content: <PAGE>
           AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 18, 2002.
                                                         REGISTRATION NO. 333-____
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                   MATRITECH, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
             DELAWARE                                     04-2985132
  (State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
   Incorporation or Organization)
  
                                  330 NEVADA STREET
                                  NEWTON, MA 02460
                                   (617) 928-0820
  
                 (Address of Principal Executive Offices) (Zip Code)
  
                                  ----------------
  
                        2002 STOCK OPTION AND INCENTIVE PLAN
                    2002 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                          2002 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plans)
  
                                  ----------------
  
                                  STEPHEN D. CHUBB
                        Chairman and Chief Executive Officer
                                   MATRITECH, INC.
                                  330 Nevada Street
                                  Newton, MA 02460
                                   (617) 928-0820
              (Name, Address, Including Zip Code, and Telephone Number,
                     Including Area Code, of Agent for Service)
  
  <PAGE>
  
                                      Copy to:
                                 Rufus C. King, Esq.
                           Testa, Hurwitz & Thibeault, LLP
                                   125 High Street
                                  Boston, MA 02110
                                   (617) 248-7000
  
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  
  ===================================================================================================================
  Title of Securities              Amount to be     Proposed Maximum       Proposed Maximum
  to be Registered                 Registered(1)    Offering Price Per     Aggregate Offering    Amount of
                                                    Share(2)               Price                 Registration
                                                                                                 Fee (3)
  ----------------------------------------------- -------------------------------------------------------------------
  <S>                                  <C>           <C>                    <C>                  <C>
  2002 STOCK OPTION AND
  INCENTIVE PLAN Common Stock,        2,000,000     $2.39                  $4,780,000             $439.76
  $.01 par value per share
  -------------------------------------------------------------------------------------------------------------------
  2002 NON-EMPLOYEE DIRECTOR
  STOCK OPTION PLAN                     965,000     $2.39                  $2,306,350             $212.18
  Common Stock, $.01 par value
  per share
  -------------------------------------------------------------------------------------------------------------------
  2002 EMPLOYEE STOCK PURCHASE
  PLAN                                  225,000     $2.39                  $  537,750             $ 49.47
  Common Stock, $.01 par value
  per share
  ===================================================================================================================
  </TABLE>
  --------------------
  
  (1) In addition, pursuant to Rule 416(a), this Registration Statement also
  covers such indeterminate number of additional shares of Common Stock as is
  necessary to eliminate any dilutive effect of any future stock splits, stock
  dividends or similar transactions.
  
  (2) The price of $2.39 per share, which is the average of the high and low
  prices of the Common Stock of the Registrant reported on the Nasdaq National
  Market on July 11, 2002, is set forth solely for purposes of calculating the
  filing fee pursuant to Rule 457(c) and (h).
  
  (3) Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
  amended.
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION.
  
           The documents containing the information specified in this Item 1 will
  be sent or given to employees, directors and others as specified by Rule
  428(b)(1). In accordance with the rules and regulations of the Securities and
  Exchange Commission (the "Commission") and the instructions
  
  <PAGE>
  
  to Form S-8, such documents are not being filed with the Commission either as
  part of this Registration Statement or as prospectuses or prospectus supplements
  pursuant to Rule 424.
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
  The documents containing the information specified in this Item 2 will be sent
  or given to employees, directors or others as specified by Rule 428(b)(1). In
  accordance with the rules and regulations of the Commission and the instructions
  to Form S-8, such documents are not being filed with the Commission either as
  part of this Registration Statement or as prospectuses or prospectus supplements
  pursuant to Rule 424.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
              The following documents filed by Matritech, Inc. (the "Registrant")
  with the Commission pursuant to the Securities Exchange Act of 1934, as amended
  (the "Exchange Act"), are incorporated by reference in this Registration
  Statement:
  
           (a) The Registrant's annual report on Form 10-K for the fiscal year
  ended December 31, 2001, as filed with the Commission pursuant to Section 13(a)
  or 15(d) of the Exchange Act, which contains audited financial statements for
  the fiscal year ended December 31, 2001. After reasonable efforts, the
  Registrant is unable to obtain the consent of Arthur Andersen LLP to the
  incorporation into this registration statement of their report with respect to
  the consolidated financial statements of the Registrant which appeared in its
  Annual Report on Form 10-K for the year ended December 31, 2001. Under these
  circumstances, Rule 437a under the Securities Act of 1933, as amended (the
  "Securities Act"), permits the Registrant to dispense with the requirement to
  file such written consent in reliance on Rule 437a. Because Arthur Andersen LLP
  has not consented to the inclusion of their reports included or made a part of
  this Registration Statement, stockholders will not be able to recover against
  Arthur Andersen LLP under Section 11 of the Securities Act for any untrue
  statements of a material fact contained in the consolidated financial statements
  for the year ended December 31, 2001, audited by Arthur Andersen or any
  omissions to state a material fact required to be stated therein. In addition,
  the ability of Arthur Andersen to satisfy any claims (including claims arising
  from Arthur Andersen's provision of auditing and other services to the
  Registrant) may be limited as a practical matter due to recent events involving
  Arthur Andersen.
  
