content: <PAGE>   1
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C., 20549
                                  -----------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                            IMPLANT SCIENCES CORPORATION
               (Exact Name of Registrant as Specified in its Charter)
  
                 MASSACHUSETTS                              04-2837126
        (State or other jurisdiction of          (IRS Employer Identification No.)
         Incorporation or Organization)
  
              107 AUDUBON ROAD #5
                 WAKEFIELD, MA                                 01880
   (Address of Principal Executive Offices)                 (Zip Code)
  
                            IMPLANT SCIENCES CORPORATION
                  1998 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
                               1992 STOCK OPTION PLAN
                          1998 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plan)
                               ----------------------
  
                                  ANTHONY J. ARMINI
                                107 Audubon Road, #5
                           Wakefield, Massachusetts 01880
                   (781) 246-0700 / Facsimile No.: (781) 246-1167
              (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)
  
  
                          Copies of all communications to:
  
                               DAVID A. BROADWIN, ESQ.
                               FOLEY, HOAG & ELIOT LLP
                               One Post Office Square
                          Boston, Massachusetts 02109-2170
                   (617) 832-1000 / Facsimile No.: (617) 832-7000
  
                                --------------------
  <PAGE>   2
                           CALCULATION OF REGISTRATION FEE
                  ------------------------------------------------
  
  <TABLE>
  <CAPTION>
  Title of Securities to      Amount to be       Proposed Maximum       Proposed Maximum       Amount of
  Be Registered                Registered       Offering Price per     Aggregate Offering     Registration
                                                     Share(1)               Price(1)              Fee
  <S>                        <C>                <C>                    <C>                    <C>
  Common Stock
  ($.10 par value)           462,510 shares           $7.687              $3,555,314.37         $  939(2)
  
  Common Stock
  ($.10 par value)           316,758 shares           $1.60               $  506,812.80         $  134(3)
  
  Common Stock
  ($.10 par value)           123,364 shares           $6.20               $  764,856.80         $  202(4)
  
  Common Stock
  ($.10 par value)           116,636 shares           $7.687              $  896,580.93         $  237(5)
  
  Common Stock
  ($.10 par value)           139,336 shares           $6.533              $  910,282.09         $  240(6)
  
  Common Stock
  ($.10 par value)            1,664 shares            $7.687              $   12,791.17         $    3(7)
  </TABLE>
  
  (1)  Estimated solely for the purposes of determining the registration fee.
  
  (2)  In accordance with Rule 457(c) under the Securities Act of 1933, the
       calculation with respect to shares issued and outstanding at July 28, 2000
       pursuant to the exercise of stock options granted under the Implant
       Sciences Corporation 1992 Stock Option Plan is based on the average of the
       high and low sale prices reported on the American Stock Exchange on July
       28, 2000.
  
  (3)  In accordance with Rule 457(h) under the Securities Act of 1933, the
       calculation with respect to shares issuable under stock options granted
       under the 1992 Plan and outstanding at July 28, 2000 is based on the
       exercise prices of such options.
  
  (4)  In accordance with Rule 457(h) under the Securities Act of 1933, the
       calculation with respect to shares issuable under stock options granted
       under the 1998 Incentive and Nonqualified Stock Option Plan and outstanding
       at July 28, 2000 is based on the exercise prices of such options.
  
  (5)  In accordance with Rules 457(c) and (h) under the Securities Act of 1933,
       the calculation with respect to shares issuable pursuant to options that
       may be granted under the 1998 Plan but that have not yet been granted as of
       July 28, 2000 is based on the average of the high and low sale prices
       reported on the American Stock Exchange on July 28, 2000.
  
  (6)  In accordance with Rules 457(c) and (h) under the Securities Act of 1933,
       the calculation with respect to shares issuable pursuant to the 1998
       Employee Stock Purchase Plan is based on 85% of the average of the high and
       low sale prices reported on the American Stock Exchange on July 28, 2000.
  
  (7)  In accordance with Rule 457(c) under the Securities Act of 1933, the
       calculation with respect to shares issued and outstanding at July 28, 2000
       pursuant to the purchase of shares under the 1998 Employee Stock Purchase
       Plan is based on the average of the high and low sales prices reported on
       the American Stock Exchange on July 28, 2000
  <PAGE>   3
                                 REOFFER PROSPECTUS
  
           The material which follows, up to but not including the page beginning
  Part II of this registration statement, constitutes a Reoffer Prospectus
  prepared in accordance with the applicable requirements of Part I of Form S-3
  under General Instruction C to Form S-8. The Reoffer Prospectus is to be used in
  connection with resales of restricted securities issued and outstanding under
  the 1992 Stock Option Plan and the 1998 Employee Stock Purchase Plan.
  <PAGE>   4
                                   464,174 SHARES
  
                            IMPLANT SCIENCES CORPORATION
  
                                    COMMON STOCK
  
             THIS DOCUMENT CONSTITUTES PART OF A REGISTRATION STATEMENT
                         COVERING SECURITIES THAT HAVE BEEN
                     REGISTERED UNDER THE SECURITIES ACT OF 1933
  
           This Reoffer Prospectus relates to the resale, by the holders of
  464,174 shares of common stock, par value $.10 per share, of Implant Sciences
  Corporation, issued pursuant to the exercise of options granted under the 1992
  Stock Option Plan and the purchase of stock under the 1998 Employee Stock
  Purchase Plan. We will refer to such holders as selling stockholders.
  
           We will not receive any of the proceeds from the offering. We will bear
  the costs relating to the registration of the shares offered hereby (other than
  selling commissions).
  
           The selling stockholders named herein or any pledgees, donees,
  transferees or other successors in interest, may offer the shares of common
  stock, from time to time during the effectiveness of this registration, for sale
  through the American Stock Exchange, in one or more negotiated transactions, or
  through a combination of methods of sale, at prices and on terms then prevailing
  or at negotiated prices. Sales may be effected to or through broker-dealers, who
  may receive compensation in the form of discounts, concessions or commissions in
  connection therewith. See "Plan of Distribution."
  
           Our common stock is traded on the American Stock Exchange under the
  symbol "IMX." On July 28, 2000, the closing price for the common stock, as
  reported on the American Stock Exchange, was $7.875 per share.
  
           Our executive offices are located at 107 Audubon Road #5, Wakefield,
  Massachusetts, and our telephone number at that location is (781) 246-0700.
  
                                 ------------------
  
           The common stock offered hereby involves a high degree of risk.
                      SEE "RISK FACTORS" BEGINNING AT PAGE 3.
  
                                 ------------------
  
            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
             SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
          COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
          STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
        OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
                                      OFFENSE.
  
                   THE DATE OF THIS PROSPECTUS IS AUGUST 2, 2000.
  <PAGE>   5
                               AVAILABLE INFORMATION
  
           We are subject to the informational requirements of the Securities
  Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
  therewith we file reports and other information with the Securities and Exchange
  Commission. You may inspect such reports and other information and obtain copies
  (at prescribed rates) at the Commission's Public Reference Section, 450 Fifth
  Street, N.W., Room 1024, Washington D.C. 20549, and at the Commission's Regional
  Offices at Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
  Chicago, Illinois 60661-2511 and 7 World Trade Center, Suite 1300, New York, New
  York 10048. Our SEC filings are also available to the public on the Security and
  Exchange Commission's website at http://www.sec.gov. You may also inspect
  reports and other information concerning Implant Sciences at the offices of the
  American Stock Exchange.
  
           This Reoffer Prospectus constitutes part of a Registration Statement on
  Form S-8 (the "Registration Statement") filed by us with the Commission under
  the Securities Act of 1933, as amended (the "Securities Act"). This Reoffer
  Prospectus does not contain all of the information contained in the Registration
  Statement, and reference is hereby made to the Registration Statement and
  related exhibits for further information with respect to our company and the
  securities offered hereby. Any statements contained herein concerning the
  provisions of any document are not necessarily complete, and, in such instance,
  reference is made to the copy of such document filed as an exhibit to the
  Registration Statement or otherwise filed with the Commission. Each such
  statement is qualified in its entirety by such reference.
  
                   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
           The following documents which we have previously filed with the
  Commission pursuant to the Securities Act and the Exchange Act are incorporated
  herein by reference: (1) our Annual Report on Form 10-KSB for the fiscal year
  ended June 30, 1999, (2) certain portions of our Registration Statement on Form
  SB-2, File No. 333-64499; (3) our Quarterly Report on Form 10-QSB for the
  quarterly period ended September 30, 1999; (4) our Quarterly Report on Form
  10-QSB for the quarterly period ended December 31, 1999; and (5) our Quarterly
  Report on Form 10-QSB for the quarterly period ended March 31, 2000.
  
           All reports and other documents subsequently filed by the company
  pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
  of this Reoffer Prospectus and prior to the termination of the offering made
  hereby shall be deemed to be incorporated by reference herein and to be a part
  hereof from the date of the filing of such reports and documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for purposes of this Reoffer
  Prospectus to the extent that a statement contained herein modifies or
  supersedes such statement. Any statement so modified or superseded shall not be
  deemed, except as so modified or superseded, to constitute a part of the
  Registration Statement or this Reoffer Prospectus.
  
           Any person to whom a copy of this Reoffer Prospectus is delivered may
  obtain, without charge, upon written or oral request, a copy of any of the
  documents incorporated by reference
  <PAGE>   6
  herein, except for the exhibits to such documents (other than exhibits expressly
  incorporated by reference into such documents). Requests for such documents
  should be addressed to the Chief Financial Officer of Implant Sciences
  Corporation, 107 Audubon Road, #5, Wakefield Massachusetts 01880 or directed to
  the Chief Financial Officer at telephone number (781) 246-0700.
  
                                    RISK FACTORS
  
           WE DO NOT OPERATE AT A PROFIT AND DO NOT EXPECT TO BE PROFITABLE FOR
  SOME TIME.
  
           During the nine months ended March 31, 2000, the Company had a net loss
  of $1,627,875. The Company plans to further increase its expenditures to
  complete development and commercialization of its new products, to increase its
  manufacturing capacity and equipment, to ensure compliance with the FDA's
  Quality System Regulations and broaden its sales and marketing capabilities. As
  a result, the Company believes that it will likely incur losses over the next
  several quarters. The accumulated deficit as of March 31, 2000 was $2,163,704.
  
