) 683-6600
  
  
      Pursuant to the provisions of Rule 429 Under the Securities Act of 1933,
  the Prospectus for this Registration Statement also relates to the Registrant's
  Registration Statement No. 33-65550 on Form S-8.
  
          Page 1 of 26 pages contained in the sequential numbering system.
                     The Exhibit Index may be found at page 4.
  <PAGE>   2
  
  <TABLE>
  ===============================================================================================================================
  
                                                 CALCULATION OF REGISTRATION FEE
  
  ===============================================================================================================================
  
  <CAPTION>
                        Title of
                      Each Class of                            Proposed                 Proposed
                       Securities               Amount         Maximum                   Maximum                    Amount of
                         to be                  to be        Offering Price             Aggregate                 Registration
                       Registered             Registered       Per Share              Offering Price                  Fee
  
  - -------------------------------------------------------------------------------------------------------------------------------
                   <S>                          <C>            <C>                    <C>                        <C>
                   Common Stock
                   (par value                    38,560        $1.43(1)               $ 55,141(1)                $ 20.00(1)
                   $.000009)                    Shares
  
                   Common Stock                 113,389        $1.81(2)               $205,235(2)                $ 71.00(2)
                   (par value                   Shares
                   $.000009)
  
                   Common Stock                 330,000        $2.00(2)               $660,000(2)                $228.00(2)
                   (par value                   Shares
                   $.000009)
  
                   Common Stock                 100,000        $0.10(2)               $ 10,000(2)                $  4.00(2)
                                                                                      --------                   -------   
                   (par value                   Shares
                   $.000009)
  
                   Total                                                              $930,376                   $323.00
  - -------------------------------------------------------------------------------------------------------------------------------
  <FN>
  
    (1)    Estimated pursuant to Rule 457(c) and (h) based upon the average high and low prices of the Registrant's Common Stock 
           as reported on NASDAQ Small Cap Market on July 27, 1995.
  
    (2)    For shares issuable pursuant to stock options outstanding at July 24, 1995, calculated pursuant to Rule 457(h) based on 
           the exercise price of such options.
  </TABLE>
  
  
                                                                -2-
  <PAGE>   3
  
                                      PART II
  
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  
           This Registration Statement is registering additional securities of
  the same class for which a registration statement filed on Form S-8 relating to
  the 1993 Stock Plan is effective.
  
           The contents of the Company's Registration Statement on Form S-8, File
  No. 33-65550, as filed with the Securities and Exchange Commission on July 12,
  1994, are incorporated herein by reference.
  
  Item 8 - Exhibits
  - -----------------
  
      4.1     Relevant portion of Certificate of Incorporation of the Company, as
              amended (see Exhibit A to Certificate of Amendment to Certificate
              of Incorporation dated July 20, 1992, filed as Exhibit 3.1 to Form
              10-Q, November 10, 1992, and by this reference incorporated herein)
  
      4.2     By-laws of the Company, as amended (filed as Exhibit No. 3.2 to
              Company's Form S-1, File No. 33-14275, and by this reference
              incorporated herein)
  
      4.3     1993 Stock Plan
  
      5.1     Opinion Regarding Legality
  
     23.1     Consent of Ernst & Young, LLP
  
     23.2     Consent of Livingston & Haynes, P.C.
  
     23.3     Consent of Timothy MacDonald, Esq. (included in the Exhibit 5)
  
     24.1     Power of Attorney (included in the signature page of this 
              Registration Statement)
  
  
  
  
  
  
  
                                        -3-
  <PAGE>   4
  
  <TABLE>
  
  Exhibit Index
  
  <CAPTION>
  Exhibit Number   Description                                                   Page
  - --------------   ------------                                                  ----
         <S>        <C>                                                          <C>
         4.1        Relevant portion of Certificate of
                    Incorporation of the Company, as
                    amended (see Exhibit A to Certificate
                    of Amendment to Certificate of Incorporation
                    dated July 20, 1992, filed as Exhibit 3.1 to
                    Form 10-Q, November 10, 1992, and by this
                    reference incorporated herein)
  
         4.2        By-laws of the Company, as amended (filed
                    as Exhibit No. 3.2 to Company's Form S-1, File
                    No. 33-14275, and by this reference incorporated
                    herein)
  
         4.3        1993 Stock Plan                                               7
  
         5.1        Opinion Regarding Legality                                   24
  
        23.1        Consent of Ernst & Young, LLP                                25
  
        23.2        Consent of Livingston & Haynes, P.C.                         26
  
        23.3        Consent of Timothy MacDonald, Esq.
                    (included in the Exhibit 5.1)
  
        24.1        Power of Attorney (included in the signature page
                    of this Registration Statement)
  </TABLE>
  
  
  
  
                                        -4-
  <PAGE>   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, on the 24th day of July, 1995.
  