           (b) The Registrant's quarterly report on Form 10-Q for the fiscal
  quarter ended March 31, 2002, as filed with the Commission pursuant to Section
  13(a) or 15(d) of the Exchange Act, which contains unaudited financial
  statements for the fiscal quarter ended March 31, 2002. Please see the
  disclosure required under Securities Act Rule 437a in paragraph (a) of this Item
  3, above.
  
  <PAGE>
  
           (c) The description of the Registrant's common stock, $.01 par value
  per share, contained in the section entitled "Description of Registrant's
  Securities to be Registered" contained in the Registrant's registration
  statement on Form 8-A filed with the Commission on March 10, 1992, including any
  amendment or report filed for the purpose of updating the description of the
  Registrant's Common Stock.
  
           All documents subsequently filed with the Commission 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 herein 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 a part hereof from the date of filing of such documents.
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Pursuant to the provisions of Section 145 of the Delaware General
  Corporation Law ("DGCL"), the Registrant has the power to indemnify certain
  persons, including its officers and directors, under stated circumstances and
  subject to certain limitations, for liabilities incurred in connection with
  services performed in good faith for the Registrant or for other organizations
  at the request of the Registrant.
  
           Article Seventh of the Registrant's Amended and Restated Certificate of
  Incorporation provides that no director of the Registrant shall be liable for
  monetary damages for breach of fiduciary duty, except to the extent that the
  DGCL prohibits the elimination of liability of directors for breach of fiduciary
  duty.
  
           Article Twelfth of the Registrant's Amended and Restated Certificate of
  Incorporation 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 or her by virtue of his or her position as a
  director or officer of the Registrant if he or she acted in good faith and in a
  manner he or she 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 or her 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 Registrant brought against him or her by virtue
  of his or her position as a director or officer of the Registrant if he or she
  acted in good faith and in a manner he or she reasonably believed to be in, or
  not opposed to, the best interests of the Registrant, except that no
  
  <PAGE>
  
  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 or she 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 or she is required to be
  indemnified by the Company against all expenses (including attorneys' fees)
  incurred in connection therewith. Expenses shall be advanced to a director or
  officer at his or her request, provided that he or she undertakes to repay the
  amount advanced if it is ultimately determined that he or she is not entitled to
  indemnification for such expenses.
  
           Article Twelfth of the Company's Amended and Restated Certificate of
  Incorporation, as amended, further provides that the indemnification provided
  therein is not exclusive and provides that in the event that the DGCL is amended
  to expand or limit the indemnification permitted to directors or officers, the
  Company must indemnify those persons to the fullest extent permitted by such
  law, as so amended.
  
           In addition to the indemnification provided by Section 145 of the DGCL,
  the Company has entered into an Indemnity Agreement with each of its directors
  pursuant to which the Company agrees to indemnify that director for (1) all
  expenses, liabilities, judgments, fines and amounts paid in settlement actually
  and reasonably incurred in connection with any legal action, suit or proceeding
  against the director by reason of the fact that he or she was an agent of the
  Company if he or she acted in good faith and in a manner he or she reasonably
  believed to be in or not opposed to the best interests of the Company, and with
  respect to any criminal proceedings had no reasonable cause to believe his or
  her conduct was unlawful, and (2) all expenses incurred in connection with the
  investigation, defense, settlement or appeal of any legal action or proceeding
  brought against the director by or in the right of the Company by reason of any
  action taken or not taken by him or her in his or her capacity as a director of
  the Company if he or she acted in good faith and in a manner he or she
  reasonably believed to be in or not opposed to the best interests of the
  Company. The Company is not obligated under the terms of the Indemnity
  Agreements to indemnify its directors (a) for expenses or liabilities paid
  directly to the directors by directors' and officers' insurance, (b) on account
  of any claims against the directors for an accounting of profits made from the
  purchase or sale by directors of securities of the Company pursuant to Section
  16(b) of the Securities Act (c) if indemnification would not be lawful.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8. EXHIBITS.
  
