content: <PAGE>
      As filed with the Securities and Exchange Commission on November 29, 2001
                                                       Registration No. 333-_____
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                   LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY, INC.
              (Exact Name of Registrant as Specified in Its Charter)
  
                 DELAWARE                                      98-0213257
      (State or Other Jurisdiction of                       (I.R.S. Employer
       Incorporation or Organization)                      Identification No.)
  
        8851 TRANS-CANADA HIGHWAY
           ST-LAURENT, QUEBEC
                  CANADA                                        H4S 1Z6
  (Address of Principal Executive Offices)                     (Zip Code)
  
                    LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY, INC.
                           2001 DIRECTOR STOCK OPTION PLAN
                              (Full Title of the Plan)
  
                                   GARY MOSKOVITZ
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              8851 TRANS-CANADA HIGHWAY
                                 ST-LAURENT, QUEBEC
                                   CANADA H4S 1Z6
                       (Name and Address of Agent For Service)
                                   (514) 331-3738
            (Telephone Number, Including Area Code, of Agent For Service)
  
                                     Copies to:
  
                                JOHN A. BURGESS, ESQ.
                                  HALE AND DORR LLP
                                   60 STATE STREET
                                  BOSTON, MA 02109
                              TELEPHONE: (617) 526-6000
                              TELECOPY: (617) 526-5000
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  Title of Securities     Amount to be     Proposed Maximum     Proposed Maximum        Amount of
  to be Registered        Registered(1)   Offering Price Per   Aggregate Offering   Registration Fee
                                                Share(2)             Price(2)
  <S>                    <C>              <C>                  <C>                  <C>
  Common Stock,
  $0.001 par value per   600,000 shares          $0.63               $378,000               $91
  share
  </TABLE>
  
  (1)   Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
        Registration Statement also covers additional securities that may be
        offered or issued to prevent dilution resulting from stock splits, stock
        dividends or similar transactions.
  (2)   Estimated solely for the purpose of calculating the registration fee
        pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
        amended, and based upon the average of the high and low prices of the
        Registrant's Common Stock as reported on The Nasdaq National Market on
        November 28, 2001.
  <PAGE>
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
        ITEM 1. PLAN INFORMATION.
  
        The information required by Item 1 is included in documents sent or given
  to participants in the plans covered by this registration statement pursuant to
  Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
  
        ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
        The written statement required by Item 2 is included in documents sent or
  given to participants in the plans covered by this registration statement
  pursuant to Rule 428(b)(1) of the Securities Act.
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
        ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
        The registrant is subject to the informational and reporting requirements
  of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), and in accordance therewith files reports, proxy
  statements and other information with the Securities and Exchange Commission
  (the "Commission"). The following documents, which are on file with the
  Commission, are incorporated in this registration statement by reference:
  
        (a)   The registrant's latest annual report filed pursuant to Section
  13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to
  Rule 424(b) under the Securities Act that contains audited financial statements
  for the registrant's latest fiscal year for which such statements have been
  filed.
  
        (b)   All other reports filed pursuant to Section 13(a) or 15(d) of the
  Exchange Act since the end of the fiscal year covered by the document referred
  to in (a) above.
  
        (c)   The description of the securities contained in the registrant's
  registration statement on Form 10 filed under the Exchange Act, including any
  amendment or report filed for the purpose of updating such description.
  
        All documents subsequently filed by the registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all securities offered hereby 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
  part hereof from the date of the filing of such documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for the purposes of this
  registration statement to the extent that a statement contained herein or in any
  other subsequently filed document which also is or is deemed to be incorporated
  by reference herein modifies or supersedes such statement. Any statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this registration statement.
  
  
  
                                        -1-
  <PAGE>
        ITEM 4. DESCRIPTION OF SECURITIES.
  
        Not applicable.
  
        ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
        Hale and Dorr LLP has opined as to the legality of the securities being
  offered by this registration statement.
  
        ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
        Article FIFTH of the Registrant's amended and restated certificate of
  incorporation provides that, to the full extent provided by Section 145 of the
  Delaware General Corporate Law (the "DGCL"), as that Section may be amended or
  supplemented, the Registrant shall indemnify any and all persons whom the
  Registrant shall have the power to indemnify under Section 145 of the DGCL from
  and against any and all of the expenses, liabilities or other matters referred
  to in or covered by Section 145 of the DGCL. This indemnification shall not be
  deemed exclusive of any other rights to which those indemnified may be entitled
  under any bylaw, agreement, vote of stockholders or disinterested directors or
  otherwise, both as to action in their official capacities and as to action in
  another capacity while holding such offices, and shall continue as to a person
  who has ceased to be a director, officer, employee or agent and shall inure to
  the benefit of the heirs, executors and administrators of such person.
  
        Article SIXTH of the Registrant's amended and restated certificate of
  incorporation provides that a director of the Registrant shall not be personally
  liable to the Registrant or its stockholders for monetary damages for breach of
  fiduciary duty as a director, except for liability (i) for any breach of the
  director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
  or omissions not in good faith or that involve intentional misconduct or a
  knowing violation of law, (iii) under Section 174 of the DGCL, as it may be
  amended from time to time, for any unlawful payment of dividend or unlawful
  stock purchase or redemptions, or (iv) for any transaction from which the
  director derived an improper personal benefit.
  
        Article SIXTH provides that if the DGCL is amended to authorize corporate
  action further eliminating or limiting the personal liability of directors, then
  the liability of a director of the Registrant shall be eliminated or limited to
  the fullest extent permitted by the DGCL, as so amended. Any repeal or
  modification of Article SIXTH by the stockholders of the Registrant shall not
  adversely affect any right or protection of a director of the Registrant with
  respect to events occurring prior to the time of such repeal or modification.
  
        Section 5.1 of the Registrant's Second Amended and Restated By-Laws (the
  "By-Laws") provides that a director or officer of the Registrant:
  
  (a)   shall be indemnified by the Registrant against all expenses (including
        attorneys' fees), judgments, fines and amounts paid in settlement incurred
        in connection with any litigation or other legal proceeding (other than an
        action by or in the right of the Registrant) brought against him by virtue
        of his position as a director or officer of the Registrant if he acted in
        good faith and in a manner he reasonably believed to be in, or not opposed
        to, the best interests of the Registrant, and, with respect to any
        criminal action or proceeding, had no reasonable cause to believe his
        conduct was unlawful; and
  
  (b)   shall be indemnified by the Registrant against all expenses (including
        attorneys' fees) and amounts paid in settlement incurred in connection
        with any action by or in the right of the
  
  
                                        -2-
  <PAGE>
        Registrant brought against him by virtue of his position as a director or
        officer of the Registrant if he acted in good faith and in a manner he
        reasonably believed to be in, or not opposed to, the best interests of the
        Registrant, except that no indemnification shall be made with respect to
        any matter as to which such person shall have been adjudged to be liable
        to the Registrant, unless a court determines that, despite such
        adjudication but in view of all of the circumstances, he is entitled to
        indemnification of such expenses.
  
        Notwithstanding the foregoing, to the extent that a director or officer
  has been successful, on the merits or otherwise, including, without limitation,
  the dismissal of an action without prejudice, he is required to be indemnified
  by the Registrant against all expenses (including attorneys' fees) incurred in
  connection therewith. Expenses shall be advanced to a director or officer at his
  request, provided that he undertakes to repay the amount advanced if it is
  ultimately determined that he is not entitled to indemnification for such
  expenses.
  
        Any indemnification of a director or officer pursuant to the By-Laws shall
  be made by the Registrant only upon a determination that indemnification is
  proper in the circumstances because the director or officer has met the
  applicable standard of conduct for indemnification. With respect to a person who
  is a director or officer at the time of such determination, such determination
  shall be made (1) by a majority vote of the directors who are not parties to
  such action, suit or proceeding, even though less than a quorum, or (2) by a
  committee of such directors designated by majority vote of such directors, even
  though less than a quorum, or (3) if there are no such directors, or if such
  directors so direct, by independent legal counsel in a written opinion or (4) by
  the stockholders.
  