           INTENSE COMPETITION AND RAPID TECHNOLOGICAL CHANGE COULD HARM OUR
  FINANCIAL PERFORMANCE.
  
           The medical device industry is characterized by rapidly evolving
  technology and intense competition. Among the most closely competing products in
  intracoronary radiation therapy are radioactive tipped guidewires and
  radioactive fluid-filled balloons. Many of our competitors have substantially
  greater capital resources, greater research and development, manufacturing and
  marketing resources and experience and greater name recognition than we do.
  There can be no assurance that our competitors will not succeed in developing or
  marketing technologies and products that are more effective than our products or
  that would render our products obsolete or noncompetitive. Moreover, there can
  be no assurance that we will be able to price our products at or below the
  prices of competing products and technologies in order to facilitate market
  acceptance. In addition, new procedures and medications could be developed that
  replace or reduce the importance of procedures that use our products.
  Accordingly, our success will depend in part on our ability to respond quickly
  to medical and technological changes through the development and introduction of
  new products and enhancements. Product development involves a high degree of
  risk and there can be no assurance that our new product development efforts will
  result in any commercially successful products. Our failure to compete or
  respond to technological change in an effective manner would have a material
  adverse effect on our business.
  
           OUR PRODUCTS AND TECHNOLOGIES MAY NOT BE ACCEPTED BY THE MEDICAL
  COMMUNITY WHICH COULD HARM OUR FINANCIAL PERFORMANCE.
  
           There can be no assurance that our radioactive prostate seeds and
  coronary stents, orthopedic ceramic coatings, or radiopaque coatings will
  achieve acceptance, or continue to receive acceptance, by the medical community
  and market acceptance generally. The degree of market acceptance for our
  products and services will also depend upon a number of factors
  <PAGE>   7
  including the receipt and timing of regulatory approvals and the establishment
  and demonstration in the medical community and among health care payers of the
  clinical safety, efficacy and cost effectiveness of our products. Certain of the
  medical indications that can be treated by our devices or devices treated using
  our coatings can also be treated by other medical procedures. Decisions to
  purchase our products will primarily be influenced by members of the medical
  community, who will have the choice of recommending medical treatments, such as
  radiotherapeutic seeds, or the more traditional alternatives, such as surgery
  and external beam radiation therapy. Many alternative treatments currently are
  widely accepted in the medical community and have a long history of use. There
  can be no assurance that our devices or technologies will be able to replace
  such established treatments or that physicians, health care payers, patients or
  the medical community in general will accept and utilize our devices or any
  other medical products that may be developed or treated by us even if regulatory
  and reimbursement approvals are obtained. Long-term market acceptance of our
  products and services will depend, in part, on the capabilities, operating
  features and price of the our products and technologies as compared to those of
  other available products and services. Failure of our products and
  technologies to gain market acceptance would have a material adverse effect on
  our business.
  
           WE HAVE LIMITED INTERNAL MARKETING AND SALES RESOURCES AND MAY NOT BE
  ABLE TO MARKET OR DISTRIBUTE OUR PRODUCTS SUCCESSFULLY.
  
           Because our medical products will be targeted to the medical community,
  we will have limited options in distributing our products and may incur
  additional requirements imposed on us by the FDA or our customers or
  distribution partners with respect to product characteristics and quality. A
  significant portion of our sales to date have depended on our ability to provide
  products that meet the requirements of other medical product companies. There
  can be no assurance that we will be able to market our products successfully or
  that we will be able to enter into contracts for distribution of our products.
  We have limited internal marketing and sales resources and personnel. In order
  to market and sell our products and services, we expect to enter into
  distribution agreements. There can be no assurance that we will be able to enter
  into such agreements.
  
           OUR FUTURE PROFITABILITY DEPENDS ON OUR ABILITY TO COMPLETE DEVELOPMENT
  OF OUR PRODUCTS.
  
           We currently market or plan to market products, including radioactive
  prostate seeds, radioactive tipped guidewires and radioactive coronary stents,
  orthopedic ceramic coatings, and radiopaque coatings that may require
  substantial further investment in research, product development, preclinical and
  clinical testing and governmental regulatory approvals prior to being marketed
  and sold. Our ability to increase revenues and achieve profitability and
  positive cash flow will depend, in part, on our ability to complete such product
  development efforts, obtain such regulatory approvals, and establish
  manufacturing and marketing programs and gain market acceptance for such
  proposed products.
  
           In particular, our radioactive coronary stents are in an early stage of
  development. There can be no assurance that the clinical trials will ever be
  undertaken or, if undertaken, will
  <PAGE>   8
  conclude that the radioactive coronary stents have a sufficient degree of safety
  and efficacy. In addition, there can be no assurance that the radioactive
  coronary stents will reduce the frequency of restenosis outside of test
  conditions.
  
           Our product development efforts are subject to the risks inherent in
  the development of such products. These risks include the possibility that our
  products will be found to be ineffective or unsafe, or will otherwise fail to
  receive necessary regulatory approvals; that the products will be difficult to
  manufacture on a large scale or be uneconomical to market; that the proprietary
  rights of third parties will interfere with our product development; or that
  third parties will market superior or equivalent products which achieve greater
  market acceptance. Furthermore, there can be no assurance that we will be able
  to conduct our product development efforts within the time frames currently
  anticipated or that such efforts will be completed successfully.
  
           WE OWN PATENTS, TRADE SECRETS AND OTHER INTELLECTUAL PROPERTY AND
  KNOW-HOW THAT WE BELIEVE ALLOWS US TO COMPETE EFFECTIVELY. LIMITATIONS ON OUR
  ABILITY TO PROTECT OUR INTELLECTUAL PROPERTY OR CONTINUE TO USE OUR INTELLECTUAL
  PROPERTY COULD HARM OUR FINANCIAL PERFORMANCE.
  
           Our ability to compete effectively will depend to a significant extent
  on our ability to operate without infringing the intellectual property rights of
  others. Many participants in the medical device area aggressively seek patent
  protection and have increasing numbers of patents, and have frequently
  demonstrated a readiness to commence litigation based on patent infringement.
  Third parties may assert exclusive patent rights to technologies that are
  important to us.
  
           We are aware of a U.S. patent of a third party having broad claims
  covering radioactive stents and methods of using radioactive stents for the
  treatment of restenosis. We have not sought a formal opinion of counsel
  regarding the validity of this patent or whether our processes may infringe this
  patent. We plan to implant radioactivity onto coronary stents manufactured by
  the patent holder, its licensees or others. If our plans to implant
  radioactivity onto the patent holder's stents do not succeed, and/or if we
  implant radioactivity onto stents that are not manufactured by the patentholder
  or its licensees, there can be no assurance that the holder of this patent will
  not seek to enforce the patent against us or the manufacturer of the stents, or
  that we would prevail in any such enforcement action.
  
           If the patent holder seeks to enforce the patent against us, we may be
  required to engage in costly and protracted litigation; discontinue the
  manufacture or activation of radioactive stents; develop non-infringing
  technology; or enter into a license arrangement with respect to the patent.
  There can be no assurance that we would be able to develop non-infringing
  technology, or that any necessary licenses would be available, or that, if
  available, such licenses could be obtained on commercially reasonable terms.
  There can be no assurance that any such litigation would not result in the
  patent holder obtaining an injunction which would prevent us from implanting
  radioactivity onto stents. In addition, the costs associated with defending a
  patent infringement claim are significant, even if we ultimately prevails, and
  we would be required to commit considerable financial and management resources
  in defending such claim which would have a material adverse effect on our
  business, financial condition, and results of operations.
  <PAGE>   9
           OUR SUCCESS WILL DEPEND ON OUR ABILITY TO OBTAIN NEW PATENTS AND
  OPERATE WITHOUT INFRINGING ON THE PROPRIETARY RIGHTS OF OTHERS.
  
           Although we have sixteen United States patents issued and eight United
  States and four international patent applications pending for our technology and
  processes, our success will depend, in part, on our ability to obtain the
  patents applied for and maintain trade secret protection for our technology and
  operate without infringing on the proprietary rights of third parties. The
  validity and breadth of claims in medical technology patents involve complex
  legal and factual questions and, therefore, may be highly uncertain. No
  assurance can be given that any pending patent applications or any future patent
  application will issue as patents that the scope of any patent protection
  obtained will be sufficient to exclude competitors or provide competitive
  advantages to us, that any of our patents will be held valid if subsequently
  challenged or that others will not claim rights in or ownership of the patents
  and other proprietary rights held us. Furthermore, there can be no assurance
  that others have not or will not develop similar products, duplicate any of our
  products or design around any patents issued or that may be issued in the future
  to us. In addition, whether or not patents are issued to us, others may hold or
  receive patents which contain claims having a scope that covers products or
  processes developed by us.
  
           Moreover, there can be no assurances that patents issued to us will not
  be challenged, invalidated or circumvented or that the rights thereunder will
  provide any competitive advantage. We could incur substantial costs in defending
  any patent infringement suits or in asserting any patent rights, including those
  granted to third parties. Patents and patent applications in the United States
  may be subject to interference proceedings brought by the U.S. Patent &
  Trademark Office, or to opposition proceedings initiated in a foreign patent
  office by third parties. We may incur significant costs defending such
  proceedings. In addition, we may be required to obtain licenses to patents or
  proprietary rights from third parties. There can be no assurance that such
  licenses will be available on acceptable terms if at all. If we do not obtain
  required licenses, we could encounter delays in product development or find that
  the development, manufacture or sale of products requiring such licenses could
  be foreclosed
  
           We also rely on unpatented proprietary technology, trade secrets and
  know-how and no assurance can be given that others will not independently
  develop substantially equivalent proprietary information, techniques or
  processes, that such technology or know-how will not be disclosed or that we can
  meaningfully protect our rights to such unpatented proprietary technology, trade
  secrets, or know-how. Although we have entered into non-disclosure agreements
  with our employees and consultants, there can be no assurance that such non-
  disclosure agreements will provide adequate protection for our trade secrets or
  other proprietary know-how.
  
           IF WE ARE NOT SUCCESSFUL IN MANAGING OUR FUTURE GROWTH, OUR BUSINESS
  WILL SUFFER.
  