                                            QUADRAX CORPORATION
  
  
  
                                            By: /s/ James J. Palermo
                                                ------------------------------
                                                James J. Palermo, Chairman and 
                                                Chief Executive Officer
  
  
           KNOW ALL MEN BY THESE PRESENTS, that the each of the persons whose
  signature appears below does hereby constitute and appoint James J. Palermo,
  with full power of substitution, his true and lawful attorney-in-fact and agent
  for him in his name, place and stead, in any and all capacities, to sign any or
  all amendments (including post-effective amendments) to the Registration
  Statement on Form S-8 with respect to shares of the common stock, $.000009 par
  value, of Quadrax Corporation issued pursuant to the Quadrax Corporation 1993
  Stock Plan, and to file the same, with all exhibits thereto, and other
  documents in connection therewith, with the Securities and Exchange Commission,
  granting unto said attorneys-in-fact and agents, and each of them, 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 in order to effectuate the same
  as fully, to all intents and purposes, as they or he might or could do in
  person, hereby ratifying and confirming all that said attorneys-in-fact and
  agents, or any of them, may lawfully do or cause to be done by virtue hereof.
  
  <TABLE>
  
           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 on the dates indicated.
  
  <CAPTION>
         Signature                                   Title                     Date
         ---------                                   -----                     ----
  <S>                               <C>                               <C>
  /s/ James J. Palermo              Chairman of the Board             July 24, 1995
  - --------------------              of Directors, Chief Executive                                               
  James J. Palermo                  Officer and Acting Chief
                                    Financial Officer (Principal
                                    Executive, Financial and
                                    Accounting Officer)
                                    
  
  
  /s/ Sven Kraumanis                Director                          July 24, 1995
  - ------------------                                                                        
  Sven Kraumanis
  </TABLE>
  
  
                                        -5-
  <PAGE>   6
  <TABLE>
  <S>                               <C>                               <C>
  /s/ William G. Conway             Director                          July 24, 1995
  - ---------------------                                                            
  William G. Conway
  
  
  
  /s/ Gordon Werner                 Director                          July 24, 1995
  - --------------------------                                                                
  Gordon Werner
  </TABLE>
  
  
  
  
  
  
  
  
  
  
                                        -6-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "QUADRAX CORPORATION", "secsgml_size_bytes": 12024}]
metadata_filer: {"company-data": {"conformed-name": "QUADRAX CORP", "cik": "0000814273", "assigned-sic": "3290", "irs-number": "050420158", "state-of-incorporation": "DE", "fiscal-year-end": "0103"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-61515", "film-number": "95558473"}, "business-address": {"street1": "300 HIGH POINT AVE", "city": "PORTSMOUTH", "state": "RI", "zip": "02871", "phone": "4016836600"}, "mail-address": {"street1": "300 HIGH POINT AVENUE", "city": "PORTSMOUTH", "state": "RI", "zip": "02871"}}
text: 1
  
     As filed with the Securities and Exchange Commission on August 2, 1995.
  
                                                      Registration No.
  ===============================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C.   20549
  
                                      FORM S-8
                               Registration Statement
                                       Under
                            The Securities Act of 1993     
                 --------------------------------------------------
                                QUADRAX CORPORATION
                 (Exact name of issuer as specified in its charter)
                 --------------------------------------------------
                 Delaware                                     05-0420158
  - ---------------------------------------               ----------------------
  (State or other jurisdiction of                       (I.R.S. Employer
  incorporation or organization)                        Identification Number)
  
        300 High Point Avenue, Portsmouth, Rhode Island            02871 
        -------------------------------------------------------------------
         (Address of Principal Executive Offices)                (Zip Code)
  
                        Quadrax Corporation 1993 Stock Plan
                        -----------------------------------
                                (Full Title of Plan)
  
                            James  J. Palermo, Chairman
                                QUADRAX CORPORATION
                                300 High Point Ave.
                               Portsmouth,  RI  02871
                               ----------------------
                      (Name and address of agent for service)
  
                                  (401) 683-6600 
                                  --------------
           (Telephone number, including area code, of agent for service)
  
   Copies of all communications, including all communications sent to agent for
                                    service to:
  
                              Timothy MacDonald, Esq.
                                Quadrax Corporation
                               300 High Point Avenue
                                Portsmouth, RI 02871
                                   (401) 683-6600
  
      Pursuant to the provisions of Rule 429 Under the Securities Act of 1933,
  the Prospectus for this Registration Statement also relates to the Registrant's
  Registration Statement No. 33-65550 on Form S-8.
  
          Page 1 of 26 pages contained in the sequential numbering system.
                     The Exhibit Index may be found at page 4.
  2
  
  ===============================================================================================================================
  
                                                 CALCULATION OF REGISTRATION FEE
  
  ===============================================================================================================================
  Title of
                      Each Class of                            Proposed                 Proposed
                       Securities               Amount         Maximum                   Maximum                    Amount of
                         to be                  to be        Offering Price             Aggregate                 Registration
                       Registered             Registered       Per Share              Offering Price                  Fee
  
  - -------------------------------------------------------------------------------------------------------------------------------
  Common Stock
                   (par value                    38,560        $1.43(1)               $ 55,141(1)                $ 20.00(1)
                   $.000009)                    Shares
  
                   Common Stock                 113,389        $1.81(2)               $205,235(2)                $ 71.00(2)
                   (par value                   Shares
                   $.000009)
  
                   Common Stock                 330,000        $2.00(2)               $660,000(2)                $228.00(2)
                   (par value                   Shares
                   $.000009)
  
                   Common Stock                 100,000        $0.10(2)               $ 10,000(2)                $  4.00(2)
                                                                                      --------                   -------   
                   (par value                   Shares
                   $.000009)
  
                   Total                                                              $930,376                   $323.00
  - -------------------------------------------------------------------------------------------------------------------------------
  (1)    Estimated pursuant to Rule 457(c) and (h) based upon the average high and low prices of the Registrant's Common Stock 
           as reported on NASDAQ Small Cap Market on July 27, 1995.
  
