content: <PAGE>
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                             --------------------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                   HYBRIDON, INC.
               (Exact name of registrant as specified in its charter)
  
                    DELAWARE                               04-3072298
         (State or other jurisdiction of                 (I.R.S. Employer
          incorporation or organization)                Identification No.)
  
                                  345 Vassar Street
                           Cambridge, Massachusetts 02139
                                   (617) 679-5500
                 (Address, including zip code and telephone number,
                           of Principal Executive Offices)
  
                                   HYBRIDON, INC.
                   AMENDED AND RESTATED 1997 STOCK INCENTIVE PLAN
                              (Full title of the plan)
  
                                  STEPHEN R. SEILER
                               Chief Executive Officer
                                   Hybridon, Inc.
                                  345 Vassar Street
                           Cambridge, Massachusetts 02139
                                   (617) 679-5500
                       (Name, address, including zip code, and
            telephone number, including area code, of agent for service)
  
  
  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
  Registration Statement also covers an indeterminate amount of interests to be
  offered or sold pursuant to the employee benefit plan described herein.
  
  
  <PAGE>
  
  
                           CALCULATION OF REGISTRATION FEE
  
  
  Title of Each                        Proposed       Proposed
  Class of                             Maximum        Maximum
  Securities          Amount           Offering       Aggregate      Amount of
  to be               to be            Price Per      Offering       Registration
  Registered          Registered       Share          Price          Fee
  ------------        ----------       ---------      ---------      ------------
  
  Common Stock
  $.001 par           7,000,000        $.91           $6,370,000     $1,592.50
  value
  
  
           Estimated solely for purposes of calculating the registration fee
  pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based upon
  the average of the high and low sales prices for the Common Stock reported on
  the Nasdaq OTC Bulletin Board on October 17, 2001.
  
           The purpose of this Registration Statement is to register 7,000,000
  additional shares of common stock, $.001 par value, of Hybridon, Inc. issuable
  pursuant to the Hybridon, Inc. Amended and Restated 1997 Stock Incentive Plan,
  as amended.
  
                       STATEMENT OF INCORPORATION BY REFERENCE
  
           Pursuant to General Instruction E of Form S-8, the Registrant hereby
  incorporates by reference the contents of its Form S-8 Registration Statement
  No. 333-34008 (filed April 4, 2000).
  
  Item 8.           EXHIBITS
  
  EXHIBIT
    NO.       DESCRIPTION
  -------     -----------
  
     4.1      Restated Certificate of Incorporation of the Registrant, as amended
              (incorporated by reference to Exhibit 3.1 filed as part of the
              Registrant's Annual Report on Form 10-K for the year ended
              December 31, 1997).
  
     4.2      Amended and Restated By-laws of the Registrant (incorporated by
              reference to Exhibits to the Registrant's Registration Statement
              on Form S-1, File No. 33-99024).
  
     5        Opinion and Consent of Holland & Knight LLP, Counsel to the Company,
              as to the legality of the Common Stock offered hereunder.
  
  <PAGE>
  
     23.1     Consent of Arthur Andersen LLP.
  
     23.2     Consent of Holland & Knight LLP (included in Exhibit 5).
  
     24       Power of Attorney (contained in the signature page of this
              Registration Statement).
  
     99.1     Hybridon, Inc. Amended and Restated 1997 Stock Incentive Plan.
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  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 Cambridge, Massachusetts on this 19th day of October, 2001.
  
                                              HYBRIDON, INC.
  
  
                                              By: /s/ Stephen R. Seiler
                                                 ---------------------------------
                                                      Stephen R. Seiler
  
                          POWER OF ATTORNEY AND SIGNATURES
  
           The undersigned officers and directors of Hybridon, Inc. hereby
  constitute and appoint Robert G. Andersen the true and lawful agent and
  attorney-in-fact of the undersigned with full power and authority to sign for
  the undersigned in their names, in any and all capacities, any and all
  amendments (including post-effective amendments) to this Registration Statement
  and generally to take all such steps as may be necessary or appropriate to
  enable Hybridon, Inc. to comply with the provisions of the Securities Act of
  1933, as amended, and all requirements of the Securities and Exchange Commission
  related thereto, hereby ratifying and confirming all acts taken by such agents
  and attorneys-in-fact, as herein authorized.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed below by the following persons in the
  capacities indicated on October 19, 2001.
  