   EXHIBIT
    NUMBER                        DESCRIPTION OF EXHIBIT
  --------                        ----------------------
  
  <PAGE>
   4.1      Specimen Common Stock Certificate (filed as Exhibit 4.2 to the
            Registrant's Registration Statement No. 33-46158) and incorporated
            herein by reference).
  
   4.2      Amended and Restated Certificate of Incorporation of the Registrant
            (filed as Exhibit 3.1 of the Registrant's Annual Report on Form 10-K
            for the fiscal year ended December 31, 2001 and incorporated herein by
            reference).
  
   4.3      Amended and Restated By-Laws of the Registrant (filed as Exhibit 3.2
            of the Registrant's Annual Report on Form 10-K for the fiscal year
            ended December 31, 2001 and incorporated herein by reference).
  
   4.4      Certificate of Amendment dated June 16, 1994, of Amended and Restated
            Certificate of Incorporation of the Registrant (filed as Exhibit 3.3
            of the Registrant's Annual Report on Form 10-K for the fiscal year
            ended December 31, 2001 and incorporated herein by reference).
  
   4.5      Certificate of Amendment dated June 5, 1995, of Amended and Restated
            Certificate of Incorporation of the Registrant (filed as Exhibit 3.4
            of the Registrant's Annual Report on Form 10-K for the fiscal year
            ended December 31, 2001 and incorporated herein by reference).
  
   4.6      Certificate of Amendment dated June 26, 2002, of Amended and Restated
            Certificate of Incorporation of the Registrant, filed herewith
  
   4.7      2002 Stock Option and Incentive Plan, filed herewith
  
   4.8      2002 Non-employee Director Stock Option Plan, filed herewith
  
   4.9      2002 Employee Stock Purchase Plan, filed herewith
  
   5.1      Opinion of Testa, Hurwitz & Thibeault regarding legality, LLP,
            filed herewith
  
  23.1      Consent of Arthur Andersen LLP, Independent Public Accountants
            (omitted pursuant to Rule 437a)
  
  23.2      Consent of Testa Hurwitz & Thibeault, LLP (included in opinion filed
            as Exhibit 5.1)
  
  24.1      Power of Attorney (included as part of the signature page to this
            Registration Statement)
  
  
  
  ITEM 9. UNDERTAKINGS.
  
  (a)      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 of 1933, as amended;
  
                    (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
  
  <PAGE>
  
  
                             statement. Notwithstanding the foregoing, any
                             increase or decrease in volume of securities offered
                             (if the total dollar value of securities offered
                             would not exceed that which was registered) and any
                             deviation from the low or high end of the estimated
                             maximum offering range may be reflected in the form
                             of prospectus filed with the Commission pursuant to
                             Rule 424(b) if, in the aggregate, the changes in
                             volume and price represent no more than a 20 percent
                             change in the maximum aggregate offering price set
                             forth in the "Calculation of Registration Fee" table
                             in the effective registration statement;
  
                    (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 (a)(1)(i) and (a)(1)(ii) do not
           apply if the registration statement is on Form S-3, Form S-8 or Form
           F-3, and 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 15(d) of the Securities Exchange Act of 1934 that are
           incorporated by reference in the Registration Statement.
  
           (2) That, for the purpose of determining any liability under the
           Securities Act of 1933, 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.
  
  (b)      The undersigned Registrant hereby undertakes that, for purposes of
           determining any liability under the Securities Act of 1933, each filing
           of the Registrant's annual report pursuant to Section 13(a) or Section
           15(d) of the Securities Exchange Act of 1934 (and, where applicable,
           each filing of an employee benefit plan's annual report pursuant to
           Section 15(d) of the Securities Exchange Act of 1934) 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.
  
  (c)      Insofar as indemnification for liabilities arising under the Securities
           Act of 1933 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 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,
  
  <PAGE>
  
           officer or controlling person in connection with the securities
           being registered, the Registrant will, unless in the opinion of its
           counsel the matter has been settled by controlling precedent, submit
           to a court of appropriate jurisdiction the question whether such
           indemnification by it is against public policy as expressed in the Act
           and will be governed by the final adjudication of such issue.
  
  
                                     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 the City of Newton, Commonwealth of Massachusetts, on this
  17th day of July, 2002.
  
  
  MATRITECH, INC.
  
