content: <PAGE>   1
                                                     Registration No. 333-________
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                          UNDER THE SECURITIES ACT OF 1933
                          --------------------------------
  
                                   Alkermes, Inc.
                                   --------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
               Pennsylvania                                    23-2472830
  ---------------------------------------                 -------------------
     (STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)
  
   64 Sidney Street, Cambridge, Massachusetts                 02139-4234
  --------------------------------------------            -------------------
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                   (ZIP CODE)
  
                                   Alkermes, Inc.
                               1999 Stock Option Plan
                               ----------------------
                              (FULL TITLE OF THE PLAN)
  
                                   Richard F. Pops
                               Chief Executive Officer
                                   Alkermes, Inc.
                                  64 Sidney Street
                        Cambridge, Massachusetts 02139-4234
                        -----------------------------------
                       (NAME AND ADDRESS OF AGENT FOR SERVICE)
  
                                   (617) 494-0171
                                --------------------
            (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
  
                                   with a copy to:
  
                             Jennifer L. Miller, Esquire
                       Ballard Spahr Andrews & Ingersoll, LLP
                                 1735 Market Street
                        Philadelphia, Pennsylvania 19103-7599
                                   (215) 665-8500
  
                           CALCULATION OF REGISTRATION FEE
                           -------------------------------
  
  <TABLE>
  <CAPTION>
  ----------------------- ----------------- ----------------------------- ---------------------------- ---------------------
   TITLE OF SECURITIES      AMOUNT TO BE     PROPOSED MAXIMUM OFFERING    PROPOSED MAXIMUM AGGREGATE        AMOUNT OF
     TO BE REGISTERED      REGISTERED(1)         PRICE PER SHARE(2)            OFFERING PRICE(2)         REGISTRATION FEE
  ----------------------- ----------------- ----------------------------- ---------------------------- ---------------------
  
  <S>                     <C>               <C>                           <C>                          <C>
  Common Stock,
  Par value $.01 per         2,400,000                 $37.97                     $91,128,000                $24,058
  share
  ----------------------- ----------------- ----------------------------- ---------------------------- ---------------------
  </TABLE>
  
  <PAGE>   2
  
  (1)  In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
       registration statement shall be deemed to cover an indeterminate number of
       additional shares of Common Stock issuable in the event the number of
       outstanding shares of the Company is increased by split-up,
       reclassification, stock dividend and the like.
  (2)  Estimated solely for the purpose of calculating the registration fee. In
       accordance with Rule 457(h), the price shown is based upon the average of
       the high and low price of the Company's Common Stock on October 20, 2000,
       $37.97, as reported on the Nasdaq National Market for securities of the
       same class as those to be offered.
  
  <PAGE>   3
  
            Part I and Items 4-7 and 9 of Part II of Alkermes, Inc.'s Registration
  Statement on Form S-8 (File No. 333-89573) are incorporated by reference herein
  pursuant to Instruction E of Form S-8.
  
            PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
            The following documents filed with the Securities and Exchange
  Commission (the "Commission") pursuant to the Securities Exchange Act of 1934
  (the "Exchange Act") by Alkermes, Inc. (the "Company") (File No. 0-19267) or
  pursuant to the Securities Act of 1933, as amended (the "Securities Act") are
  incorporated herein by reference:
  
            (a)  Annual Report on Form 10-K for the fiscal year ended March 31,
                 2000;
  
            (b)  Quarterly Report on Form 10-Q for the quarter ended June 30,
                 2000;
  
            (c)  Current Reports on Form 8-K dated March 30, 2000, April 28, 2000
                 and June 12, 2000; and
  
            (d)  Item 1 of Registration Statement of the Company on Form 8-A dated
                 June 28, 1991, as amended by a Report on Form 8-A/A dated January
                 17, 1997.
  
            All documents filed by the Company pursuant to Sections 13(a), 13(c),
  14 or 15(d) of the Exchange Act, after the date of this Registration Statement
  and prior to the termination of the offering, shall be deemed to be incorporated
  by reference herein and to be part hereof from the date of filing such
  documents. Any statement contained herein or in a document incorporated by
  reference or deemed to be incorporated by reference herein shall be deemed to be
  modified or superseded for purposes of this Registration Statement to the extent
  that such statement is modified or superseded by any other subsequently filed
  document which is incorporated or is deemed to be incorporated by reference
  herein. Any such statement so modified or superseded shall not be deemed, except
  as so modified or superseded, to constitute a part of this Registration
  Statement.
  
  ITEM 8. EXHIBITS.
  
       4.1  Specimen of Stock Certificate of Alkermes, Inc. (Incorporated by
            reference to Exhibit 4 to the Registrant's Registration Statement on
            Form S-1 as amended (File No. 33-40250)).
  