                    Signature                          Title(s)
                    -----------                        ---------
  
  /s/ Dr. James B. Wyngaarden                 Chairman of the Board of
  ----------------------------------------    Directors
  Dr. James B. Wyngaarden
  
  /s/ Stephen R. Seiler                       Chief Executive Officer
  ----------------------------------------    (Principal Executive Officer)
  Stephen R. Seiler                           and Director
  
  /s/  Sudhir Agrawal                         President, Chief Scientific Officer
  ----------------------------------------    and Director
  Dr. Sudhir Agrawal
  <PAGE>
  
  
  
  /s/ Robert G. Andersen                      Chief Financial Officer
  -----------------------------------------   and Vice President of
  Robert G. Andersen                          Operations and Planning
  
                                              Director
  ----------------------------------------
  Arthur W. Berry
  
                                              Director
  ----------------------------------------
  Camille A. Chebeir
  
  /s/ Youssef El Zein                         Director
  ----------------------------------------
  Youssef El Zein
  
  /s/ C. Keith Hartley                        Director
  ----------------------------------------
  C. Keith Hartley
  
  /s/ Nasser Menhall                          Director
  -----------------------------------------
  Nasser Menhall
  
  /s/ Paul C. Zamecnik                        Director
  ----------------------------------------
  Dr. Paul C. Zamecnik
  
  
  
  <PAGE>
                                      EXHIBITS
  
                                         TO
  
                                   HYBRIDON, INC.
  
                         REGISTRATION STATEMENT ON FORM S-8
  
                                    Exhibit Index
  
  The following exhibits are filed herewith as part of this Registration
  Statement:
  
  EXHIBIT
    NO.            DESCRIPTION
  -------          -----------
  
    4.1            Restated Certificate of Incorporation of the Registrant, as
                   amended (incorporated by reference to Exhibit 3.1 filed
                   as part of the Registrant's Annual Report on Form 10-K for
                   the year ended December 31, 1997).
  
    4.2            Amended and Restated By-laws of the Registrant (incorporated
                   by reference to Exhibits to the Registrant's Registration
                   Statement on Form S-1, File No. 33-99024).
  
    5              Opinion and Consent of Holland & Knight LLP, Counsel to the
                   Company, as to the legality of the Common Stock offered
                   hereunder.
  
    23.1           Consent of Arthur Andersen LLP.
  
    23.2           Consent of Holland & Knight LLP (included in Exhibit 5).
  
    24             Power of Attorney (contained in the signature page of
                   this Registration Statement).
  
    99.1           Hybridon, Inc. Amended and Restated 1997 Stock Incentive Plan.
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b40803his-8.txt", "description": "HYBRIDON, INC.", "secsgml_size_bytes": 8879}]
metadata_filer: {"company-data": {"conformed-name": "HYBRIDON INC", "cik": "0000861838", "assigned-sic": "2836", "irs-number": "043072298", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71938", "film-number": "1762851"}, "business-address": {"street1": "345 VASSAR STREET", "city": "CAMBRIDGE", "state": "MA", "zip": "02139", "phone": "6176795500"}, "mail-address": {"street1": "345 VASSAR STREET", "city": "CAMBRIDGE", "state": "MA", "zip": "02139"}}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                             --------------------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                   HYBRIDON, INC.
               (Exact name of registrant as specified in its charter)
  
                    DELAWARE                               04-3072298
         (State or other jurisdiction of                 (I.R.S. Employer
          incorporation or organization)                Identification No.)
  
                                  345 Vassar Street
                           Cambridge, Massachusetts 02139
                                   (617) 679-5500
                 (Address, including zip code and telephone number,
                           of Principal Executive Offices)
  
                                   HYBRIDON, INC.
                   AMENDED AND RESTATED 1997 STOCK INCENTIVE PLAN
                              (Full title of the plan)
  
                                  STEPHEN R. SEILER
                               Chief Executive Officer
                                   Hybridon, Inc.
                                  345 Vassar Street
                           Cambridge, Massachusetts 02139
                                   (617) 679-5500
                       (Name, address, including zip code, and
            telephone number, including area code, of agent for service)
  
  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
  Registration Statement also covers an indeterminate amount of interests to be
  offered or sold pursuant to the employee benefit plan described herein.
  CALCULATION OF REGISTRATION FEE
  
  Title of Each                        Proposed       Proposed
  Class of                             Maximum        Maximum
  Securities          Amount           Offering       Aggregate      Amount of
  to be               to be            Price Per      Offering       Registration
  Registered          Registered       Share          Price          Fee
  ------------        ----------       ---------      ---------      ------------
  
  Common Stock
  $.001 par           7,000,000        $.91           $6,370,000     $1,592.50
  value
  
           Estimated solely for purposes of calculating the registration fee
  pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based upon
  the average of the high and low sales prices for the Common Stock reported on
  the Nasdaq OTC Bulletin Board on October 17, 2001.
  
           The purpose of this Registration Statement is to register 7,000,000
  additional shares of common stock, $.001 par value, of Hybridon, Inc. issuable
  pursuant to the Hybridon, Inc. Amended and Restated 1997 Stock Incentive Plan,
  as amended.
  