           We have very limited experience in the commercial production of
  radioactive prostate seeds and radioactive tipped guidewires or the commercial
  implantation of therapeutic radiation onto coronary stents. Our future success
  will depend upon, among other factors, our ability to
  <PAGE>   10
  recruit, hire, train and retain highly educated, skilled and experienced
  management and technical personnel, to generate capital from operations, to
  scale-up its manufacturing process and expand our facilities and to manage the
  effects of growth on all aspects of our business, including research,
  development, manufacturing, distribution, sales and marketing, administration
  and finance. Our failure to identify and exploit new product and service
  opportunities, attract or retain necessary personnel, generate adequate revenues
  or conduct our expansion or manage growth effectively could have a material
  adverse effect on our business.
  
           WE ARE DEPENDENT ON A SMALL NUMBER OF CUSTOMERS FOR A SIGNIFICANT
  PORTION OF OUR SALES. THE LOSS OF BUSINESS FROM THESE CUSTOMERS WOULD HARM OUR
  FINANCIAL PERFORMANCE.
  
           Approximately 45.1% of our sales in the nine months ended March 31,
  2000 were made to the Howmedica/Osteonics Division of Stryker Corporation and
  Biomet, Incorporated. All of these sales were of nitrogen ion implantation that
  enhance orthopedic joint implants. We have no significant purchase commitments
  from these or other customers extending beyond one year. There can be no
  assurance that these customers will continue to purchase our products and
  services at the same levels as in previous years or that such relationships will
  continue in the future. The loss of a significant amount of business from any of
  these customers would have a material adverse effect on the sales and operating
  results. We have an agreement to supply an ion implantation process to a
  customer through January 2001.
  
           OUR MEDICAL DEVICE PRODUCTS AND SERVICES ARE SUBJECT TO EXTENSIVE
  GOVERNMENT REGULATION. IF WE FAIL TO OBTAIN OR ARE DELAYED IN OBTAINING THE
  APPROVAL OF THE NECESSARY FEDERAL AND STATE GOVERNMENT AGENCIES, OUR BUSINESS
  COULD BE MATERIALLY AFFECTED.
  
           The manufacture and sale of our medical device products and services
  are subject to extensive regulation principally by the Food and Drug
  Administration (the "FDA") in the United States and corresponding foreign
  regulatory agencies in each country in which it sells its products. These
  regulations affect product approvals, product standards, packaging requirements,
  design requirements, manufacturing and quality assurance, labeling, import
  restrictions, tariffs and other tax requirements. Securing FDA authorizations
  and approvals requires submission of extensive clinical data and supporting
  information. In most instances, the manufacturers or licensees of medical
  devices that are treated by us will be responsible for securing regulatory
  approval for medical devices incorporating our technology. However, we plan on
  preparing and maintaining Device Master Files which may be accessed by the FDA.
  We expect to incur substantial product development, clinical research and other
  expenses in connection with obtaining final regulatory clearance or approval for
  and commercialization of our products.
  
           There can be no assurance that our medical device manufacturers or
  licensees will be able to obtain regulatory clearance or approval for devices
  incorporating our technology on a timely basis, or at all. Regulatory clearance
  or approvals, if granted, may include significant limitations of the indicated
  uses for which the product may be marketed. In addition, product clearance or
  approval could be withdrawn for failure to comply with regulatory standards or
  the occurrence of unforeseen problems following initial marketing. Changes in
  existing regulations or adoption of new governmental regulations or policies
  could prevent or delay regulatory approval of products incorporating our
  technology or subject us to additional regulation.
  <PAGE>   11
           In addition to FDA regulation, certain of our activities are regulated
  by and require approvals from other federal and state agencies. The use,
  management, transportation, and disposal of certain materials and wastes are
  subject to regulation by several federal and state agencies depending on the
  nature of the materials or waste material. Certain toxic chemicals and products
  containing toxic chemicals may require special reporting to the United States
  Environmental Protection Agency and/or its state counterparts. Our future
  operations may require additional approvals from federal and/or state
  environmental agencies. There can be no assurance that we will be able to obtain
  necessary government approvals, or that we will be able to operate with the
  conditions that may be attached to future regulatory approvals. Moreover, there
  can be no assurance that we will be able to maintain previously-obtained
  approvals. While it is our policy to comply with applicable regulations, failure
  to comply with existing or future regulatory requirements and failure to obtain
  or maintain necessary approvals could have a material adverse effect on our
  business, financial condition, and results of operations.
  
           Failure or delay of our medical device manufacturers in obtaining FDA
  and other necessary regulatory clearance or approval, the loss of previously
  obtained clearance or approvals, as well as failure to comply with other
  existing or future regulatory requirements could have a material adverse effect
  on our business, financial condition and results of operations.
  
           Because certain of our products utilize radiation sources, their
  manufacture, distribution, transportation, import/export, use and disposal will
  also be subject to federal, state and/or local laws and regulations relating to
  the use, handling, procurement and storage of radioactive materials. We must
  also comply with U.S. Department of Transportation regulations on the labeling
  and packaging requirements for shipment of radiation sources to hospitals or
  other users of our products. We expect that there will be comparable regulatory
  requirements and/or approvals in markets outside the United States. If any of
  the foregoing approvals are significantly delayed or not obtained, our business
  could be materially adversely affected.
  
           OUR RESEARCH AND MANUFACTURING ACTIVITIES INVOLVE THE USE OF HAZARDOUS
  MATERIALS. ANY LIABILITY RESULTING FROM THE MISUSE OF SUCH HAZARDOUS MATERIALS
  COULD ADVERSELY AFFECT OUR BUSINESS.
  
           Our research and manufacturing activities sometimes involve the use of
  various hazardous materials. Although we believe that our safety procedures for
  handling, manufacturing, distributing, transporting and disposing of such
  materials comply with the standards for protection of human health, safety, and
  the environment, prescribed by local, state, federal and international
  regulations, the risk of accidental contamination or injury from these materials
  cannot be completely eliminated. Nor can we eliminate the risk that one or more
  of our hazardous material or hazardous waste handlers may cause contamination
  for which, under laws imposing strict liability, we could be held liable. While
  we currently maintain insurance in amounts which we believe are appropriate in
  light of the risk of accident, we could be held liable for any damages that
  might result from any such event. Any such liability could exceed our insurance
  and available resources and could have a material adverse effect on our
  business.
  <PAGE>   12
           OUR SUCCESS DEPENDS ON OUR ABILITY TO ATTRACT STRATEGIC PARTNERS.
  
           We intend to continue pursuing a strategy of researching, developing
  and commercializing new products using the financial and technical support of
  corporate partners. Our success will depend, in part, on our ability to attract
  additional partners. There can be no assurance that we can successfully enter
  into additional strategic alliances or that such alliances will result in
  increased commercialization of our products.
  
           WE DEPEND ON THIRD PARTY REIMBURSEMENT TO OUR CUSTOMERS FOR MARKET
  ACCEPTANCE OF OUR PRODUCTS. IF THIRD PARTY PAYORS FAIL TO PROVIDE APPROPRIATE
  LEVELS OF REIMBURSEMENT FOR OUR PRODUCTS, OUR PROFITABILITY WOULD BE ADVERSELY
  AFFECTED.
  
           Medicare, Medicaid and other government insurance programs, as well as
  private insurance reimbursement programs greatly affect suppliers of health care
  products. Several of the products produced or processed by us, including our
  orthopedic implants, prostate seeds, radioactive stents, and interventional
  cardiology instruments and devices, are currently being reimbursed by third
  party payers. Our customers rely on third-party reimbursements to cover all or
  part of the costs of most of the procedures in which our products are used.
  Third party payers (including health maintenance organizations) may affect the
  pricing or relative attractiveness of our products by regulating the maximum
  amount of reimbursement provided by such payers to the physicians, hospitals and
  clinics using our devices, or by taking the position that such reimbursement is
  not available at all. The amounts of reimbursement by third party payers in
  those states that do provide reimbursement varies considerably. Major third
  party payers reimburse inpatient medical treatment, including all or most
  operating costs and all or most furnished items or services, including devices
  such as ours, at a prospectively fixed rate based on the diagnostic-related
  group ("DRG") that covers such treatment as established by the federal Health
  Care Financing Administration. For interventional cardiology procedures, the
  fixed rate of reimbursement is based on the procedure or procedures performed
  and is unrelated to the specific devices used in such procedure. Therefore, the
  amount of profit realized by suppliers of health care services in connection
  with the procedure may be reduced by the use of our devices if they prove to be
  costlier than competing products. If a procedure is not covered by a DRG,
  certain third party payers may deny reimbursement.
  
           Alternatively, a DRG may be assigned that does not reflect the costs
  associated with the use of our devices or devices treated using our services,
  resulting in limited reimbursement. If, for any reason, the cost of using our
  products or services was not to be reimbursed by third party payers, our ability
  to sell our products and services would be materially adversely affected. In the
  international market, reimbursement by private third party medical insurance
  providers, and governmental insurers and providers, varies from country to
  country. In certain countries, our ability to achieve significant market
  penetration may depend upon the availability of third party governmental
  reimbursement.
  
           PRODUCT LIABILITY CLAIMS COULD DAMAGE OUR REPUTATION AND HURT OUR
  FINANCIAL RESULTS.
  
           To date no product liability claims have been asserted against us;
  however, the testing, marketing and sale of implantable devices and materials
  entail an inherent risk that product
  <PAGE>   13
  liability claims will be asserted against us, if the use of our devices is
  alleged to have adverse effects on a patient, including exacerbation of a
  patient's condition, further injury, or death. A product liability claim or a
  product recall could have a material adverse effect on our business. Certain of
  our devices are designed to be used in treatments of diseases where there is a
  high risk of serious medical complications or death. Although we have obtained
  product liability insurance coverage, there can be no assurance that in the
  future we will be able to obtain such coverage on acceptable terms or that
  insurance will provide adequate coverage against any or all potential claims.
  Furthermore there can be no assurance that we will avoid significant product
  liability claims and the attendant adverse publicity. Any product liability
  claim or other claim with respect to underinsured liabilities could have a
  material adverse effect on our business.
  