       4.2  Specimen of Preferred Stock Certificate of Alkermes, Inc.
            (Incorporated by reference to Exhibit 4.1 to the Registrant's
            Registration Statement on Form S-3 (File No. 333-50157)).
  
       4.3  Specimen of Non-Voting Common Stock Certificate of Alkermes, Inc.
            (Incorporated by reference to Exhibit 4.4 to the Registrant's Report
            on form 10-K for the fiscal year ended March 31, 1999).
  
       4.4  Indenture, dated as of March 1, 1998, between the Registrant and State
            Street Bank and Trust Company, as trustee (Incorporated by reference
            to Exhibit 4.7 to the Registrant's Registration Statement on Form S-3
            (File No. 333-50157)).
  
                                        II-1
  <PAGE>   4
  
       5    Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to the legality
            of the securities to be offered.
  
       23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included as part of
            Exhibit 5).
  
       23.2 Consent of Deloitte & Touche LLP.
  
       24   Power of Attorney (included in signature page).
  
       99   Alkermes, Inc. 1999 Stock Option Plan.
  
                                        II-2
  <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, in the City of Cambridge, Commonwealth of Massachusetts, on October
  27, 2000.
  
                                          ALKERMES, INC.
  
  
                                          By /s/ Richard F. Pops
                                             -------------------------------------
                                             Richard F. Pops
                                             Chief Executive Officer
  
            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.
  
            Each person whose signature appears below in so signing also makes,
  constitutes and appoints Richard F. Pops and James M. Frates, and each of them,
  his true and lawful attorney-in-fact, with full power of substitution, for him
  in any and all capacities, to execute and cause to be filed with the Securities
  and Exchange Commission any and all amendments and post-effective amendments to
  this Registration Statement, with exhibits thereto and other documents in
  connection therewith, and hereby ratifies and confirms all that said
  attorney-in-fact or his substitute or substitutes may do or cause to be done by
  virtue hereof.
  
  <TABLE>
  <CAPTION>
           Signature                          Title                   Date
           ---------                          -----                   ----
  
  
  <S>                                   <C>                       <C>
  /s/ Michael A. Wall                   Director and              October 27, 2000
  --------------------------------      Chairman of the
  Michael A. Wall                       Board
  
  /s/ Richard F. Pops                   Director and Chief        October 27, 2000
  --------------------------------      Executive Officer
  Richard F. Pops                       (Principal
                                        Executive Officer)
  
  /s/ Robert A. Breyer                  Director, President       October 27, 2000
  --------------------------------      and Chief Operating
  Robert A. Breyer                      Officer
  </TABLE>
  
                                        II-3
  <PAGE>   6
  
  <TABLE>
  <S>                                   <C>                            <C>
  /s/ James M. Frates                   Vice President, Chief          October 27, 2000
  --------------------------------      Financial Officer and
  James M. Frates                       Treasurer
                                        (Principal Financial Officer
                                        and Principal Accounting
                                        Officer)
  
  /s/ Floyd E. Bloom                    Director                       October 27, 2000
  --------------------------------
  Floyd E. Bloom
  
  /s/ John K. Clarke                    Director                       October 27, 2000
  --------------------------------
  John K. Clarke
  
                                        Director
  --------------------------------
  Alexander Rich
  
  /s/ Paul Schimmel                     Director                       October 27, 2000
  --------------------------------
  Paul Schimmel
  </TABLE>
  
                                        II-4
  <PAGE>   7
  
                                    EXHIBIT INDEX
  
  Number                              Exhibit
  ------                              -------
  
  4.1  Specimen of Stock Certificate of Alkermes, Inc. (Incorporated by reference
       to Exhibit 4 to the Registrant's Registration Statement on Form S-1 as
       amended (File No. 33-40250)).
  
  4.2  Specimen of Preferred Stock Certificate of Alkermes, Inc. (Incorporated by
       reference to Exhibit 4.1 to the Registrant's Registration Statement on Form
       S-3 (File No. 333-50157)).
  
  4.3  Specimen of Non-Voting Common Stock Certificate of Alkermes, Inc.
       (Incorporated by reference to Exhibit 4.4 to the Registrant's Report on
       form 10-K for the fiscal year ended March 31, 1999).
  
  4.4  Indenture, dated as of March 1, 1998, between the Registrant and State
       Street Bank and Trust Company, as trustee (Incorporated by reference to
       Exhibit 4.7 to the Registrant's Registration Statement on Form S-3 (File
       No. 333-50157)).
  
  5    Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to the legality of the
       securities to be offered.
  
  23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included as part of
       Exhibit 5).
  