    (2)    For shares issuable pursuant to stock options outstanding at July 24, 1995, calculated pursuant to Rule 457(h) based on 
           the exercise price of such options.
  -2-
  3
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
           This Registration Statement is registering additional securities of
  the same class for which a registration statement filed on Form S-8 relating to
  the 1993 Stock Plan is effective.
  
           The contents of the Company's Registration Statement on Form S-8, File
  No. 33-65550, as filed with the Securities and Exchange Commission on July 12,
  1994, are incorporated herein by reference.
  
  Item 8 - Exhibits
  - -----------------
  
      4.1     Relevant portion of Certificate of Incorporation of the Company, as
              amended (see Exhibit A to Certificate of Amendment to Certificate
              of Incorporation dated July 20, 1992, filed as Exhibit 3.1 to Form
              10-Q, November 10, 1992, and by this reference incorporated herein)
  
      4.2     By-laws of the Company, as amended (filed as Exhibit No. 3.2 to
              Company's Form S-1, File No. 33-14275, and by this reference
              incorporated herein)
  
      4.3     1993 Stock Plan
  
      5.1     Opinion Regarding Legality
  
     23.1     Consent of Ernst & Young, LLP
  
     23.2     Consent of Livingston & Haynes, P.C.
  
     23.3     Consent of Timothy MacDonald, Esq. (included in the Exhibit 5)
  
     24.1     Power of Attorney (included in the signature page of this 
              Registration Statement)
  
                                        -3-
  4
  
  Exhibit Index
  Exhibit Number   Description                                                   Page
  - --------------   ------------                                                  ----
  4.1        Relevant portion of Certificate of
                    Incorporation of the Company, as
                    amended (see Exhibit A to Certificate
                    of Amendment to Certificate of Incorporation
                    dated July 20, 1992, filed as Exhibit 3.1 to
                    Form 10-Q, November 10, 1992, and by this
                    reference incorporated herein)
  
         4.2        By-laws of the Company, as amended (filed
                    as Exhibit No. 3.2 to Company's Form S-1, File
                    No. 33-14275, and by this reference incorporated
                    herein)
  
         4.3        1993 Stock Plan                                               7
  
         5.1        Opinion Regarding Legality                                   24
  
        23.1        Consent of Ernst & Young, LLP                                25
  
        23.2        Consent of Livingston & Haynes, P.C.                         26
  
        23.3        Consent of Timothy MacDonald, Esq.
                    (included in the Exhibit 5.1)
  
        24.1        Power of Attorney (included in the signature page
                    of this Registration Statement)
  -4-
  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, on the 24th day of July, 1995.
  
                                            QUADRAX CORPORATION
  
                                            By: /s/ James J. Palermo
                                                ------------------------------
                                                James J. Palermo, Chairman and 
                                                Chief Executive Officer
  
           KNOW ALL MEN BY THESE PRESENTS, that the each of the persons whose
  signature appears below does hereby constitute and appoint James J. Palermo,
  with full power of substitution, his true and lawful attorney-in-fact and agent
  for him in his name, place and stead, in any and all capacities, to sign any or
  all amendments (including post-effective amendments) to the Registration
  Statement on Form S-8 with respect to shares of the common stock, $.000009 par
  value, of Quadrax Corporation issued pursuant to the Quadrax Corporation 1993
  Stock Plan, and to file the same, with all exhibits thereto, and other
  documents in connection therewith, with the Securities and Exchange Commission,
  granting unto said attorneys-in-fact and agents, and each of them, 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 in order to effectuate the same
  as fully, to all intents and purposes, as they or he might or could do in
  person, hereby ratifying and confirming all that said attorneys-in-fact and
  agents, or any of them, may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities and on the dates indicated.
  Signature                                   Title                     Date
         ---------                                   -----                     ----
  /s/ James J. Palermo              Chairman of the Board             July 24, 1995
  - --------------------              of Directors, Chief Executive                                               
  James J. Palermo                  Officer and Acting Chief
                                    Financial Officer (Principal
                                    Executive, Financial and
                                    Accounting Officer)
                                    
  
  /s/ Sven Kraumanis                Director                          July 24, 1995
  - ------------------                                                                        
  Sven Kraumanis
  -5-
  6
  /s/ William G. Conway             Director                          July 24, 1995
  - ---------------------                                                            
  William G. Conway
  
  /s/ Gordon Werner                 Director                          July 24, 1995
  - --------------------------                                                                
  Gordon Werner
  -6-