           IF OUR SUPPLIERS CANNOT PROVIDE THE COMPONENTS OR SERVICES WE REQUIRE,
  OUR ABILITY TO MANUFACTURE OUR PRODUCTS COULD BE HARMED.
  
           We rely on a limited number of suppliers to provide materials and
  services used to manufacture our products. If we cannot obtain adequate
  quantities of necessary materials and services from our suppliers, there can be
  no assurance that we would be able to access alternative sources of supply
  within a reasonable period of time or at commercially reasonable rates.
  Moreover, in order to maintain our relationship with major suppliers, we may be
  required to enter into preferred supplier agreements that will increase the cost
  of materials obtained from such suppliers, thereby also increasing the prices of
  our products. The limited sources, the unavailability of adequate quantities,
  the inability to develop alternative sources, a reduction or interruption in
  supply or a significant increase in the price of raw materials or services could
  have a material adverse effect on our business.
  
           IF WE WERE TO LOSE THE SERVICES OF EITHER OUR PRESIDENT OR OUR CHIEF
  SCIENTIST, OUR BUSINESS WOULD BE ADVERSELY AFFECTED.
  
           We are substantially dependent, for the foreseeable future, upon our
  Chairman of the Board, President and Chief Executive Officer, Dr. Anthony J.
  Armini and our Vice President and Chief Scientist, Dr. Stephen N. Bunker, both
  of whom currently devote their full time and efforts to management. We have
  entered into an employment agreement with each of these officers. If we were to
  lose the services of Dr. Armini or Dr. Bunker for any significant period of
  time, our business would be materially adversely affected. We maintain key man
  life insurance policies of $1,000,000 and $500,000 respectively, insuring the
  lives of Messrs. Armini and Bunker.
  
           IF WE CANNOT ATTRACT AND RETAIN THE MANAGEMENT, SALES AND OTHER
  PERSONNEL WE NEED, WE WILL NOT BE SUCCESSFUL.
  
           There is intense competition for qualified personnel in the medical
  device field, and there can be no assurance that we will be able to continue to
  attract and retain qualified personnel necessary for the development of our
  business. The loss of the services of existing personnel as well as the failure
  to recruit additional qualified scientific, technical and managerial personnel
  in a timely manner would be detrimental to our anticipated growth and expansion
  into areas and activities requiring additional expertise such as marketing. The
  failure to attract and retain such personnel could adversely affect our
  business.
  <PAGE>   14
           OUR QUARTERLY RESULTS MAY FLUCTUATE SIGNIFICANTLY WOULD COULD ADVERSELY
  AFFECT OUR STOCK PRICE.
  
           We believe that our operating results may be subject to substantial
  quarterly fluctuations due to several factors, some of which are outside our
  control, including fluctuating market demand for, and declines in the average
  selling price of our products, the timing of significant orders from customers,
  delays in the introduction of new or improved products, delays in obtaining
  customer acceptance of new or changed products, the cost and availability of raw
  materials, and general economic conditions. We plan to further increase our
  expenditures to complete development and commercialize our new products, to
  increase our manufacturing capacity, to ensure compliance with the FDA's Quality
  Systems Regulations and to broaden our sales and marketing capabilities. A
  substantial portion of our revenue in any quarter historically has been derived
  from orders booked in that quarter, and historically, backlog has not been a
  meaningful indicator of revenues for a particular period. Accordingly, our sales
  expectations currently are based almost entirely on its internal estimates of
  future demand and not from firm customer orders.
  <PAGE>   15
                                   USE OF PROCEEDS
  
           We will not receive any proceeds from the sale of common stock by the
  selling stockholders, nor will any such proceeds be available for use by us or
  otherwise for the our benefit. See "Selling Stockholders."
  
                                     OUR COMPANY
  
  OUR BUSINESS
  
           Implant Sciences Corporation was incorporated in August 1984 and has,
  over the past sixteen years, developed core technologies using ion implantation
  and thin film coatings for medical device applications and has proprietary
  processes and equipment for the manufacture of medical radiation therapeutic
  devices. We are applying this technology to manufacture radioactive prostate
  seeds ("I-Plant Seeds") using a dry fabrication process which we believe is more
  cost-effective and less hazardous than conventional processes which use
  radioactive wet chemistry. The I-Plant seeds will be made radioactive in a
  nuclear reactor prior to shipment to customers. We believe that the
  opportunities for radioactive prostate seeds will continue to grow as an
  attractive alternative to other methods of treatment. On May 26, 1999, we
  received notification of pre-market clearance for our iodine-125 seed from the
  Food and Drug Administration ("FDA"). In the interventional cardiology field, we
  have a joint development agreement with a major stent manufacturer and an NIH
  Phase II grant to develop radioactive coronary stents. We believe these
  implants, radioactive seeds used for the treatment of prostate cancer and
  radioactive coronary stents for the prevention of restenosis (reclosure of the
  artery) after balloon angioplasty, will have a significant competitive advantage
  over currently existing devices.
  
           We are currently developing our proprietary thin film coating
  technology in order to apply it to radiopaque (visible by x-ray) coatings on
  stents, guidewires, catheters and other devices used in interventional
  cardiology procedures. In addition, we are applying our ion implantation
  technologies to modify surfaces to reduce polyethylene wear generation in
  orthopedic joint implants, manufactured by the Howmedica/Osteonics Division of
  Stryker Corporation and Biomet Incorporated. We also supply ion implantation
  services to numerous semiconductor manufacturers, research laboratories and
  universities. We currently have sixteen issued United States patents and eight
  United States patents pending covering our technologies and processes. We also
  have four international patent applications pending.
  
           Although there are a wide range of commercial applications for our
  proprietary technologies, we have chosen to focus on the medical device
  industry. Within the medical device industry, we are concentrating on the
  prostate cancer, interventional cardiology and orthopedic segments.
  
  OUR TECHNOLOGY
  
           We use two core technologies, ion implantation and thin film coatings,
  to provide enhanced surfaces to various medical implants and semiconductor
  products. With respect to each
  <PAGE>   16
  core technology, we have developed proprietary processes and equipment for the
  purpose of improving or altering the surfaces of medical implants and
  semiconductor wafers.
  
           Ion implantation and thin film coatings are techniques first developed
  in the 1970's to improve the functional surface properties of metals, ceramics
  and polymers, such as friction, wear, wettability and hardness.
  
           Ion implantation was initially developed as a means to dope
  semiconductors in the fabrication of integrated circuits. The accuracy,
  cleanliness and controllability of this process has made it the standard for
  semiconductor manufacturing. Ion implantation is generally preferred over other
  surface modification methods because it does not delaminate, does not require
  high temperatures and does not deform or alter the dimensions of the treated
  surface.
  
           Thin film coatings were initially developed to interconnect transistors
  on semiconductor chips. Thin films modify surfaces by layering a desired metal
  or ceramic coating on the substrate material. Common thin film coating
  techniques include chemical vapor deposition and physical vapor deposition.
  
  OUR ADDRESS
  
           Our executive offices are located at 107 Audubon Road #5, Wakefield,
  Massachusetts, and our telephone number at that location is (781) 246-0700.
  
                                SELLING STOCKHOLDERS
  
           The following table sets forth certain information with respect to the
  beneficial ownership of our common stock by each of the selling stockholders as
  of July 28, 2000 and as adjusted to reflect the sale of the shares of common
  stock offered hereby for all selling stockholders. Beneficial ownership of the
  common stock by the selling stockholders following this offering will depend on
  the number of shares sold by each selling stockholder. The shares of common
  stock offered by this Reoffer Prospectus may be offered from time to time by the
  selling stockholders named below. The following table assumes that all the
  common stock offered by this Reoffer Prospectus are sold. In addition, certain
  non-affiliates of Implant Sciences who each hold less than the lesser of 1,000
  shares and 1% of the shares issuable under the plan pursuant to which such
  shares were granted and who, therefore, are not required to be named in the
  following table may use this Reoffer Prospectus for offers and sales of up to an
  aggregate of 1,664 shares of common stock.
  
           We determined ownership in accordance with rules of the Securities and
  Exchange Commission. Beneficial ownership includes voting power and/or
  investment power with respect to the securities held by the named individuals.
  Shares of common stock subject to options currently exercisable or exercisable
  within 60 days of July 28, 2000, are deemed outstanding for purposes of
  computing the percentage beneficially owned by the person holding the options
  but are not deemed outstanding for purposes of computing the percentage
  beneficially owned by any
  <PAGE>   17
  other person. Except as otherwise noted, the persons or entities named have sole
  voting and investment power with respect to all shares shown as beneficially
  owned by them.
  
  <TABLE>
  <CAPTION>
  -------------------------------------------------------------------------------------------------------
                               SHARES BENEFICIALLY OWNED                        SHARES BENEFICIALLY OWNED
           NAME AND              BEFORE OFFERING(1)         NUMBER OF SHARES         AFTER OFFERING
     RELATIONSHIP WITH THE                                  BEING REGISTERED
           COMPANY               NUMBER        PERCENT      FOR SALE HEREBY       NUMBER         PERCENT
  -------------------------------------------------------------------------------------------------------
  <S>                          <C>             <C>          <C>                 <C>              <C>
  Erik Akhund                    10,200           *             10,200               0              0
  -------------------------------------------------------------------------------------------------------
  Charles Aviles                 41,334           *             41,334               0              0
  -------------------------------------------------------------------------------------------------------
  Leonard DeMild                114,000          2.0%           84,000            30,000            *
  -------------------------------------------------------------------------------------------------------
  Donald Dench                   60,000          1.0%           30,000            30,000            *
  -------------------------------------------------------------------------------------------------------
  Dennis Gadarowski              60,000          1.0%           30,000            30,000            *
  -------------------------------------------------------------------------------------------------------
  Kathleen Gadarowski and        54,000           *             54,000               0              0
  Mark Gadarowski
  -------------------------------------------------------------------------------------------------------
  Keith Hensley                  22,332           *             22,332               0              0
  -------------------------------------------------------------------------------------------------------
  Darryl Huntington              30,000           *             30,000               0              0
  -------------------------------------------------------------------------------------------------------
  Gregory Huntington, Sr.        60,000          1.0%           30,000            30,000            *
  -------------------------------------------------------------------------------------------------------
  Michael Nelson                 63,000          1.1%           33,000            30,000            *
  -------------------------------------------------------------------------------------------------------
  Diane Ryan                     60,000          1.0%           30,000            30,000            *
  -------------------------------------------------------------------------------------------------------
  Richard Sahagian               90,000          1.6%           33,642            56,358          1.0%
  -------------------------------------------------------------------------------------------------------
  David Santos                   30,000           *             30,000               0              0
  -------------------------------------------------------------------------------------------------------
  Johann Wood                    4,002            *              4,002               0              0
  -------------------------------------------------------------------------------------------------------
  </TABLE>
  * Less than 1%.
  