  By:  /s/ Stephen D. Chubb
  ------------------------------------
  STEPHEN D. CHUBB
  Director, Chairman and Chief
  Executive Officer
  
  
  
                  [the remainder of this page has been left blank]
  
  
  
  <PAGE>
  
  
                          POWER OF ATTORNEY AND SIGNATURES
  
              The undersigned officers and directors of Matritech, Inc., hereby
  constitute and appoint Stephen D. Chubb and David L. Corbet, and each of them
  singly, our true and lawful attorneys-in-fact, with full power to them and each
  of them singly, to sign for us in our names in the capacities indicated below,
  any amendments to this Registration Statement on Form S-8 (including
  post-effective amendments), and to file the same, with all exhibits thereto and
  other documents in connection therewith, with the Securities and Exchange
  Commission, and generally to do all things in our names and on our behalf in our
  capacities as officers and directors to enable Matritech, Inc., to comply with
  the provisions of the Securities Act of 1933, as amended, hereby ratifying and
  confirming our signatures as they may be signed by our said attorneys, or any of
  them, to said Registration Statement and all amendments thereto.
  
              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.
  
  <TABLE>
  <CAPTION>
  
               SIGNATURE                                  TITLE                                  DATE
               ---------                                  -----                                  ----
  <S>                                  <C>                                                  <C>
  /s/ Stephen D. Chubb                 Director, Chairman and Chief Executive Officer       July 11, 2002
  ----------------------------------   (Principal Executive Officer)
      STEPHEN D. CHUBB
  
  
  /s/ David L. Corbet                  Director, President and Chief Operating Officer      July 11, 2002
  ----------------------------------
      DAVID L. CORBET
  
  
  /s/ John S. Doherty, Jr.             Vice President, Chief Financial Officer and          July 11, 2002
  ----------------------------------   Treasurer (Principal Accounting and Financial
      JOHN S. DOHERTY, JR.             Officer)
  
  
  /s/ Judith Kurland                   Director                                             July 15, 2002
  ----------------------------------
      JUDITH KURLAND
  
  
  /s/ David Rubinfien                  Director                                             July 10, 2002
  ----------------------------------
      DAVID RUBINFIEN
  
  
  /s/ T. Stephen Thompson              Director                                             July 12, 2002
  ----------------------------------
      T. STEPHEN THOMPSON
  
  
  /s/ C. William Zadel                 Director                                             July 12, 2002
  ----------------------------------
      C. WILLIAM ZADEL
  
  </TABLE>
  <PAGE>
  EXHIBIT INDEX
  
   EXHIBIT
    NUMBER                           DESCRIPTION OF EXHIBIT
   -------                           ----------------------
  
   4.1      Specimen Common Stock Certificate (filed as Exhibit 4.2 to the
            Registrant's Registration Statement No. 33-46158) and incorporated
            herein by reference).
  
   4.2      Amended and Restated Certificate of Incorporation of the Registrant
            (filed as Exhibit 3.1 of the Registrant's Annual Report on Form 10-K
            for the fiscal year ended December 31, 2001 and incorporated herein by
            reference).
  
   4.3      Amended and Restated By-Laws of the Registrant (filed as Exhibit 3.2
            of the Registrant's Annual Report on Form 10-K for the fiscal year
            ended December 31, 2001 and incorporated herein by reference).
  
   4.4      Certificate of Amendment dated June 16, 1994, of Amended and Restated
            Certificate of Incorporation of the Registrant (filed as Exhibit 3.3
            of the Registrant's Annual Report on Form 10-K for the fiscal year
            ended December 31, 2001 and incorporated herein by reference).
  
   4.5      Certificate of Amendment dated June 5, 1995, of Amended and Restated
            Certificate of Incorporation of the Registrant (filed as Exhibit 3.4
            of the Registrant's Annual Report on Form 10-K for the fiscal year
            ended December 31, 2001 and incorporated herein by reference).
  
   4.6      Certificate of Amendment dated June 26, 2002, of Amended and Restated
            Certificate of Incorporation of the Registrant, filed herewith
  
   4.7      2002 Stock Option and Incentive Plan, filed herewith
  
   4.8      2002 Non-employee Director Stock Option Plan, filed herewith
  
   4.9      2002 Employee Stock Purchase Plan, filed herewith
  
   5.1      Opinion of Testa, Hurwitz & Thibeault, LLP, regarding legality filed
            herewith
  
  23.1      Consent of Arthur Andersen LLP, Independent Public Accountants
            (omitted pursuant to Rule 437a)
  
  23.2      Consent of Testa Hurwitz & Thibeault, LLP (included in opinion filed
            as Exhibit 5.1)
  
  24.1      Power of Attorney (included as part of the signature page to this
            Registration Statement)
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b43742mtsv8.txt", "description": "MATRITECH, INC.", "secsgml_size_bytes": 27063}]
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text: AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 18, 2002.
                                                         REGISTRATION NO. 333-____
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                   MATRITECH, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
             DELAWARE                                     04-2985132
  (State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
   Incorporation or Organization)
  