  23.2 Consent of Deloitte & Touche LLP.
  
  24   Power of Attorney (included in signature page).
  
  99   Alkermes, Inc. 1999 Stock Option Plan.
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b37228ais-8.txt", "description": "ALKERMES, INC.", "secsgml_size_bytes": 12220}]
metadata_filer: {"company-data": {"conformed-name": "ALKERMES INC", "cik": "0000874663", "assigned-sic": "2834", "irs-number": "232472830", "state-of-incorporation": "PA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48772", "film-number": "747288"}, "business-address": {"street1": "64 SIDNEY ST", "city": "CAMBRIDGE", "state": "MA", "zip": "02139-4136", "phone": "6174940171"}}
text: 1
                                                     Registration No. 333-________
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                          UNDER THE SECURITIES ACT OF 1933
                          --------------------------------
  
                                   Alkermes, Inc.
                                   --------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
               Pennsylvania                                    23-2472830
  ---------------------------------------                 -------------------
     (STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)
  
   64 Sidney Street, Cambridge, Massachusetts                 02139-4234
  --------------------------------------------            -------------------
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                   (ZIP CODE)
  
                                   Alkermes, Inc.
                               1999 Stock Option Plan
                               ----------------------
                              (FULL TITLE OF THE PLAN)
  
                                   Richard F. Pops
                               Chief Executive Officer
                                   Alkermes, Inc.
                                  64 Sidney Street
                        Cambridge, Massachusetts 02139-4234
                        -----------------------------------
                       (NAME AND ADDRESS OF AGENT FOR SERVICE)
  
                                   (617) 494-0171
                                --------------------
            (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
  
                                   with a copy to:
  
                             Jennifer L. Miller, Esquire
                       Ballard Spahr Andrews & Ingersoll, LLP
                                 1735 Market Street
                        Philadelphia, Pennsylvania 19103-7599
                                   (215) 665-8500
  
                           CALCULATION OF REGISTRATION FEE
                           -------------------------------
  ----------------------- ----------------- ----------------------------- ---------------------------- ---------------------
   TITLE OF SECURITIES      AMOUNT TO BE     PROPOSED MAXIMUM OFFERING    PROPOSED MAXIMUM AGGREGATE        AMOUNT OF
     TO BE REGISTERED      REGISTERED(1)         PRICE PER SHARE(2)            OFFERING PRICE(2)         REGISTRATION FEE
  ----------------------- ----------------- ----------------------------- ---------------------------- ---------------------
  Common Stock,
  Par value $.01 per         2,400,000                 $37.97                     $91,128,000                $24,058
  share
  ----------------------- ----------------- ----------------------------- ---------------------------- ---------------------
  2
  
  (1)  In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
       registration statement shall be deemed to cover an indeterminate number of
       additional shares of Common Stock issuable in the event the number of
       outstanding shares of the Company is increased by split-up,
       reclassification, stock dividend and the like.
  (2)  Estimated solely for the purpose of calculating the registration fee. In
       accordance with Rule 457(h), the price shown is based upon the average of
       the high and low price of the Company's Common Stock on October 20, 2000,
       $37.97, as reported on the Nasdaq National Market for securities of the
       same class as those to be offered.
  3
  
            Part I and Items 4-7 and 9 of Part II of Alkermes, Inc.'s Registration
  Statement on Form S-8 (File No. 333-89573) are incorporated by reference herein
  pursuant to Instruction E of Form S-8.
  
            PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
            The following documents filed with the Securities and Exchange
  Commission (the "Commission") pursuant to the Securities Exchange Act of 1934
  (the "Exchange Act") by Alkermes, Inc. (the "Company") (File No. 0-19267) or
  pursuant to the Securities Act of 1933, as amended (the "Securities Act") are
  incorporated herein by reference:
  
            (a)  Annual Report on Form 10-K for the fiscal year ended March 31,
                 2000;
  
            (b)  Quarterly Report on Form 10-Q for the quarter ended June 30,
                 2000;
  
            (c)  Current Reports on Form 8-K dated March 30, 2000, April 28, 2000
                 and June 12, 2000; and
  
            (d)  Item 1 of Registration Statement of the Company on Form 8-A dated
                 June 28, 1991, as amended by a Report on Form 8-A/A dated January
                 17, 1997.
  
            All documents filed by the Company pursuant to Sections 13(a), 13(c),
  14 or 15(d) of the Exchange Act, after the date of this Registration Statement
  and prior to the termination of the offering, shall be deemed to be incorporated
  by reference herein and to be part hereof from the date of filing such
  documents. Any statement contained herein or in a document incorporated by
  reference or deemed to be incorporated by reference herein shall be deemed to be
  modified or superseded for purposes of this Registration Statement to the extent
  that such statement is modified or superseded by any other subsequently filed
  document which is incorporated or is deemed to be incorporated by reference
  herein. Any such statement so modified or superseded shall not be deemed, except
  as so modified or superseded, to constitute a part of this Registration
  Statement.
  