        Section 145 of the General Corporation Law of Delaware provides that a
  corporation has the power to indemnify a director, officer, employee or agent of
  the corporation and certain other persons serving at the request of the
  corporation in related capacities against amounts paid and expenses incurred in
  connection with an action or proceeding to which he is or is threatened to be
  made a party by reason of such position, if such person shall have acted in good
  faith and in a manner he reasonably believed to be in or not opposed to the best
  interests of the corporation, and, in any criminal proceeding, if such person
  had no reasonable cause to believe his conduct was unlawful; provided that, in
  the case of actions brought by or in the right of the corporation, no
  indemnification shall be made with respect to any matter as to which such person
  shall have been adjudged to be liable to the corporation unless and only to the
  extent that the adjudicating court determines that such indemnification is
  proper under the circumstances.
  
        The Registrant maintains a CDN$5,000,000 directors and officers liability
  insurance policy.
  
        ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
        Not applicable.
  
        ITEM 8. EXHIBITS.
  
        The exhibits filed as part of this Registration Statement are listed on
  the Exhibit Index immediately preceding such exhibits, which Exhibit Index is
  incorporated herein by reference. Documents listed on such Exhibit Index, except
  for documents identified by footnotes, are being filed as exhibits herewith.
  Unless otherwise noted, documents identified by footnotes are not being filed
  herewith and, pursuant to Rule 411(c) under the Securities Act, reference is
  made to such documents as previously filed with the Commission. The Registrant's
  file number under the Exchange Act is 000-27977.
  
  
  
                                        -3-
  <PAGE>
        ITEM 9. UNDERTAKINGS.
  
        1.    The undersigned 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;
  
                    (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; and
  
                    (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 (i) and (ii) do not apply if the
        information required to be included in a post-effective amendment by those
        paragraphs is contained in periodic reports filed with or furnished to the
        Commission by the registrant pursuant to Section 13 or Section 15(d) of
        the Exchange Act that are incorporated by reference in the registration
        statement.
  
              (2)   That, for the purpose of determining any liability under the
        Securities Act, each such post-effective amendment shall be deemed to be a
        new registration statement relating to the 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.
  
        2.    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 that is incorporated by reference in the registration statement
  shall be deemed to be a new registration statement relating to the securities
  offered therein, and the offering of such securities at that time shall be
  deemed to be the initial bona fide offering thereof.
  
        3.    Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the 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.
  
  
  
                                        -4-
  <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 Montreal, Quebec, Canada on this 29th day of November, 2001.
  
                                      LUMENON INNOVATIVE LIGHTWAVE
                                      TECHNOLOGY, INC.
  
                                      By: /s/ Gary Moskovitz
                                          --------------------------------
                                          Gary Moskovitz
                                          President and Chief Executive Officer
  
                          POWER OF ATTORNEY AND SIGNATURES
  
        We, the undersigned officers and directors of Lumenon Innovative Lightwave
  Technology, Inc., hereby severally constitute and appoint Gary Moskovitz and
  Mark P. Andrews, 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 on Form S-8 filed
  herewith and any and all subsequent amendments to said registration statement,
  and generally to do all such things in our names and on our behalf in our
  capacities as officers and directors to enable Lumenon Innovative Lightwave
  Technology, 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 by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
        Signature                    Title                     Date
        ---------                    -----                     ----
  <S>                       <C>                           <C>
  /s/ Gary Moskovitz        President, Chief Executive    November 29, 2001
  ---------------------     Officer, Secretary and
  Gary Moskovitz            Director (Principal
                            executive officer and
                            principal financial and
                            accounting officer)
  
  
  /s/ Mark P. Andrews       Vice President, Chief         November 29, 2001
  ---------------------     Technology Officer and
  Mark P. Andrews           Director
  