                                  330 NEVADA STREET
                                  NEWTON, MA 02460
                                   (617) 928-0820
  
                 (Address of Principal Executive Offices) (Zip Code)
  
                                  ----------------
  
                        2002 STOCK OPTION AND INCENTIVE PLAN
                    2002 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                          2002 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plans)
  
                                  ----------------
  
                                  STEPHEN D. CHUBB
                        Chairman and Chief Executive Officer
                                   MATRITECH, INC.
                                  330 Nevada Street
                                  Newton, MA 02460
                                   (617) 928-0820
              (Name, Address, Including Zip Code, and Telephone Number,
                     Including Area Code, of Agent for Service)
  Copy to:
                                 Rufus C. King, Esq.
                           Testa, Hurwitz & Thibeault, LLP
                                   125 High Street
                                  Boston, MA 02110
                                   (617) 248-7000
  
                           CALCULATION OF REGISTRATION FEE
  ===================================================================================================================
  Title of Securities              Amount to be     Proposed Maximum       Proposed Maximum
  to be Registered                 Registered(1)    Offering Price Per     Aggregate Offering    Amount of
                                                    Share(2)               Price                 Registration
                                                                                                 Fee (3)
  ----------------------------------------------- -------------------------------------------------------------------
  2002 STOCK OPTION AND
  INCENTIVE PLAN Common Stock,        2,000,000     $2.39                  $4,780,000             $439.76
  $.01 par value per share
  -------------------------------------------------------------------------------------------------------------------
  2002 NON-EMPLOYEE DIRECTOR
  STOCK OPTION PLAN                     965,000     $2.39                  $2,306,350             $212.18
  Common Stock, $.01 par value
  per share
  -------------------------------------------------------------------------------------------------------------------
  2002 EMPLOYEE STOCK PURCHASE
  PLAN                                  225,000     $2.39                  $  537,750             $ 49.47
  Common Stock, $.01 par value
  per share
  ===================================================================================================================
  --------------------
  
  (1) In addition, pursuant to Rule 416(a), this Registration Statement also
  covers such indeterminate number of additional shares of Common Stock as is
  necessary to eliminate any dilutive effect of any future stock splits, stock
  dividends or similar transactions.
  
  (2) The price of $2.39 per share, which is the average of the high and low
  prices of the Common Stock of the Registrant reported on the Nasdaq National
  Market on July 11, 2002, is set forth solely for purposes of calculating the
  filing fee pursuant to Rule 457(c) and (h).
  
  (3) Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
  amended.
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION.
  
           The documents containing the information specified in this Item 1 will
  be sent or given to employees, directors and others as specified by Rule
  428(b)(1). In accordance with the rules and regulations of the Securities and
  Exchange Commission (the "Commission") and the instructions
  to Form S-8, such documents are not being filed with the Commission either as
  part of this Registration Statement or as prospectuses or prospectus supplements
  pursuant to Rule 424.
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
  The documents containing the information specified in this Item 2 will be sent
  or given to employees, directors or others as specified by Rule 428(b)(1). In
  accordance with the rules and regulations of the Commission and the instructions
  to Form S-8, such documents are not being filed with the Commission either as
  part of this Registration Statement or as prospectuses or prospectus supplements
  pursuant to Rule 424.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
              The following documents filed by Matritech, Inc. (the "Registrant")
  with the Commission pursuant to the Securities Exchange Act of 1934, as amended
  (the "Exchange Act"), are incorporated by reference in this Registration
  Statement:
  
