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 NON-OFFICER, NON-DIRECTOR
                            EMPLOYEE STOCK INCENTIVE 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, MASSACHUSETTS 02109
                              TELEPHONE: (617) 526-6000
                              TELECOPY: (617) 526-5000
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  Title of Securities to be            Amount to be        Proposed Maximum    Proposed Maximum        Amount of
  Registered                          Registered(1)         Offering Price    Aggregate Offering    Registration Fee
                                                             Per Share(2)          Price (2)
  <S>                                <C>                   <C>                <C>                   <C>
  Common Stock, $0.001 par
  value per share                    2,000,000 shares           $0.63             $1,260,000              $302
  </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 plan 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 plan 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
  
  
                                        -4-
  <PAGE>
  whether such indemnification by it is against public policy as expressed in the
  Securities Act and will be governed by the final adjudication of such issue.
  
  
                                        -5-
  <PAGE>
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in 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 Officer,             November 29, 2001
  ----------------------------          Secretary and Director (Principal
  Gary Moskovitz                        executive officer and principal
                                        financial and accounting officer)
  
  
  /s/ Mark P. Andrews                   Vice President, Chief Technology Officer        November 29, 2001
  ----------------------------          and Director
  Mark P. Andrews
  
  
  /s/ Gilles Marcotte                   Chairman of the Board                           November 29, 2001
  ----------------------------
  Gilles Marcotte
  </TABLE>
  
  
                                        -6-
  <PAGE>
  <TABLE>
  <CAPTION>
               Signature                                  Title                               Date
  
  <S>                                  <C>                                            <C>
  
  ----------------------------         Director                                      November 29, 2001
  Pierre-Paul Allard
  
  
  
  /s/ Guy Brunet                       Director                                      November 29, 2001
  ----------------------------
  Guy Brunet
  
  /s/ Pierre-Andre Roy                 Director                                      November 29, 2001
  ----------------------------
  Pierre-Andre Roy
  </TABLE>
  
  
                                        -7-
  <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 on Form S-8, filed
           August 20, 2001 (File No. 333-67950), and incorporated herein by
           reference.
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b41216l3s-8.txt", "description": "LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY, INC.", "secsgml_size_bytes": 22558}]
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": "333-74152", "film-number": "1802346"}, "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 NON-OFFICER, NON-DIRECTOR
                            EMPLOYEE STOCK INCENTIVE 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, MASSACHUSETTS 02109
                              TELEPHONE: (617) 526-6000
                              TELECOPY: (617) 526-5000
  
                           CALCULATION OF REGISTRATION FEE
  Title of Securities to be            Amount to be        Proposed Maximum    Proposed Maximum        Amount of
  Registered                          Registered(1)         Offering Price    Aggregate Offering    Registration Fee
                                                             Per Share(2)          Price (2)
  Common Stock, $0.001 par
  value per share                    2,000,000 shares           $0.63             $1,260,000              $302
  (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 plan 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 plan 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
  
                                        -4-
  whether such indemnification by it is against public policy as expressed in the
  Securities Act and will be governed by the final adjudication of such issue.
  
                                        -5-
  SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in 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 Officer,             November 29, 2001
  ----------------------------          Secretary and Director (Principal
  Gary Moskovitz                        executive officer and principal
                                        financial and accounting officer)
  
  /s/ Mark P. Andrews                   Vice President, Chief Technology Officer        November 29, 2001
  ----------------------------          and Director
  Mark P. Andrews
  
  /s/ Gilles Marcotte                   Chairman of the Board                           November 29, 2001
  ----------------------------
  Gilles Marcotte
  -6-
  Signature                                  Title                               Date
  ----------------------------         Director                                      November 29, 2001
  Pierre-Paul Allard
  
  /s/ Guy Brunet                       Director                                      November 29, 2001
  ----------------------------
  Guy Brunet
  
  /s/ Pierre-Andre Roy                 Director                                      November 29, 2001
  ----------------------------
  Pierre-Andre Roy
  -7-
  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 on Form S-8, filed
           August 20, 2001 (File No. 333-67950), and incorporated herein by
           reference.