  
  /s/ Gilles Marcotte       Chairman of the Board         November 29, 2001
  ---------------------
  Gilles Marcotte
  
  
                            Director                      November 29, 2001
  ---------------------
  Pierre-Paul Allard
  </TABLE>
  
  
  
                                        -5-
  <PAGE>
  <TABLE>
  <CAPTION>
        Signature                    Title                     Date
        ---------                    -----                     ----
  <S>                       <C>                           <C>
  
  
  /s/ Guy Brunet            Director                      November 29, 2001
  ---------------------
  Guy Brunet
  
  
  
  /s/ Pierre-Andre Roy      Director                      November 29, 2001
  ---------------------
  Pierre-Andre Roy
  </TABLE>
  
  
  
  
  
  
  
                                        -6-
  <PAGE>
                                  INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
  Number            Description
  ------            -----------
  <S>               <C>
  4.1(1)            Amended and Restated Certificate of Incorporation of the
                    Registrant
  
  4.2(2)            Second Amended and Restated By-Laws of the Registrant
  
  5.1               Opinion of Hale and Dorr LLP, counsel to the Registrant
  
  23.1              Consent of Hale and Dorr LLP (included in Exhibit 5.1)
  
  23.2              Consent of KPMG LLP
  
  24.1              Power of attorney (included on the signature pages of this
                    registration statement)
  </TABLE>
  
  
  ----------
  (1)   Previously filed with the Securities and Exchange Commission as an Exhibit
        to the Registrant's Annual Report on Form 10-K, filed September 28, 2001,
        as amended, (File No. 000-27977) and incorporated herein by reference.
  
  (2)   Previously filed with the Securities and Exchange Commission as an Exhibit
        to the Registrant's Registration Statement in Form S-8, filed on August
        20, 2001 (File No. 333-67950) and incorporated herein by reference.
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b41214l1s-8.txt", "description": "LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY, INC.", "secsgml_size_bytes": 21991}]
metadata_filer: {"company-data": {"conformed-name": "LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY INC", "cik": "0001098432", "assigned-sic": "3220", "irs-number": "980213257", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74148", "film-number": "1802339"}, "business-address": {"street1": "8851 TRANS CANADA HIGHWAY", "city": "VILLE SAINT LAURENT", "state": "A8", "zip": "00000", "phone": "5143313738"}, "mail-address": {"street1": "8851 TRANS CANADA HIGHWAY", "city": "VILLE SAINT LAURENT", "state": "A8", "zip": "00000"}}
text: As filed with the Securities and Exchange Commission on November 29, 2001
                                                       Registration No. 333-_____
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                   LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY, INC.
              (Exact Name of Registrant as Specified in Its Charter)
  
                 DELAWARE                                      98-0213257
      (State or Other Jurisdiction of                       (I.R.S. Employer
       Incorporation or Organization)                      Identification No.)
  
        8851 TRANS-CANADA HIGHWAY
           ST-LAURENT, QUEBEC
                  CANADA                                        H4S 1Z6
  (Address of Principal Executive Offices)                     (Zip Code)
  
                    LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY, INC.
                           2001 DIRECTOR STOCK OPTION PLAN
                              (Full Title of the Plan)
  
                                   GARY MOSKOVITZ
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              8851 TRANS-CANADA HIGHWAY
                                 ST-LAURENT, QUEBEC
                                   CANADA H4S 1Z6
                       (Name and Address of Agent For Service)
                                   (514) 331-3738
            (Telephone Number, Including Area Code, of Agent For Service)
  
                                     Copies to:
  
                                JOHN A. BURGESS, ESQ.
                                  HALE AND DORR LLP
                                   60 STATE STREET
                                  BOSTON, MA 02109
                              TELEPHONE: (617) 526-6000
                              TELECOPY: (617) 526-5000
  