           (a) The Registrant's annual report on Form 10-K for the fiscal year
  ended December 31, 2001, as filed with the Commission pursuant to Section 13(a)
  or 15(d) of the Exchange Act, which contains audited financial statements for
  the fiscal year ended December 31, 2001. After reasonable efforts, the
  Registrant is unable to obtain the consent of Arthur Andersen LLP to the
  incorporation into this registration statement of their report with respect to
  the consolidated financial statements of the Registrant which appeared in its
  Annual Report on Form 10-K for the year ended December 31, 2001. Under these
  circumstances, Rule 437a under the Securities Act of 1933, as amended (the
  "Securities Act"), permits the Registrant to dispense with the requirement to
  file such written consent in reliance on Rule 437a. Because Arthur Andersen LLP
  has not consented to the inclusion of their reports included or made a part of
  this Registration Statement, stockholders will not be able to recover against
  Arthur Andersen LLP under Section 11 of the Securities Act for any untrue
  statements of a material fact contained in the consolidated financial statements
  for the year ended December 31, 2001, audited by Arthur Andersen or any
  omissions to state a material fact required to be stated therein. In addition,
  the ability of Arthur Andersen to satisfy any claims (including claims arising
  from Arthur Andersen's provision of auditing and other services to the
  Registrant) may be limited as a practical matter due to recent events involving
  Arthur Andersen.
  
           (b) The Registrant's quarterly report on Form 10-Q for the fiscal
  quarter ended March 31, 2002, as filed with the Commission pursuant to Section
  13(a) or 15(d) of the Exchange Act, which contains unaudited financial
  statements for the fiscal quarter ended March 31, 2002. Please see the
  disclosure required under Securities Act Rule 437a in paragraph (a) of this Item
  3, above.
  (c) The description of the Registrant's common stock, $.01 par value
  per share, contained in the section entitled "Description of Registrant's
  Securities to be Registered" contained in the Registrant's registration
  statement on Form 8-A filed with the Commission on March 10, 1992, including any
  amendment or report filed for the purpose of updating the description of the
  Registrant's Common Stock.
  
           All documents subsequently filed with the Commission 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 herein 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 a part hereof from the date of filing of such documents.
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Pursuant to the provisions of Section 145 of the Delaware General
  Corporation Law ("DGCL"), the Registrant has the power to indemnify certain
  persons, including its officers and directors, under stated circumstances and
  subject to certain limitations, for liabilities incurred in connection with
  services performed in good faith for the Registrant or for other organizations
  at the request of the Registrant.
  
           Article Seventh of the Registrant's Amended and Restated Certificate of
  Incorporation provides that no director of the Registrant shall be liable for
  monetary damages for breach of fiduciary duty, except to the extent that the
  DGCL prohibits the elimination of liability of directors for breach of fiduciary
  duty.
  
           Article Twelfth of the Registrant's Amended and Restated Certificate of
  Incorporation 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 or her by virtue of his or her position as a
  director or officer of the Registrant if he or she acted in good faith and in a
  manner he or she 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 or her 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 Registrant brought against him or her by virtue
  of his or her position as a director or officer of the Registrant if he or she
  acted in good faith and in a manner he or she 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 or she 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 or she is required to be
  indemnified by the Company against all expenses (including attorneys' fees)
  incurred in connection therewith. Expenses shall be advanced to a director or
  officer at his or her request, provided that he or she undertakes to repay the
  amount advanced if it is ultimately determined that he or she is not entitled to
  indemnification for such expenses.
  
           Article Twelfth of the Company's Amended and Restated Certificate of
  Incorporation, as amended, further provides that the indemnification provided
  therein is not exclusive and provides that in the event that the DGCL is amended
  to expand or limit the indemnification permitted to directors or officers, the
  Company must indemnify those persons to the fullest extent permitted by such
  law, as so amended.
  
           In addition to the indemnification provided by Section 145 of the DGCL,
  the Company has entered into an Indemnity Agreement with each of its directors
  pursuant to which the Company agrees to indemnify that director for (1) all
  expenses, liabilities, judgments, fines and amounts paid in settlement actually
  and reasonably incurred in connection with any legal action, suit or proceeding
  against the director by reason of the fact that he or she was an agent of the
  Company if he or she acted in good faith and in a manner he or she reasonably
  believed to be in or not opposed to the best interests of the Company, and with
  respect to any criminal proceedings had no reasonable cause to believe his or
  her conduct was unlawful, and (2) all expenses incurred in connection with the
  investigation, defense, settlement or appeal of any legal action or proceeding
  brought against the director by or in the right of the Company by reason of any
  action taken or not taken by him or her in his or her capacity as a director of
  the Company if he or she acted in good faith and in a manner he or she
  reasonably believed to be in or not opposed to the best interests of the
  Company. The Company is not obligated under the terms of the Indemnity
  Agreements to indemnify its directors (a) for expenses or liabilities paid
  directly to the directors by directors' and officers' insurance, (b) on account
  of any claims against the directors for an accounting of profits made from the
  purchase or sale by directors of securities of the Company pursuant to Section
  16(b) of the Securities Act (c) if indemnification would not be lawful.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8. EXHIBITS.
  
