content: <PAGE>
       As filed with the Securities and Exchange Commission on August 15, 2002
  
                                                        Registration No. 333-_____
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                THE MEDICINES COMPANY
               (Exact Name of Registrant as Specified in Its Charter)
  
           DELAWARE                                              04-3324394
  (State or Other Jurisdiction of                             (I.R.S. Employer
  Incorporation or Organization)                             Identification No.)
  
  5 SYLVAN WAY, SUITE 200, PARSIPPANY, NEW JERSEY                  07054
  (Address of Principal Executive Offices)                       (Zip Code)
  
                              1998 STOCK INCENTIVE PLAN
                              (Full Title of the Plan)
  
                                  CLIVE A. MEANWELL
                                      CHAIRMAN
                               5 SYLVAN WAY, SUITE 200
                            PARSIPPANY, NEW JERSEY 07054
                       (Name and Address of Agent For Service)
                                   (973) 656-1616
            (Telephone Number, Including Area Code, of Agent For Service)
  
  <TABLE>
  <CAPTION>
                                        CALCULATION OF REGISTRATION FEE
  
  ====================================================================================================================
                                                        Proposed              Proposed
                                                        Maximum                Maximum
  Title of Securities          Amount to be        Offering Price Per     Aggregate Offering           Amount of
  to be Registered            Registered (1)             Share                  Price               Registration Fee
  --------------------------------------------------------------------------------------------------------------------
  <S>                        <C>                         <C>                   <C>                      <C>
  Common Stock, $0.001
  par value per share        1,750,000 shares            $9.12(2)              $15,960,000(2)           $1,469
  ====================================================================================================================
  </TABLE>
  
  (1)      In accordance with Rule 416 under the Securities Act of 1933, as
           amended (the "Securities Act"), this registration statement shall be
           deemed to cover additional securities that may from time to time 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, 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 August 9, 2002, a
           date within five business days of the filing of this registration
           statement.
  
  <PAGE>
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
                       STATEMENT OF INCORPORATION BY REFERENCE
  
           This registration statement on Form S-8 is filed to register the offer
  and sale of an additional 1,750,000 shares of the registrant's common stock,
  $0.001 par value per share, to be issued under the registrant's 1998 Stock
  Incentive Plan (the "Plan"). This registration statement incorporates by
  reference the registration statement on Form S-8, File No. 333-44884, filed by
  the registrant on August 31, 2000, relating to the Plan.
  
           ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Hale and Dorr LLP, counsel for the registrant, has opined as to the
  legality of the securities being offered by this registration statement.
  Attorneys at Hale and Dorr LLP own, in the aggregate, 18,844 shares of the
  registrant's common stock, and a related investment partnership owns warrants
  which are exercisable to purchase up to an additional 1,554 shares of common
  stock.
  
           ITEM 8. EXHIBITS.
  
           The Index to Exhibits immediately preceding the exhibits is
  incorporated herein by reference.
  
  
  
  <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 Parsippany, New Jersey, on this 15th day of August, 2002.
  
                                THE MEDICINES COMPANY
  
                                By: /s/ Clive A. Meanwell
                                   ------------------------------------------
                                   Clive A. Meanwell
                                   Chairman
  
                          POWER OF ATTORNEY AND SIGNATURES
  
           We, the undersigned officers and directors of The Medicines Company,
  hereby severally constitute and appoint Clive A. Meanwell, David M. Stack and
  Steven H. Koehler, 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 The Medicines Company 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/ Clive A. Meanwell                 Chairman                                     July 24, 2002
  --------------------------------      (Principal executive officer)                --------------
  Clive A. Meanwell
  
  
  
  /s/ Steven H. Koehler                 Chief Financial Officer                      July 24, 2002
  --------------------------------      (Principal accounting officer)               -------------
  Steven H. Koehler
  
  
  
  /s/ Leonard Bell                      Director                                     July 24, 2002
  --------------------------------                                                   -------------
  Leonard Bell
  
  
  
  /s/ Stewart J. Hen                    Director                                     July 24, 2002
  --------------------------------                                                   -------------
  Stewart J. Hen
  
  </TABLE>
  
  
                                        -2-
  
  <PAGE>
  
  <TABLE>
  <S>                                   <C>                                       <C>
  
  /s/ M. Fazle Husain                   Director                                  July 24, 2002
  --------------------------------                                                -------------
  M. Fazle Husain
  
  
  
  /s/ T. Scott Johnson                  Director                                  July 24, 2002
  --------------------------------                                                -------------
  T. Scott Johnson
  
  
  
  /s/ Armin M. Kessler                  Director                                  July 24, 2002
  --------------------------------                                                -------------
  Armin M. Kessler
  
  
  
  /s/ Nicholas J. Lowcock               Director                                  July 24, 2002
  --------------------------------                                                -------------
  Nicholas J. Lowcock
  
  
  /s/ David M. Stack                    Director                                  July 24, 2002
  --------------------------------                                                -------------
  David M. Stack
  
  
  /s/ James E. Thomas                   Director                                  July 24, 2002
  --------------------------------                                                -------------
  James E. Thomas
  </TABLE>
  
  
  