                           CALCULATION OF REGISTRATION FEE
  Title of Securities     Amount to be     Proposed Maximum     Proposed Maximum        Amount of
  to be Registered        Registered(1)   Offering Price Per   Aggregate Offering   Registration Fee
                                                Share(2)             Price(2)
  Common Stock,
  $0.001 par value per   600,000 shares          $0.63               $378,000               $91
  share
  (1)   Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
        Registration Statement also covers additional securities that may be
        offered or issued to prevent dilution resulting from stock splits, stock
        dividends or similar transactions.
  (2)   Estimated solely for the purpose of calculating the registration fee
        pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
        amended, and based upon the average of the high and low prices of the
        Registrant's Common Stock as reported on The Nasdaq National Market on
        November 28, 2001.
  PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
        ITEM 1. PLAN INFORMATION.
  
        The information required by Item 1 is included in documents sent or given
  to participants in the plans covered by this registration statement pursuant to
  Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
  
        ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
        The written statement required by Item 2 is included in documents sent or
  given to participants in the plans covered by this registration statement
  pursuant to Rule 428(b)(1) of the Securities Act.
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
        ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
        The registrant is subject to the informational and reporting requirements
  of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), and in accordance therewith files reports, proxy
  statements and other information with the Securities and Exchange Commission
  (the "Commission"). The following documents, which are on file with the
  Commission, are incorporated in this registration statement by reference:
  
        (a)   The registrant's latest annual report filed pursuant to Section
  13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to
  Rule 424(b) under the Securities Act that contains audited financial statements
  for the registrant's latest fiscal year for which such statements have been
  filed.
  
        (b)   All other reports filed pursuant to Section 13(a) or 15(d) of the
  Exchange Act since the end of the fiscal year covered by the document referred
  to in (a) above.
  
        (c)   The description of the securities contained in the registrant's
  registration statement on Form 10 filed under the Exchange Act, including any
  amendment or report filed for the purpose of updating such description.
  
        All documents subsequently filed by the registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all securities offered hereby 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
  part hereof from the date of the filing of such documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for the purposes of this
  registration statement to the extent that a statement contained herein or in any
  other subsequently filed document which also is or is deemed to be incorporated
  by reference herein modifies or supersedes such statement. Any statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this registration statement.
  
                                        -1-
  ITEM 4. DESCRIPTION OF SECURITIES.
  
        Not applicable.
  
        ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
        Hale and Dorr LLP has opined as to the legality of the securities being
  offered by this registration statement.
  
        ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
        Article FIFTH of the Registrant's amended and restated certificate of
  incorporation provides that, to the full extent provided by Section 145 of the
  Delaware General Corporate Law (the "DGCL"), as that Section may be amended or
  supplemented, the Registrant shall indemnify any and all persons whom the
  Registrant shall have the power to indemnify under Section 145 of the DGCL from
  and against any and all of the expenses, liabilities or other matters referred
  to in or covered by Section 145 of the DGCL. This indemnification shall not be
  deemed exclusive of any other rights to which those indemnified may be entitled
  under any bylaw, agreement, vote of stockholders or disinterested directors or
  otherwise, both as to action in their official capacities and as to action in
  another capacity while holding such offices, and shall continue as to a person
  who has ceased to be a director, officer, employee or agent and shall inure to
  the benefit of the heirs, executors and administrators of such person.
  
        Article SIXTH of the Registrant's amended and restated certificate of
  incorporation provides that a director of the Registrant shall not be personally
  liable to the Registrant or its stockholders for monetary damages for breach of
  fiduciary duty as a director, except for liability (i) for any breach of the
  director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
  or omissions not in good faith or that involve intentional misconduct or a
  knowing violation of law, (iii) under Section 174 of the DGCL, as it may be
  amended from time to time, for any unlawful payment of dividend or unlawful
  stock purchase or redemptions, or (iv) for any transaction from which the
  director derived an improper personal benefit.
  