                       STATEMENT OF INCORPORATION BY REFERENCE
  
           Pursuant to General Instruction E of Form S-8, the Registrant hereby
  incorporates by reference the contents of its Form S-8 Registration Statement
  No. 333-34008 (filed April 4, 2000).
  
  Item 8.           EXHIBITS
  
  EXHIBIT
    NO.       DESCRIPTION
  -------     -----------
  
     4.1      Restated Certificate of Incorporation of the Registrant, as amended
              (incorporated by reference to Exhibit 3.1 filed as part of the
              Registrant's Annual Report on Form 10-K for the year ended
              December 31, 1997).
  
     4.2      Amended and Restated By-laws of the Registrant (incorporated by
              reference to Exhibits to the Registrant's Registration Statement
              on Form S-1, File No. 33-99024).
  
     5        Opinion and Consent of Holland & Knight LLP, Counsel to the Company,
              as to the legality of the Common Stock offered hereunder.
  23.1     Consent of Arthur Andersen LLP.
  
     23.2     Consent of Holland & Knight LLP (included in Exhibit 5).
  
     24       Power of Attorney (contained in the signature page of this
              Registration Statement).
  
     99.1     Hybridon, Inc. Amended and Restated 1997 Stock Incentive Plan.
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  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 Cambridge, Massachusetts on this 19th day of October, 2001.
  
                                              HYBRIDON, INC.
  
                                              By: /s/ Stephen R. Seiler
                                                 ---------------------------------
                                                      Stephen R. Seiler
  
                          POWER OF ATTORNEY AND SIGNATURES
  
           The undersigned officers and directors of Hybridon, Inc. hereby
  constitute and appoint Robert G. Andersen the true and lawful agent and
  attorney-in-fact of the undersigned with full power and authority to sign for
  the undersigned in their names, in any and all capacities, any and all
  amendments (including post-effective amendments) to this Registration Statement
  and generally to take all such steps as may be necessary or appropriate to
  enable Hybridon, Inc. to comply with the provisions of the Securities Act of
  1933, as amended, and all requirements of the Securities and Exchange Commission
  related thereto, hereby ratifying and confirming all acts taken by such agents
  and attorneys-in-fact, as herein authorized.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed below by the following persons in the
  capacities indicated on October 19, 2001.
  
                    Signature                          Title(s)
                    -----------                        ---------
  
  /s/ Dr. James B. Wyngaarden                 Chairman of the Board of
  ----------------------------------------    Directors
  Dr. James B. Wyngaarden
  
  /s/ Stephen R. Seiler                       Chief Executive Officer
  ----------------------------------------    (Principal Executive Officer)
  Stephen R. Seiler                           and Director
  
  /s/  Sudhir Agrawal                         President, Chief Scientific Officer
  ----------------------------------------    and Director
  Dr. Sudhir Agrawal
  /s/ Robert G. Andersen                      Chief Financial Officer
  -----------------------------------------   and Vice President of
  Robert G. Andersen                          Operations and Planning
  
                                              Director
  ----------------------------------------
  Arthur W. Berry
  
                                              Director
  ----------------------------------------
  Camille A. Chebeir
  
  /s/ Youssef El Zein                         Director
  ----------------------------------------
  Youssef El Zein
  
  /s/ C. Keith Hartley                        Director
  ----------------------------------------
  C. Keith Hartley
  
  /s/ Nasser Menhall                          Director
  -----------------------------------------
  Nasser Menhall
  
  /s/ Paul C. Zamecnik                        Director
  ----------------------------------------
  Dr. Paul C. Zamecnik
  EXHIBITS
  
                                         TO
  
                                   HYBRIDON, INC.
  
                         REGISTRATION STATEMENT ON FORM S-8
  
                                    Exhibit Index
  
  The following exhibits are filed herewith as part of this Registration
  Statement:
  
  EXHIBIT
    NO.            DESCRIPTION
  -------          -----------
  
    4.1            Restated Certificate of Incorporation of the Registrant, as
                   amended (incorporated by reference to Exhibit 3.1 filed
                   as part of the Registrant's Annual Report on Form 10-K for
                   the year ended December 31, 1997).
  
    4.2            Amended and Restated By-laws of the Registrant (incorporated
                   by reference to Exhibits to the Registrant's Registration
                   Statement on Form S-1, File No. 33-99024).
  
    5              Opinion and Consent of Holland & Knight LLP, Counsel to the
                   Company, as to the legality of the Common Stock offered
                   hereunder.
  
    23.1           Consent of Arthur Andersen LLP.
  
    23.2           Consent of Holland & Knight LLP (included in Exhibit 5).
  
    24             Power of Attorney (contained in the signature page of
                   this Registration Statement).
  
    99.1           Hybridon, Inc. Amended and Restated 1997 Stock Incentive Plan.