  (1) Includes shares of common stock not currently owned but which are subject
      to options currently exercisable or exercisable within 60 days of
      July 28, 2000.
  
           The Registration Statement shall also cover any additional shares of
  common stock that become issuable in connection with the shares of common stock
  registered for sale hereby by reason of any stock dividend, stock split,
  recapitalization, or other similar transaction effected without the receipt of
  consideration that results in an increase in the number of outstanding shares of
  our common stock.
  
                                PLAN OF DISTRIBUTION
  
           The shares offered hereby may be sold from time to time by the selling
  stockholders, the pledgees, donees, transferees or other successors in interest
  of the selling stockholders and by certain unnamed non-affiliates of the
  company, each of whom holds less than 1,000 shares purchased under the 1998
  Employee Stock Purchase Plan. Such sales may be made on the American Stock
  Exchange, or otherwise, at prices and on terms then prevailing or at prices
  related to the then-current market prices, or in negotiated transactions at
  negotiated prices. The shares may be sold by one or a combination of the
  following: (a) a block trade in which the broker or dealer so engaged will
  attempt to sell the shares as agent, but may position and resell a portion of
  the block as principal to facilitate the transaction; (b) purchases by a broker
  or dealer as principal and resale by such broker or dealer for its account
  pursuant to this Reoffer Prospectus; (c) an exchange distribution in accordance
  with the rules of such exchange; and (d) ordinary brokerage transactions and
  transactions in which the broker solicits purchasers. In effecting sales,
  brokers or dealers engaged by the selling stockholders may arrange for other
  brokers or dealers to participate. Brokers or dealers will receive commissions
  or discounts from selling stockholders in amounts to be negotiated immediately
  prior to the sale. The selling
  <PAGE>   18
  stockholders and any broker-dealers that participate in the distribution may be
  deemed to be "underwriters" within the meaning of Section 2(11) of the
  Securities Act, and any commission received by them and any profit on the resale
  of shares sold by them may be deemed to be underwriting discounts and
  commissions. In addition, any securities covered by this Reoffer Prospectus that
  qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than
  pursuant to the Reoffer Prospectus.
  
           Upon the company being notified by a selling stockholder that any
  material arrangement has been entered into with a broker-dealer for the sale of
  shares through a block trade, special offering, exchange distribution or
  secondary distribution or a purchase by a broker or dealer, a supplemented
  prospectus will be filed, if required, pursuant to Rule 424(c) under the
  Securities Act, setting forth (i) the name of such selling stockholder and the
  name of each of the anticipating broker-dealers, (ii) the number of shares
  involved, (iii) the price at which such shares were sold, (iv) the commissions
  paid or discounts or concessions allowed to such broker-dealers, where
  applicable, (v) a statement to the effect that such broker-dealers did not
  conduct any investigation to verify the information set out or incorporated by
  reference in this Reoffer Prospectus and (vi) other facts material to the
  transaction.
  
           We have agreed to pay the expenses incurred in connection with
  preparing and filing the Registration Statement and this Reoffer Prospectus
  (other than selling commissions).
  
  LIMITATIONS ON RESALE
  
           As of the date of this Reoffer Prospectus, we do not meet the
  registrant requirements for the use of Form S-3. Therefore, pursuant to General
  Instruction C of Form S-8, the selling stockholders, and any other persons with
  whom a selling stockholder is acting in concert for the purpose of selling
  securities of the company, are subject to the volume resale limitations of Rule
  144(e) under the Securities Act. Rule 144(e) limits the volume of sales of
  shares for the account of persons subject to its provisions to the greater of
  (a) 1% of the shares of the class outstanding as shown by the most recent report
  issued or published by the issuer or (b) the average weekly trading volume in
  the securities as determined pursuant to Rule 144(e).
  
                                    LEGAL MATTERS
  
           The validity of the shares of common stock offered hereby will be
  passed upon for us by Foley, Hoag & Eliot LLP, Boston, Massachusetts.
  
                                       EXPERTS
  
           The financial statements of Implant Sciences Corporation appearing in
  Implant Sciences Corporation's Annual Report on Form 10-KSB for the year ended
  June 30, 1999, have been audited by Ernst & Young LLP, independent auditors, as
  set forth in their report thereon included therein and incorporated herein by
  reference. Such financial statements are incorporated herein by reference in
  reliance upon such report given on the authority of such firm as experts in
  accounting and auditing.
  <PAGE>   19
           No broker, dealer or any other person has been authorized to give any
  information or to make any representations in connection with this offering
  other than those contained in this Reoffer Prospectus, and, if given or made,
  such information or representations must not be relied upon as having been
  authorized by us or any selling stockholder. This Reoffer Prospectus does not
  constitute an offer to sell or a solicitation of an offer to buy any securities
  other than the shares of common stock to which it relates or an offer to, or a
  solicitation of, any person in any jurisdiction where such an offer or
  solicitation would be unlawful. Neither the delivery of this Reoffer Prospectus
  nor any sale made hereunder shall, under any circumstances, create any
  implication that there has been no change in the affairs of the company since
  the date hereof or that information contained herein is correct as of any time
  subsequent to its date.
  <PAGE>   20
                                  TABLE OF CONTENTS
  
  <TABLE>
  <CAPTION>
                                                                               PAGE
  <S>                                                                          <C>
  Available Information ....................................................     2
  
  Incorporation of Certain Documents by Reference ..........................     2
  
  Risk Factors .............................................................     3
  
  Use of Proceeds ..........................................................    12
  
  Our Company ..............................................................    12
  
  Selling Stockholders .....................................................    13
  
  Plan of Distribution .....................................................    14
  
  Legal Matters ............................................................    15
  
  Experts ..................................................................    16
  </TABLE>
  <PAGE>   21
                            IMPLANT SCIENCES CORPORATION
  
  
  
                           464,174 SHARES OF COMMON STOCK
  
  
  
  
  
                                     PROSPECTUS
  
  
  
  
  
                                   AUGUST 2, 2000
  <PAGE>   22
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed with the Securities and Exchange
  Commission (the "Commission") are incorporated in this Registration Statement by
  reference:
  
           (a) our Annual Report on Form 10-KSB for the fiscal year ended June 30,
  1999, as filed with the Commission on September 28, 1999;
  
           (b) the description of the our common stock contained in the
  Registration Statement on Form SB-2 filed with the Commission on September 29,
  1998 under Section 12 of the Securities Exchange Act of 1934, including any
  amendments or reports filed for the purpose of updating such description;
  
           (c) our Quarterly Report on Form 10-QSB for the quarterly period ended
  September 30, 1999, as filed with the Commission on November 12, 1999;
  
           (d) our Quarterly Report on Form 10-QSB for the quarterly period ended
  December 31, 1999, as filed with the Commission on February 14, 2000; and
  
           (e) our Quarterly Report on Form 10-QSB for the quarterly period ended
  March 31, 2000, as filed with the Commission on May 15, 2000.
  
           All documents subsequently filed by us pursuant to Sections 13(a),
  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
  of a post-effective amendment which indicates that all securities offered have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed to be incorporated by reference in this Registration Statement and to be
  part hereof from the date of filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           No applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Article VI.C. of our Amended and Restated Articles of Organization
  provides that a director shall not have personal liability to the company or its
  stockholders for monetary damages arising out of the director's breach of
  fiduciary duty as a director of the company, to the maximum extent permitted by
  Massachusetts law. Section 13(b)(1 1/2) of Chapter 156B of the
  <PAGE>   23
  Massachusetts General Laws provides that the articles of organization of a
  corporation may state a provision eliminating or limiting the personal liability
  of a director to a corporation or its stockholders for monetary damages for
  breach of fiduciary duty as a director, provided, however, that such provision
  shall not eliminate or limit the liability of a director (i) for any breach of
  the director's duty of loyalty to the corporation or its stockholders, (ii) for
  acts or omissions not in good faith or which involve intentional misconduct or a
  knowing violation of law, (iii) under sections 61 or 62 of Chapter 156B of the
  Massachusetts General Laws, which relate to liability for unauthorized
  distributions and loans to insiders, respectively, or (iv) for any transaction
  from which the director derived an improper personal benefit.
  
           Article VI.D. of our Amended and Restated Articles of Organization
  further provides that the company shall, to the fullest extent authorized by
  Chapter 156B of the Massachusetts General Laws, indemnify each person who is, or
  shall have been, a director or officer of the company or who is or was a
  director or employee of the company and is serving, or shall have served, at our
  request, as a director or officer of another organization or in any capacity
  with respect to any employee benefit plan of the company, against all
  liabilities and expenses (including judgments, fines, penalties, amounts paid or
  to be paid in settlement, and reasonable attorneys' fees) imposed upon or
  incurred by any such person in connection with, or arising out of, the defense
  or disposition of any action, suit or other proceeding, whether civil or
  criminal, in which they may be involved by reason of being or having been such a
  director or officer or as a result of service with respect to any such employee
  benefit plan. Section 67 of Chapter 156B of the Massachusetts General Laws
  authorizes a corporation to indemnify its directors, officers, employees and
  other agents unless such person shall have been adjudicated in any proceeding
  not to have acted in good faith in the reasonable belief that such action was in
  the best interests of the corporation or, to the extent such matter related to
  service with respect to an employee benefit plan, in the best interests of the
  participants or beneficiaries of such employee benefit plan.
  
           The effect of these provisions would be to permit indemnification by us
  for, among other liabilities, liabilities arising out of the Securities Act of
  1933, as amended (the "Securities Act").
  