   EXHIBIT
    NUMBER                        DESCRIPTION OF EXHIBIT
  --------                        ----------------------
  4.1      Specimen Common Stock Certificate (filed as Exhibit 4.2 to the
            Registrant's Registration Statement No. 33-46158) and incorporated
            herein by reference).
  
   4.2      Amended and Restated Certificate of Incorporation of the Registrant
            (filed as Exhibit 3.1 of the Registrant's Annual Report on Form 10-K
            for the fiscal year ended December 31, 2001 and incorporated herein by
            reference).
  
   4.3      Amended and Restated By-Laws of the Registrant (filed as Exhibit 3.2
            of the Registrant's Annual Report on Form 10-K for the fiscal year
            ended December 31, 2001 and incorporated herein by reference).
  
   4.4      Certificate of Amendment dated June 16, 1994, of Amended and Restated
            Certificate of Incorporation of the Registrant (filed as Exhibit 3.3
            of the Registrant's Annual Report on Form 10-K for the fiscal year
            ended December 31, 2001 and incorporated herein by reference).
  
   4.5      Certificate of Amendment dated June 5, 1995, of Amended and Restated
            Certificate of Incorporation of the Registrant (filed as Exhibit 3.4
            of the Registrant's Annual Report on Form 10-K for the fiscal year
            ended December 31, 2001 and incorporated herein by reference).
  
   4.6      Certificate of Amendment dated June 26, 2002, of Amended and Restated
            Certificate of Incorporation of the Registrant, filed herewith
  
   4.7      2002 Stock Option and Incentive Plan, filed herewith
  
   4.8      2002 Non-employee Director Stock Option Plan, filed herewith
  
   4.9      2002 Employee Stock Purchase Plan, filed herewith
  
   5.1      Opinion of Testa, Hurwitz & Thibeault regarding legality, LLP,
            filed herewith
  
  23.1      Consent of Arthur Andersen LLP, Independent Public Accountants
            (omitted pursuant to Rule 437a)
  
  23.2      Consent of Testa Hurwitz & Thibeault, LLP (included in opinion filed
            as Exhibit 5.1)
  
  24.1      Power of Attorney (included as part of the signature page to this
            Registration Statement)
  
  ITEM 9. UNDERTAKINGS.
  
  (a)      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 of 1933, as amended;
  
                    (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. Notwithstanding the foregoing, any
                             increase or decrease in volume of securities offered
                             (if the total dollar value of securities offered
                             would not exceed that which was registered) and any
                             deviation from the low or high end of the estimated
                             maximum offering range may be reflected in the form
                             of prospectus filed with the Commission pursuant to
                             Rule 424(b) if, in the aggregate, the changes in
                             volume and price represent no more than a 20 percent
                             change in the maximum aggregate offering price set
                             forth in the "Calculation of Registration Fee" table
                             in the effective registration statement;
  
                    (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 (a)(1)(i) and (a)(1)(ii) do not
           apply if the registration statement is on Form S-3, Form S-8 or Form
           F-3, and 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 15(d) of the Securities Exchange Act of 1934 that are
           incorporated by reference in the Registration Statement.
  
           (2) That, for the purpose of determining any liability under the
           Securities Act of 1933, 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.
  
  (b)      The undersigned Registrant hereby undertakes that, for purposes of
           determining any liability under the Securities Act of 1933, each filing
           of the Registrant's annual report pursuant to Section 13(a) or Section
           15(d) of the Securities Exchange Act of 1934 (and, where applicable,
           each filing of an employee benefit plan's annual report pursuant to
           Section 15(d) of the Securities Exchange Act of 1934) 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.
  
  (c)      Insofar as indemnification for liabilities arising under the Securities
           Act of 1933 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 Act and is, therefore,
           unenforceable. In the event that a claim for indemnification against
           such liabilities (other than the payment by the Registrant of expenses
           incurred or paid by a director, officer or controlling person of the
           Registrant in the successful defense of any action, suit or
           proceeding) is asserted by such director,
  officer or controlling person in connection with the securities
           being registered, the Registrant will, unless in the opinion of its
           counsel the matter has been settled by controlling precedent, submit
           to a court of appropriate jurisdiction the question whether such
           indemnification by it is against public policy as expressed in the Act
           and will be governed by the final adjudication of such issue.
  
                                     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 the City of Newton, Commonwealth of Massachusetts, on this
  17th day of July, 2002.
  
  MATRITECH, INC.
  