        Article SIXTH provides that if the DGCL is amended to authorize corporate
  action further eliminating or limiting the personal liability of directors, then
  the liability of a director of the Registrant shall be eliminated or limited to
  the fullest extent permitted by the DGCL, as so amended. Any repeal or
  modification of Article SIXTH by the stockholders of the Registrant shall not
  adversely affect any right or protection of a director of the Registrant with
  respect to events occurring prior to the time of such repeal or modification.
  
        Section 5.1 of the Registrant's Second Amended and Restated By-Laws (the
  "By-Laws") provides that a director or officer of the Registrant:
  
  (a)   shall be indemnified by the Registrant against all expenses (including
        attorneys' fees), judgments, fines and amounts paid in settlement incurred
        in connection with any litigation or other legal proceeding (other than an
        action by or in the right of the Registrant) brought against him by virtue
        of his position as a director or officer of the Registrant if he acted in
        good faith and in a manner he reasonably believed to be in, or not opposed
        to, the best interests of the Registrant, and, with respect to any
        criminal action or proceeding, had no reasonable cause to believe his
        conduct was unlawful; and
  
  (b)   shall be indemnified by the Registrant against all expenses (including
        attorneys' fees) and amounts paid in settlement incurred in connection
        with any action by or in the right of the
  
                                        -2-
  Registrant brought against him by virtue of his position as a director or
        officer of the Registrant if he acted in good faith and in a manner he
        reasonably believed to be in, or not opposed to, the best interests of the
        Registrant, except that no indemnification shall be made with respect to
        any matter as to which such person shall have been adjudged to be liable
        to the Registrant, unless a court determines that, despite such
        adjudication but in view of all of the circumstances, he is entitled to
        indemnification of such expenses.
  
        Notwithstanding the foregoing, to the extent that a director or officer
  has been successful, on the merits or otherwise, including, without limitation,
  the dismissal of an action without prejudice, he is required to be indemnified
  by the Registrant against all expenses (including attorneys' fees) incurred in
  connection therewith. Expenses shall be advanced to a director or officer at his
  request, provided that he undertakes to repay the amount advanced if it is
  ultimately determined that he is not entitled to indemnification for such
  expenses.
  
        Any indemnification of a director or officer pursuant to the By-Laws shall
  be made by the Registrant only upon a determination that indemnification is
  proper in the circumstances because the director or officer has met the
  applicable standard of conduct for indemnification. With respect to a person who
  is a director or officer at the time of such determination, such determination
  shall be made (1) by a majority vote of the directors who are not parties to
  such action, suit or proceeding, even though less than a quorum, or (2) by a
  committee of such directors designated by majority vote of such directors, even
  though less than a quorum, or (3) if there are no such directors, or if such
  directors so direct, by independent legal counsel in a written opinion or (4) by
  the stockholders.
  
        Section 145 of the General Corporation Law of Delaware provides that a
  corporation has the power to indemnify a director, officer, employee or agent of
  the corporation and certain other persons serving at the request of the
  corporation in related capacities against amounts paid and expenses incurred in
  connection with an action or proceeding to which he is or is threatened to be
  made a party by reason of such position, if such person shall have acted in good
  faith and in a manner he reasonably believed to be in or not opposed to the best
  interests of the corporation, and, in any criminal proceeding, if such person
  had no reasonable cause to believe his conduct was unlawful; provided that, in
  the case of actions brought by or in the right of the corporation, no
  indemnification shall be made with respect to any matter as to which such person
  shall have been adjudged to be liable to the corporation unless and only to the
  extent that the adjudicating court determines that such indemnification is
  proper under the circumstances.
  
        The Registrant maintains a CDN$5,000,000 directors and officers liability
  insurance policy.
  
        ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
        Not applicable.
  
        ITEM 8. EXHIBITS.
  
        The exhibits filed as part of this Registration Statement are listed on
  the Exhibit Index immediately preceding such exhibits, which Exhibit Index is
  incorporated herein by reference. Documents listed on such Exhibit Index, except
  for documents identified by footnotes, are being filed as exhibits herewith.
  Unless otherwise noted, documents identified by footnotes are not being filed
  herewith and, pursuant to Rule 411(c) under the Securities Act, reference is
  made to such documents as previously filed with the Commission. The Registrant's
  file number under the Exchange Act is 000-27977.
  