  
                                        -3-
  
  
  <PAGE>
                                  INDEX TO EXHIBITS
  
  Number           Description
  ------           -----------
  
    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 Ernst & Young LLP
  
   24.1            Power of attorney (included on the signature pages of this
                   registration statement)
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b43948mcsv8.txt", "description": "THE MEDICINES COMPANY", "secsgml_size_bytes": 9478}]
metadata_filer: {"company-data": {"conformed-name": "MEDICINES CO/ MA", "cik": "0001113481", "assigned-sic": "2834", "irs-number": "043324394", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-98191", "film-number": "02739781"}, "business-address": {"street1": "ONE CAMBRIDGE CTR", "city": "CAMBRIDGE", "state": "MA", "zip": "02142", "phone": "6172259099"}}
text: As filed with the Securities and Exchange Commission on August 15, 2002
  
                                                        Registration No. 333-_____
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                THE MEDICINES COMPANY
               (Exact Name of Registrant as Specified in Its Charter)
  
           DELAWARE                                              04-3324394
  (State or Other Jurisdiction of                             (I.R.S. Employer
  Incorporation or Organization)                             Identification No.)
  
  5 SYLVAN WAY, SUITE 200, PARSIPPANY, NEW JERSEY                  07054
  (Address of Principal Executive Offices)                       (Zip Code)
  
                              1998 STOCK INCENTIVE PLAN
                              (Full Title of the Plan)
  
                                  CLIVE A. MEANWELL
                                      CHAIRMAN
                               5 SYLVAN WAY, SUITE 200
                            PARSIPPANY, NEW JERSEY 07054
                       (Name and Address of Agent For Service)
                                   (973) 656-1616
            (Telephone Number, Including Area Code, of Agent For Service)
  CALCULATION OF REGISTRATION FEE
  
  ====================================================================================================================
                                                        Proposed              Proposed
                                                        Maximum                Maximum
  Title of Securities          Amount to be        Offering Price Per     Aggregate Offering           Amount of
  to be Registered            Registered (1)             Share                  Price               Registration Fee
  --------------------------------------------------------------------------------------------------------------------
  Common Stock, $0.001
  par value per share        1,750,000 shares            $9.12(2)              $15,960,000(2)           $1,469
  ====================================================================================================================
  (1)      In accordance with Rule 416 under the Securities Act of 1933, as
           amended (the "Securities Act"), this registration statement shall be
           deemed to cover additional securities that may from time to time 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, 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 August 9, 2002, a
           date within five business days of the filing of this registration
           statement.
  PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
                       STATEMENT OF INCORPORATION BY REFERENCE
  
           This registration statement on Form S-8 is filed to register the offer
  and sale of an additional 1,750,000 shares of the registrant's common stock,
  $0.001 par value per share, to be issued under the registrant's 1998 Stock
  Incentive Plan (the "Plan"). This registration statement incorporates by
  reference the registration statement on Form S-8, File No. 333-44884, filed by
  the registrant on August 31, 2000, relating to the Plan.
  
           ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Hale and Dorr LLP, counsel for the registrant, has opined as to the
  legality of the securities being offered by this registration statement.
  Attorneys at Hale and Dorr LLP own, in the aggregate, 18,844 shares of the
  registrant's common stock, and a related investment partnership owns warrants
  which are exercisable to purchase up to an additional 1,554 shares of common
  stock.
  
           ITEM 8. EXHIBITS.
  
           The Index to Exhibits immediately preceding the exhibits is
  incorporated herein by reference.
  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 Parsippany, New Jersey, on this 15th day of August, 2002.
  
                                THE MEDICINES COMPANY
  
                                By: /s/ Clive A. Meanwell
                                   ------------------------------------------
                                   Clive A. Meanwell
                                   Chairman
  
                          POWER OF ATTORNEY AND SIGNATURES
  
           We, the undersigned officers and directors of The Medicines Company,
  hereby severally constitute and appoint Clive A. Meanwell, David M. Stack and
  Steven H. Koehler, 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 The Medicines Company 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/ Clive A. Meanwell                 Chairman                                     July 24, 2002
  --------------------------------      (Principal executive officer)                --------------
  Clive A. Meanwell
  
  /s/ Steven H. Koehler                 Chief Financial Officer                      July 24, 2002
  --------------------------------      (Principal accounting officer)               -------------
  Steven H. Koehler
  
  /s/ Leonard Bell                      Director                                     July 24, 2002
  --------------------------------                                                   -------------
  Leonard Bell
  
  /s/ Stewart J. Hen                    Director                                     July 24, 2002
  --------------------------------                                                   -------------
  Stewart J. Hen
  -2-
  /s/ M. Fazle Husain                   Director                                  July 24, 2002
  --------------------------------                                                -------------
  M. Fazle Husain
  
  /s/ T. Scott Johnson                  Director                                  July 24, 2002
  --------------------------------                                                -------------
  T. Scott Johnson
  
  /s/ Armin M. Kessler                  Director                                  July 24, 2002
  --------------------------------                                                -------------
  Armin M. Kessler
  
  /s/ Nicholas J. Lowcock               Director                                  July 24, 2002
  --------------------------------                                                -------------
  Nicholas J. Lowcock
  
  /s/ David M. Stack                    Director                                  July 24, 2002
  --------------------------------                                                -------------
  David M. Stack
  
  /s/ James E. Thomas                   Director                                  July 24, 2002
  --------------------------------                                                -------------
  James E. Thomas
  -3-
  INDEX TO EXHIBITS
  
  Number           Description
  ------           -----------
  
    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 Ernst & Young LLP
  
   24.1            Power of attorney (included on the signature pages of this
                   registration statement)