  By:  /s/ Stephen D. Chubb
  ------------------------------------
  STEPHEN D. CHUBB
  Director, Chairman and Chief
  Executive Officer
  
                  [the remainder of this page has been left blank]
  POWER OF ATTORNEY AND SIGNATURES
  
              The undersigned officers and directors of Matritech, Inc., hereby
  constitute and appoint Stephen D. Chubb and David L. Corbet, and each of them
  singly, our true and lawful attorneys-in-fact, with full power to them and each
  of them singly, to sign for us in our names in the capacities indicated below,
  any amendments to this Registration Statement on Form S-8 (including
  post-effective amendments), and to file the same, with all exhibits thereto and
  other documents in connection therewith, with the Securities and Exchange
  Commission, and generally to do all things in our names and on our behalf in our
  capacities as officers and directors to enable Matritech, Inc., to comply with
  the provisions of the Securities Act of 1933, as amended, hereby ratifying and
  confirming our signatures as they may be signed by our said attorneys, or any of
  them, to said Registration Statement and all amendments thereto.
  
              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.
  SIGNATURE                                  TITLE                                  DATE
               ---------                                  -----                                  ----
  /s/ Stephen D. Chubb                 Director, Chairman and Chief Executive Officer       July 11, 2002
  ----------------------------------   (Principal Executive Officer)
      STEPHEN D. CHUBB
  
  /s/ David L. Corbet                  Director, President and Chief Operating Officer      July 11, 2002
  ----------------------------------
      DAVID L. CORBET
  
  /s/ John S. Doherty, Jr.             Vice President, Chief Financial Officer and          July 11, 2002
  ----------------------------------   Treasurer (Principal Accounting and Financial
      JOHN S. DOHERTY, JR.             Officer)
  
  /s/ Judith Kurland                   Director                                             July 15, 2002
  ----------------------------------
      JUDITH KURLAND
  
  /s/ David Rubinfien                  Director                                             July 10, 2002
  ----------------------------------
      DAVID RUBINFIEN
  
  /s/ T. Stephen Thompson              Director                                             July 12, 2002
  ----------------------------------
      T. STEPHEN THOMPSON
  
  /s/ C. William Zadel                 Director                                             July 12, 2002
  ----------------------------------
      C. WILLIAM ZADEL
  EXHIBIT INDEX
  
   EXHIBIT
    NUMBER                           DESCRIPTION OF EXHIBIT
   -------                           ----------------------
  
   4.1      Specimen Common Stock Certificate (filed as Exhibit 4.2 to the
            Registrant's Registration Statement No. 33-46158) and incorporated
            herein by reference).
  
   4.2      Amended and Restated Certificate of Incorporation of the Registrant
            (filed as Exhibit 3.1 of the Registrant's Annual Report on Form 10-K
            for the fiscal year ended December 31, 2001 and incorporated herein by
            reference).
  
   4.3      Amended and Restated By-Laws of the Registrant (filed as Exhibit 3.2
            of the Registrant's Annual Report on Form 10-K for the fiscal year
            ended December 31, 2001 and incorporated herein by reference).
  
   4.4      Certificate of Amendment dated June 16, 1994, of Amended and Restated
            Certificate of Incorporation of the Registrant (filed as Exhibit 3.3
            of the Registrant's Annual Report on Form 10-K for the fiscal year
            ended December 31, 2001 and incorporated herein by reference).
  
   4.5      Certificate of Amendment dated June 5, 1995, of Amended and Restated
            Certificate of Incorporation of the Registrant (filed as Exhibit 3.4
            of the Registrant's Annual Report on Form 10-K for the fiscal year
            ended December 31, 2001 and incorporated herein by reference).
  
   4.6      Certificate of Amendment dated June 26, 2002, of Amended and Restated
            Certificate of Incorporation of the Registrant, filed herewith
  
   4.7      2002 Stock Option and Incentive Plan, filed herewith
  
   4.8      2002 Non-employee Director Stock Option Plan, filed herewith
  
   4.9      2002 Employee Stock Purchase Plan, filed herewith
  
   5.1      Opinion of Testa, Hurwitz & Thibeault, LLP, regarding legality filed
            herewith
  
  23.1      Consent of Arthur Andersen LLP, Independent Public Accountants
            (omitted pursuant to Rule 437a)
  
  23.2      Consent of Testa Hurwitz & Thibeault, LLP (included in opinion filed
            as Exhibit 5.1)
  
  24.1      Power of Attorney (included as part of the signature page to this
            Registration Statement)