                                        -3-
  ITEM 9. UNDERTAKINGS.
  
        1.    The undersigned 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;
  
                    (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; and
  
                    (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 (i) and (ii) do not apply if the
        information required to be included in a post-effective amendment by those
        paragraphs is contained in periodic reports filed with or furnished to the
        Commission by the registrant pursuant to Section 13 or Section 15(d) of
        the Exchange Act that are incorporated by reference in the registration
        statement.
  
              (2)   That, for the purpose of determining any liability under the
        Securities Act, each such post-effective amendment shall be deemed to be a
        new registration statement relating to the 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.
  
        2.    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 that is incorporated by reference in the registration statement
  shall be deemed to be a new registration statement relating to the securities
  offered therein, and the offering of such securities at that time shall be
  deemed to be the initial bona fide offering thereof.
  
        3.    Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the 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.
  
                                        -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 Montreal, Quebec, Canada on this 29th day of November, 2001.
  
                                      LUMENON INNOVATIVE LIGHTWAVE
                                      TECHNOLOGY, INC.
  
                                      By: /s/ Gary Moskovitz
                                          --------------------------------
                                          Gary Moskovitz
                                          President and Chief Executive Officer
  
                          POWER OF ATTORNEY AND SIGNATURES
  
        We, the undersigned officers and directors of Lumenon Innovative Lightwave
  Technology, Inc., hereby severally constitute and appoint Gary Moskovitz and
  Mark P. Andrews, 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 on Form S-8 filed
  herewith and any and all subsequent amendments to said registration statement,
  and generally to do all such things in our names and on our behalf in our
  capacities as officers and directors to enable Lumenon Innovative Lightwave
  Technology, 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 by the following persons in the
  capacities and on the dates indicated.
  Signature                    Title                     Date
        ---------                    -----                     ----
  /s/ Gary Moskovitz        President, Chief Executive    November 29, 2001
  ---------------------     Officer, Secretary and
  Gary Moskovitz            Director (Principal
                            executive officer and
                            principal financial and
                            accounting officer)
  
  /s/ Mark P. Andrews       Vice President, Chief         November 29, 2001
  ---------------------     Technology Officer and
  Mark P. Andrews           Director
  
  /s/ Gilles Marcotte       Chairman of the Board         November 29, 2001
  ---------------------
  Gilles Marcotte
  
                            Director                      November 29, 2001
  ---------------------
  Pierre-Paul Allard
  -5-
  Signature                    Title                     Date
        ---------                    -----                     ----
  /s/ Guy Brunet            Director                      November 29, 2001
  ---------------------
  Guy Brunet
  
  /s/ Pierre-Andre Roy      Director                      November 29, 2001
  ---------------------
  Pierre-Andre Roy
  -6-
  INDEX TO EXHIBITS
  Number            Description
  ------            -----------
  4.1(1)            Amended and Restated Certificate of Incorporation of the
                    Registrant
  
  4.2(2)            Second Amended and Restated By-Laws of the Registrant
  
  5.1               Opinion of Hale and Dorr LLP, counsel to the Registrant
  
  23.1              Consent of Hale and Dorr LLP (included in Exhibit 5.1)
  
  23.2              Consent of KPMG LLP
  
  24.1              Power of attorney (included on the signature pages of this
                    registration statement)
  ----------
  (1)   Previously filed with the Securities and Exchange Commission as an Exhibit
        to the Registrant's Annual Report on Form 10-K, filed September 28, 2001,
        as amended, (File No. 000-27977) and incorporated herein by reference.
  
  (2)   Previously filed with the Securities and Exchange Commission as an Exhibit
        to the Registrant's Registration Statement in Form S-8, filed on August
        20, 2001 (File No. 333-67950) and incorporated herein by reference.