  ITEM 8. EXHIBITS.
  
       4.1  Specimen of Stock Certificate of Alkermes, Inc. (Incorporated by
            reference to Exhibit 4 to the Registrant's Registration Statement on
            Form S-1 as amended (File No. 33-40250)).
  
       4.2  Specimen of Preferred Stock Certificate of Alkermes, Inc.
            (Incorporated by reference to Exhibit 4.1 to the Registrant's
            Registration Statement on Form S-3 (File No. 333-50157)).
  
       4.3  Specimen of Non-Voting Common Stock Certificate of Alkermes, Inc.
            (Incorporated by reference to Exhibit 4.4 to the Registrant's Report
            on form 10-K for the fiscal year ended March 31, 1999).
  
       4.4  Indenture, dated as of March 1, 1998, between the Registrant and State
            Street Bank and Trust Company, as trustee (Incorporated by reference
            to Exhibit 4.7 to the Registrant's Registration Statement on Form S-3
            (File No. 333-50157)).
  
                                        II-1
  4
  
       5    Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to the legality
            of the securities to be offered.
  
       23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included as part of
            Exhibit 5).
  
       23.2 Consent of Deloitte & Touche LLP.
  
       24   Power of Attorney (included in signature page).
  
       99   Alkermes, Inc. 1999 Stock Option Plan.
  
                                        II-2
  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 Cambridge, Commonwealth of Massachusetts, on October
  27, 2000.
  
                                          ALKERMES, INC.
  
                                          By /s/ Richard F. Pops
                                             -------------------------------------
                                             Richard F. Pops
                                             Chief Executive Officer
  
            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.
  
            Each person whose signature appears below in so signing also makes,
  constitutes and appoints Richard F. Pops and James M. Frates, and each of them,
  his true and lawful attorney-in-fact, with full power of substitution, for him
  in any and all capacities, to execute and cause to be filed with the Securities
  and Exchange Commission any and all amendments and post-effective amendments to
  this Registration Statement, with exhibits thereto and other documents in
  connection therewith, and hereby ratifies and confirms all that said
  attorney-in-fact or his substitute or substitutes may do or cause to be done by
  virtue hereof.
  Signature                          Title                   Date
           ---------                          -----                   ----
  /s/ Michael A. Wall                   Director and              October 27, 2000
  --------------------------------      Chairman of the
  Michael A. Wall                       Board
  
  /s/ Richard F. Pops                   Director and Chief        October 27, 2000
  --------------------------------      Executive Officer
  Richard F. Pops                       (Principal
                                        Executive Officer)
  
  /s/ Robert A. Breyer                  Director, President       October 27, 2000
  --------------------------------      and Chief Operating
  Robert A. Breyer                      Officer
  II-3
  6
  /s/ James M. Frates                   Vice President, Chief          October 27, 2000
  --------------------------------      Financial Officer and
  James M. Frates                       Treasurer
                                        (Principal Financial Officer
                                        and Principal Accounting
                                        Officer)
  
  /s/ Floyd E. Bloom                    Director                       October 27, 2000
  --------------------------------
  Floyd E. Bloom
  
  /s/ John K. Clarke                    Director                       October 27, 2000
  --------------------------------
  John K. Clarke
  
                                        Director
  --------------------------------
  Alexander Rich
  
  /s/ Paul Schimmel                     Director                       October 27, 2000
  --------------------------------
  Paul Schimmel
  II-4
  7
  
                                    EXHIBIT INDEX
  
  Number                              Exhibit
  ------                              -------
  
  4.1  Specimen of Stock Certificate of Alkermes, Inc. (Incorporated by reference
       to Exhibit 4 to the Registrant's Registration Statement on Form S-1 as
       amended (File No. 33-40250)).
  
  4.2  Specimen of Preferred Stock Certificate of Alkermes, Inc. (Incorporated by
       reference to Exhibit 4.1 to the Registrant's Registration Statement on Form
       S-3 (File No. 333-50157)).
  
  4.3  Specimen of Non-Voting Common Stock Certificate of Alkermes, Inc.
       (Incorporated by reference to Exhibit 4.4 to the Registrant's Report on
       form 10-K for the fiscal year ended March 31, 1999).
  
  4.4  Indenture, dated as of March 1, 1998, between the Registrant and State
       Street Bank and Trust Company, as trustee (Incorporated by reference to
       Exhibit 4.7 to the Registrant's Registration Statement on Form S-3 (File
       No. 333-50157)).
  
  5    Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to the legality of the
       securities to be offered.
  
  23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included as part of
       Exhibit 5).
  
  23.2 Consent of Deloitte & Touche LLP.
  
  24   Power of Attorney (included in signature page).
  
  99   Alkermes, Inc. 1999 Stock Option Plan.