           Section 67 of Chapter 156B of the Massachusetts General Laws also
  affords a Massachusetts corporation the power to obtain insurance on behalf of
  its directors and officers against liabilities incurred by them in those
  capacities. We intend to procure a directors and officers liability and company
  reimbursement liability insurance policy that (i) insures our directors and
  officers against losses (above a deductible amount) arising from certain claims
  made against them by reason of certain acts done or attempted by such directors
  or officers and (ii) insures us against losses (above a deductible amount)
  arising from any such claims, but only if we are required or permitted to
  indemnify such directors or officers for such losses under statutory or common
  law or under provisions of the our Amended and Restated Articles of Organization
  or Amended and Restated By-Laws.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           The 464,174 shares of common stock covered by this registration
  statement are restricted securities being offered for resale by stockholders of
  the registrant. These share were issued to
  <PAGE>   24
  the stockholders by the registrant in reliance on the exemption provided by
  Section 4(2) of the Securities Act relating to sales by an issuer not involving
  a public offering. In each case, the shares were issued to the stockholders upon
  the stockholder's exercise of a stock option granted under the 1992 Stock Option
  Plan or were purchased by the stockholder under the 1998 Employee Stock Purchase
  Plan.
  
  ITEM 8.  EXHIBITS.
  
  <TABLE>
  <S>      <C>
  4.1      Specimen certificate for the common stock of the company (included as
           Exhibit 4.1 to our Registration Statement on Form SB-2, Registration
           Number 333-64499, and incorporated herein by reference)
  
  5.1      Opinion of Counsel
  
  10.2     1992 Stock Option Plan (included as Exhibit 10.30 to our Registration
           Statement on Form SB-2, Registration Number 333-64499, and incorporated
           herein by reference)
  
  10.2     1998 Incentive and Non-Qualified Stock Option Plan (included as Exhibit
           10.32 to our Registration Statement on Form SB-2, Registration Number
           333-64499, and incorporated herein by reference)
  
  10.3     1998 Employee Stock Purchase Plan
  
  23.1     Consent of Independent Auditors
  
  23.2     Consent of Counsel (included in Exhibit 5.1)
  
  24.1     Power of Attorney (contained on the signature page)
  </TABLE>
  
  ITEM 9.  UNDERTAKINGS.
  
           1.       The undersigned registrant hereby undertakes:
  
                    (a)      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;
  
                             (ii)     To reflect in the prospectus any facts or
                                      events arising after the effective date of
                                      the Registration Statement (or the most
                                      recent post-effective amendment thereof)
                                      which, individually or in the aggregate,
                                      represent a fundamental change in the
                                      information set forth in the Registration
                                      Statement; and
  <PAGE>   25
                             (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 1(a)(i) and
                             1(a)(ii) do not apply if the information required
                             to be included in a post-effective amendment by
                             those paragraphs is contained in periodic reports
                             filed by the Registrant pursuant to Section 13 or
                             Section 15(d) of the Securities Exchange Act of 1934
                             that are incorporated by reference herein.
  
                    (b)      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 herein, and the offering of such securities
                             at that time shall be deemed to be the initial bona
                             fide offering thereof.
  
                    (c)      To remove from registration by means of a
                             post-effective amendment any of the securities being
                             registered which remain unsold at the termination of
                             the offering.
  
           2.       The undersigned Registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act 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 herein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
           3.       Insofar as indemnification for liabilities arising under the
  Securities Act 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.
  <PAGE>   26
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Wakefield, Massachusetts, on this 2nd day of August
  2000.
  
  
                                          IMPLANT SCIENCES CORPORATION
  
  
                                          By: /s/Anthony J. Armini
                                             -------------------------------------
                                              Anthony J. Armini
                                              President, Chief Executive Officer &
                                              Chairman of the Board of Directors
                                              (Principal Executive Officer)
  
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
  appears below constitutes and appoints Anthony J. Armini and Darlene M.
  Deptula-Hicks, and each of them, true and lawful attorneys-in-fact and agents
  with full power of substitution, for and in such name, place and stead, in any
  and all capacities, to sign any and all amendments (including post-effective
  amendments) to this Registration Statement, and to file the same, with all
  exhibits thereto, and all documents in connection therewith, with the Securities
  and Exchange Commission, granting unto said attorneys-in-fact and agents, and
  each of them, full power and authority to do and perform each and every act and
  thing which they, or any of them, may deem necessary or advisable to be done in
  connection with this Registration Statement, as fully to all intents and
  purposes as he or she might or could do in person, hereby ratifying and
  confirming all that said attorneys-in-fact and agents or any of them, or any
  substitute or substitutes for any or all of them, may lawfully do or cause to be
  done by virtue hereof.
  <PAGE>   27
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities as of August 2, 2000.
  
  <TABLE>
  <CAPTION>
  SIGNATURE                                   TITLE                                  DATE
  ---------                                   -----                                  ----
  <S>                                 <C>                                         <C>
  
  
  /s/Anthony J. Armini                President; Chief Executive Officer          August 2, 2000
  ----------------------------        Chairman of the Board of Directors
  Anthony J. Armini                   (Principal Executive Officer)
  
  
  /s/Darlene M. Deptula-Hicks         Vice President & Chief Financial Officer;   August 2, 2000
  ----------------------------        (Principal Financial Officer)
  Darlene M. Deptula-Hicks
  
  
  /s/Stephen N. Bunker                Vice President, Chief Scientist &           August 2, 2000
  ----------------------------        Director
  Stephen N. Bunker
  
  
  /s/Robert E. Hoisington             Director                                    August 2, 2000
  ----------------------------
  Robert E. Hoisington
  
  
  /s/Shunkichi Shimizu                Director                                    August 2, 2000
  ----------------------------
  Shunkichi Shimizu
  
  
  /s/Michael Szycher                  Director                                    August 2, 2000
  ----------------------------
  Michael Szycher
  </TABLE>
  <PAGE>   28
                                    EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  Exhibit
    No.         Description
  -------       -----------
  <S>           <C>
  4.1           Specimen certificate for the common stock of the company
                (included as Exhibit 4.1 to our Registration Statement on Form
                SB-2, Registration Number 333-64499, and incorporated herein
                by reference)
  
  5.1           Opinion of Counsel
  
  10.1          1992 Stock Option Plan  (included as Exhibit 10.30 to our
                Registration Statement on Form SB-2, Registration Number
                333-64499, and incorporated herein by reference)
  
  10.2          1998 Incentive and Non-Qualified Stock Option Plan (included
                as Exhibit 10.32 to our Registration Statement on Form SB-2,
                Registration Number 333-64499, and incorporated herein by
                reference)
  
  10.3          1998 Employee Stock Purchase Plan
  
  23.1          Consent of Independent Auditors
  
  23.2          Consent of Counsel (included in Exhibit 5.1)
  
  24.1          Power of Attorney (contained on the signature page)
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "IMPLANT SCIENCES, CORPORATION", "secsgml_size_bytes": 75385}]
metadata_filer: {"company-data": {"conformed-name": "IMPLANT SCIENCES CORP", "cik": "0001068874", "assigned-sic": "3841", "irs-number": "042837126", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42816", "film-number": "684156"}, "business-address": {"street1": "107 AUDUBON ROAD #5", "city": "WAKEFIELD", "state": "MA", "zip": "01880-1246", "phone": "7812460700"}}
text: 1
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C., 20549
                                  -----------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                            IMPLANT SCIENCES CORPORATION
               (Exact Name of Registrant as Specified in its Charter)
  
                 MASSACHUSETTS                              04-2837126
        (State or other jurisdiction of          (IRS Employer Identification No.)
         Incorporation or Organization)
  
              107 AUDUBON ROAD #5
                 WAKEFIELD, MA                                 01880
   (Address of Principal Executive Offices)                 (Zip Code)
  
                            IMPLANT SCIENCES CORPORATION
                  1998 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
                               1992 STOCK OPTION PLAN
                          1998 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plan)
                               ----------------------
  
                                  ANTHONY J. ARMINI
                                107 Audubon Road, #5
                           Wakefield, Massachusetts 01880
                   (781) 246-0700 / Facsimile No.: (781) 246-1167
              (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)
  
                          Copies of all communications to:
  
                               DAVID A. BROADWIN, ESQ.
                               FOLEY, HOAG & ELIOT LLP
                               One Post Office Square
                          Boston, Massachusetts 02109-2170
                   (617) 832-1000 / Facsimile No.: (617) 832-7000
  
                                --------------------
  2
                           CALCULATION OF REGISTRATION FEE
                  ------------------------------------------------
  Title of Securities to      Amount to be       Proposed Maximum       Proposed Maximum       Amount of
  Be Registered                Registered       Offering Price per     Aggregate Offering     Registration
                                                     Share(1)               Price(1)              Fee
  Common Stock
  ($.10 par value)           462,510 shares           $7.687              $3,555,314.37         $  939(2)
  
  Common Stock
  ($.10 par value)           316,758 shares           $1.60               $  506,812.80         $  134(3)
  
  Common Stock
  ($.10 par value)           123,364 shares           $6.20               $  764,856.80         $  202(4)
  
  Common Stock
  ($.10 par value)           116,636 shares           $7.687              $  896,580.93         $  237(5)
  
  Common Stock
  ($.10 par value)           139,336 shares           $6.533              $  910,282.09         $  240(6)
  
  Common Stock
  ($.10 par value)            1,664 shares            $7.687              $   12,791.17         $    3(7)
  (1)  Estimated solely for the purposes of determining the registration fee.
  
  (2)  In accordance with Rule 457(c) under the Securities Act of 1933, the
       calculation with respect to shares issued and outstanding at July 28, 2000
       pursuant to the exercise of stock options granted under the Implant
       Sciences Corporation 1992 Stock Option Plan is based on the average of the
       high and low sale prices reported on the American Stock Exchange on July
       28, 2000.
  
  (3)  In accordance with Rule 457(h) under the Securities Act of 1933, the
       calculation with respect to shares issuable under stock options granted
       under the 1992 Plan and outstanding at July 28, 2000 is based on the
       exercise prices of such options.
  
  (4)  In accordance with Rule 457(h) under the Securities Act of 1933, the
       calculation with respect to shares issuable under stock options granted
       under the 1998 Incentive and Nonqualified Stock Option Plan and outstanding
       at July 28, 2000 is based on the exercise prices of such options.
  
  (5)  In accordance with Rules 457(c) and (h) under the Securities Act of 1933,
       the calculation with respect to shares issuable pursuant to options that
       may be granted under the 1998 Plan but that have not yet been granted as of
       July 28, 2000 is based on the average of the high and low sale prices
       reported on the American Stock Exchange on July 28, 2000.
  
  (6)  In accordance with Rules 457(c) and (h) under the Securities Act of 1933,
       the calculation with respect to shares issuable pursuant to the 1998
       Employee Stock Purchase Plan is based on 85% of the average of the high and
       low sale prices reported on the American Stock Exchange on July 28, 2000.
  
  (7)  In accordance with Rule 457(c) under the Securities Act of 1933, the
       calculation with respect to shares issued and outstanding at July 28, 2000
       pursuant to the purchase of shares under the 1998 Employee Stock Purchase
       Plan is based on the average of the high and low sales prices reported on
       the American Stock Exchange on July 28, 2000
  3
                                 REOFFER PROSPECTUS
  
           The material which follows, up to but not including the page beginning
  Part II of this registration statement, constitutes a Reoffer Prospectus
  prepared in accordance with the applicable requirements of Part I of Form S-3
  under General Instruction C to Form S-8. The Reoffer Prospectus is to be used in
  connection with resales of restricted securities issued and outstanding under
  the 1992 Stock Option Plan and the 1998 Employee Stock Purchase Plan.
  4
                                   464,174 SHARES
  
                            IMPLANT SCIENCES CORPORATION
  
                                    COMMON STOCK
  
             THIS DOCUMENT CONSTITUTES PART OF A REGISTRATION STATEMENT
                         COVERING SECURITIES THAT HAVE BEEN
                     REGISTERED UNDER THE SECURITIES ACT OF 1933
  
           This Reoffer Prospectus relates to the resale, by the holders of
  464,174 shares of common stock, par value $.10 per share, of Implant Sciences
  Corporation, issued pursuant to the exercise of options granted under the 1992
  Stock Option Plan and the purchase of stock under the 1998 Employee Stock
  Purchase Plan. We will refer to such holders as selling stockholders.
  
           We will not receive any of the proceeds from the offering. We will bear
  the costs relating to the registration of the shares offered hereby (other than
  selling commissions).
  
           The selling stockholders named herein or any pledgees, donees,
  transferees or other successors in interest, may offer the shares of common
  stock, from time to time during the effectiveness of this registration, for sale
  through the American Stock Exchange, in one or more negotiated transactions, or
  through a combination of methods of sale, at prices and on terms then prevailing
  or at negotiated prices. Sales may be effected to or through broker-dealers, who
  may receive compensation in the form of discounts, concessions or commissions in
  connection therewith. See "Plan of Distribution."
  
           Our common stock is traded on the American Stock Exchange under the
  symbol "IMX." On July 28, 2000, the closing price for the common stock, as
  reported on the American Stock Exchange, was $7.875 per share.
  
           Our executive offices are located at 107 Audubon Road #5, Wakefield,
  Massachusetts, and our telephone number at that location is (781) 246-0700.
  
                                 ------------------
  
           The common stock offered hereby involves a high degree of risk.
                      SEE "RISK FACTORS" BEGINNING AT PAGE 3.
  
                                 ------------------
  
            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
             SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
          COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
          STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
        OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
                                      OFFENSE.
  
                   THE DATE OF THIS PROSPECTUS IS AUGUST 2, 2000.
  5
                               AVAILABLE INFORMATION
  
           We are subject to the informational requirements of the Securities
  Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
  therewith we file reports and other information with the Securities and Exchange
  Commission. You may inspect such reports and other information and obtain copies
  (at prescribed rates) at the Commission's Public Reference Section, 450 Fifth
  Street, N.W., Room 1024, Washington D.C. 20549, and at the Commission's Regional
  Offices at Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
  Chicago, Illinois 60661-2511 and 7 World Trade Center, Suite 1300, New York, New
  York 10048. Our SEC filings are also available to the public on the Security and
  Exchange Commission's website at http://www.sec.gov. You may also inspect
  reports and other information concerning Implant Sciences at the offices of the
  American Stock Exchange.
  
           This Reoffer Prospectus constitutes part of a Registration Statement on
  Form S-8 (the "Registration Statement") filed by us with the Commission under
  the Securities Act of 1933, as amended (the "Securities Act"). This Reoffer
  Prospectus does not contain all of the information contained in the Registration
  Statement, and reference is hereby made to the Registration Statement and
  related exhibits for further information with respect to our company and the
  securities offered hereby. Any statements contained herein concerning the
  provisions of any document are not necessarily complete, and, in such instance,
  reference is made to the copy of such document filed as an exhibit to the
  Registration Statement or otherwise filed with the Commission. Each such
  statement is qualified in its entirety by such reference.
  
                   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
           The following documents which we have previously filed with the
  Commission pursuant to the Securities Act and the Exchange Act are incorporated
  herein by reference: (1) our Annual Report on Form 10-KSB for the fiscal year
  ended June 30, 1999, (2) certain portions of our Registration Statement on Form
  SB-2, File No. 333-64499; (3) our Quarterly Report on Form 10-QSB for the
  quarterly period ended September 30, 1999; (4) our Quarterly Report on Form
  10-QSB for the quarterly period ended December 31, 1999; and (5) our Quarterly
  Report on Form 10-QSB for the quarterly period ended March 31, 2000.
  
           All reports and other documents subsequently filed by the company
  pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
  of this Reoffer Prospectus and prior to the termination of the offering made
  hereby shall be deemed to be incorporated by reference herein and to be a part
  hereof from the date of the filing of such reports and documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for purposes of this Reoffer
  Prospectus to the extent that a statement contained herein modifies or
  supersedes such statement. Any statement so modified or superseded shall not be
  deemed, except as so modified or superseded, to constitute a part of the
  Registration Statement or this Reoffer Prospectus.
  
           Any person to whom a copy of this Reoffer Prospectus is delivered may
  obtain, without charge, upon written or oral request, a copy of any of the
  documents incorporated by reference
  6
  herein, except for the exhibits to such documents (other than exhibits expressly
  incorporated by reference into such documents). Requests for such documents
  should be addressed to the Chief Financial Officer of Implant Sciences
  Corporation, 107 Audubon Road, #5, Wakefield Massachusetts 01880 or directed to
  the Chief Financial Officer at telephone number (781) 246-0700.
  
                                    RISK FACTORS
  
           WE DO NOT OPERATE AT A PROFIT AND DO NOT EXPECT TO BE PROFITABLE FOR
  SOME TIME.
  
           During the nine months ended March 31, 2000, the Company had a net loss
  of $1,627,875. The Company plans to further increase its expenditures to
  complete development and commercialization of its new products, to increase its
  manufacturing capacity and equipment, to ensure compliance with the FDA's
  Quality System Regulations and broaden its sales and marketing capabilities. As
  a result, the Company believes that it will likely incur losses over the next
  several quarters. The accumulated deficit as of March 31, 2000 was $2,163,704.
  
           INTENSE COMPETITION AND RAPID TECHNOLOGICAL CHANGE COULD HARM OUR
  FINANCIAL PERFORMANCE.
  
           The medical device industry is characterized by rapidly evolving
  technology and intense competition. Among the most closely competing products in
  intracoronary radiation therapy are radioactive tipped guidewires and
  radioactive fluid-filled balloons. Many of our competitors have substantially
  greater capital resources, greater research and development, manufacturing and
  marketing resources and experience and greater name recognition than we do.
  There can be no assurance that our competitors will not succeed in developing or
  marketing technologies and products that are more effective than our products or
  that would render our products obsolete or noncompetitive. Moreover, there can
  be no assurance that we will be able to price our products at or below the
  prices of competing products and technologies in order to facilitate market
  acceptance. In addition, new procedures and medications could be developed that
  replace or reduce the importance of procedures that use our products.
  Accordingly, our success will depend in part on our ability to respond quickly
  to medical and technological changes through the development and introduction of
  new products and enhancements. Product development involves a high degree of
  risk and there can be no assurance that our new product development efforts will
  result in any commercially successful products. Our failure to compete or
  respond to technological change in an effective manner would have a material
  adverse effect on our business.
  
           OUR PRODUCTS AND TECHNOLOGIES MAY NOT BE ACCEPTED BY THE MEDICAL
  COMMUNITY WHICH COULD HARM OUR FINANCIAL PERFORMANCE.
  
           There can be no assurance that our radioactive prostate seeds and
  coronary stents, orthopedic ceramic coatings, or radiopaque coatings will
  achieve acceptance, or continue to receive acceptance, by the medical community
  and market acceptance generally. The degree of market acceptance for our
  products and services will also depend upon a number of factors
  7
  including the receipt and timing of regulatory approvals and the establishment
  and demonstration in the medical community and among health care payers of the
  clinical safety, efficacy and cost effectiveness of our products. Certain of the
  medical indications that can be treated by our devices or devices treated using
  our coatings can also be treated by other medical procedures. Decisions to
  purchase our products will primarily be influenced by members of the medical
  community, who will have the choice of recommending medical treatments, such as
  radiotherapeutic seeds, or the more traditional alternatives, such as surgery
  and external beam radiation therapy. Many alternative treatments currently are
  widely accepted in the medical community and have a long history of use. There
  can be no assurance that our devices or technologies will be able to replace
  such established treatments or that physicians, health care payers, patients or
  the medical community in general will accept and utilize our devices or any
  other medical products that may be developed or treated by us even if regulatory
  and reimbursement approvals are obtained. Long-term market acceptance of our
  products and services will depend, in part, on the capabilities, operating
  features and price of the our products and technologies as compared to those of
  other available products and services. Failure of our products and
  technologies to gain market acceptance would have a material adverse effect on
  our business.
  
           WE HAVE LIMITED INTERNAL MARKETING AND SALES RESOURCES AND MAY NOT BE
  ABLE TO MARKET OR DISTRIBUTE OUR PRODUCTS SUCCESSFULLY.
  
           Because our medical products will be targeted to the medical community,
  we will have limited options in distributing our products and may incur
  additional requirements imposed on us by the FDA or our customers or
  distribution partners with respect to product characteristics and quality. A
  significant portion of our sales to date have depended on our ability to provide
  products that meet the requirements of other medical product companies. There
  can be no assurance that we will be able to market our products successfully or
  that we will be able to enter into contracts for distribution of our products.
  We have limited internal marketing and sales resources and personnel. In order
  to market and sell our products and services, we expect to enter into
  distribution agreements. There can be no assurance that we will be able to enter
  into such agreements.
  
           OUR FUTURE PROFITABILITY DEPENDS ON OUR ABILITY TO COMPLETE DEVELOPMENT
  OF OUR PRODUCTS.
  
           We currently market or plan to market products, including radioactive
  prostate seeds, radioactive tipped guidewires and radioactive coronary stents,
  orthopedic ceramic coatings, and radiopaque coatings that may require
  substantial further investment in research, product development, preclinical and
  clinical testing and governmental regulatory approvals prior to being marketed
  and sold. Our ability to increase revenues and achieve profitability and
  positive cash flow will depend, in part, on our ability to complete such product
  development efforts, obtain such regulatory approvals, and establish
  manufacturing and marketing programs and gain market acceptance for such
  proposed products.
  
           In particular, our radioactive coronary stents are in an early stage of
  development. There can be no assurance that the clinical trials will ever be
  undertaken or, if undertaken, will
  8
  conclude that the radioactive coronary stents have a sufficient degree of safety
  and efficacy. In addition, there can be no assurance that the radioactive
  coronary stents will reduce the frequency of restenosis outside of test
  conditions.
  
           Our product development efforts are subject to the risks inherent in
  the development of such products. These risks include the possibility that our
  products will be found to be ineffective or unsafe, or will otherwise fail to
  receive necessary regulatory approvals; that the products will be difficult to
  manufacture on a large scale or be uneconomical to market; that the proprietary
  rights of third parties will interfere with our product development; or that
  third parties will market superior or equivalent products which achieve greater
  market acceptance. Furthermore, there can be no assurance that we will be able
  to conduct our product development efforts within the time frames currently
  anticipated or that such efforts will be completed successfully.
  
           WE OWN PATENTS, TRADE SECRETS AND OTHER INTELLECTUAL PROPERTY AND
  KNOW-HOW THAT WE BELIEVE ALLOWS US TO COMPETE EFFECTIVELY. LIMITATIONS ON OUR
  ABILITY TO PROTECT OUR INTELLECTUAL PROPERTY OR CONTINUE TO USE OUR INTELLECTUAL
  PROPERTY COULD HARM OUR FINANCIAL PERFORMANCE.
  
           Our ability to compete effectively will depend to a significant extent
  on our ability to operate without infringing the intellectual property rights of
  others. Many participants in the medical device area aggressively seek patent
  protection and have increasing numbers of patents, and have frequently
  demonstrated a readiness to commence litigation based on patent infringement.
  Third parties may assert exclusive patent rights to technologies that are
  important to us.
  
           We are aware of a U.S. patent of a third party having broad claims
  covering radioactive stents and methods of using radioactive stents for the
  treatment of restenosis. We have not sought a formal opinion of counsel
  regarding the validity of this patent or whether our processes may infringe this
  patent. We plan to implant radioactivity onto coronary stents manufactured by
  the patent holder, its licensees or others. If our plans to implant
  radioactivity onto the patent holder's stents do not succeed, and/or if we
  implant radioactivity onto stents that are not manufactured by the patentholder
  or its licensees, there can be no assurance that the holder of this patent will
  not seek to enforce the patent against us or the manufacturer of the stents, or
  that we would prevail in any such enforcement action.
  
           If the patent holder seeks to enforce the patent against us, we may be
  required to engage in costly and protracted litigation; discontinue the
  manufacture or activation of radioactive stents; develop non-infringing
  technology; or enter into a license arrangement with respect to the patent.
  There can be no assurance that we would be able to develop non-infringing
  technology, or that any necessary licenses would be available, or that, if
  available, such licenses could be obtained on commercially reasonable terms.
  There can be no assurance that any such litigation would not result in the
  patent holder obtaining an injunction which would prevent us from implanting
  radioactivity onto stents. In addition, the costs associated with defending a
  patent infringement claim are significant, even if we ultimately prevails, and
  we would be required to commit considerable financial and management resources
  in defending such claim which would have a material adverse effect on our
  business, financial condition, and results of operations.
  9
           OUR SUCCESS WILL DEPEND ON OUR ABILITY TO OBTAIN NEW PATENTS AND
  OPERATE WITHOUT INFRINGING ON THE PROPRIETARY RIGHTS OF OTHERS.
  
           Although we have sixteen United States patents issued and eight United
  States and four international patent applications pending for our technology and
  processes, our success will depend, in part, on our ability to obtain the
  patents applied for and maintain trade secret protection for our technology and
  operate without infringing on the proprietary rights of third parties. The
  validity and breadth of claims in medical technology patents involve complex
  legal and factual questions and, therefore, may be highly uncertain. No
  assurance can be given that any pending patent applications or any future patent
  application will issue as patents that the scope of any patent protection
  obtained will be sufficient to exclude competitors or provide competitive
  advantages to us, that any of our patents will be held valid if subsequently
  challenged or that others will not claim rights in or ownership of the patents
  and other proprietary rights held us. Furthermore, there can be no assurance
  that others have not or will not develop similar products, duplicate any of our
  products or design around any patents issued or that may be issued in the future
  to us. In addition, whether or not patents are issued to us, others may hold or
  receive patents which contain claims having a scope that covers products or
  processes developed by us.
  
           Moreover, there can be no assurances that patents issued to us will not
  be challenged, invalidated or circumvented or that the rights thereunder will
  provide any competitive advantage. We could incur substantial costs in defending
  any patent infringement suits or in asserting any patent rights, including those
  granted to third parties. Patents and patent applications in the United States
  may be subject to interference proceedings brought by the U.S. Patent &
  Trademark Office, or to opposition proceedings initiated in a foreign patent
  office by third parties. We may incur significant costs defending such
  proceedings. In addition, we may be required to obtain licenses to patents or
  proprietary rights from third parties. There can be no assurance that such
  licenses will be available on acceptable terms if at all. If we do not obtain
  required licenses, we could encounter delays in product development or find that
  the development, manufacture or sale of products requiring such licenses could
  be foreclosed
  
           We also rely on unpatented proprietary technology, trade secrets and
  know-how and no assurance can be given that others will not independently
  develop substantially equivalent proprietary information, techniques or
  processes, that such technology or know-how will not be disclosed or that we can
  meaningfully protect our rights to such unpatented proprietary technology, trade
  secrets, or know-how. Although we have entered into non-disclosure agreements
  with our employees and consultants, there can be no assurance that such non-
  disclosure agreements will provide adequate protection for our trade secrets or
  other proprietary know-how.
  
           IF WE ARE NOT SUCCESSFUL IN MANAGING OUR FUTURE GROWTH, OUR BUSINESS
  WILL SUFFER.
  
           We have very limited experience in the commercial production of
  radioactive prostate seeds and radioactive tipped guidewires or the commercial
  implantation of therapeutic radiation onto coronary stents. Our future success
  will depend upon, among other factors, our ability to
  10
  recruit, hire, train and retain highly educated, skilled and experienced
  management and technical personnel, to generate capital from operations, to
  scale-up its manufacturing process and expand our facilities and to manage the
  effects of growth on all aspects of our business, including research,
  development, manufacturing, distribution, sales and marketing, administration
  and finance. Our failure to identify and exploit new product and service
  opportunities, attract or retain necessary personnel, generate adequate revenues
  or conduct our expansion or manage growth effectively could have a material
  adverse effect on our business.
  
           WE ARE DEPENDENT ON A SMALL NUMBER OF CUSTOMERS FOR A SIGNIFICANT
  PORTION OF OUR SALES. THE LOSS OF BUSINESS FROM THESE CUSTOMERS WOULD HARM OUR
  FINANCIAL PERFORMANCE.
  
           Approximately 45.1% of our sales in the nine months ended March 31,
  2000 were made to the Howmedica/Osteonics Division of Stryker Corporation and
  Biomet, Incorporated. All of these sales were of nitrogen ion implantation that
  enhance orthopedic joint implants. We have no significant purchase commitments
  from these or other customers extending beyond one year. There can be no
  assurance that these customers will continue to purchase our products and
  services at the same levels as in previous years or that such relationships will
  continue in the future. The loss of a significant amount of business from any of
  these customers would have a material adverse effect on the sales and operating
  results. We have an agreement to supply an ion implantation process to a
  customer through January 2001.
  
           OUR MEDICAL DEVICE PRODUCTS AND SERVICES ARE SUBJECT TO EXTENSIVE
  GOVERNMENT REGULATION. IF WE FAIL TO OBTAIN OR ARE DELAYED IN OBTAINING THE
  APPROVAL OF THE NECESSARY FEDERAL AND STATE GOVERNMENT AGENCIES, OUR BUSINESS
  COULD BE MATERIALLY AFFECTED.
  
           The manufacture and sale of our medical device products and services
  are subject to extensive regulation principally by the Food and Drug
  Administration (the "FDA") in the United States and corresponding foreign
  regulatory agencies in each country in which it sells its products. These
  regulations affect product approvals, product standards, packaging requirements,
  design requirements, manufacturing and quality assurance, labeling, import
  restrictions, tariffs and other tax requirements. Securing FDA authorizations
  and approvals requires submission of extensive clinical data and supporting
  information. In most instances, the manufacturers or licensees of medical
  devices that are treated by us will be responsible for securing regulatory
  approval for medical devices incorporating our technology. However, we plan on
  preparing and maintaining Device Master Files which may be accessed by the FDA.
  We expect to incur substantial product development, clinical research and other
  expenses in connection with obtaining final regulatory clearance or approval for
  and commercialization of our products.
  
           There can be no assurance that our medical device manufacturers or
  licensees will be able to obtain regulatory clearance or approval for devices
  incorporating our technology on a timely basis, or at all. Regulatory clearance
  or approvals, if granted, may include significant limitations of the indicated
  uses for which the product may be marketed. In addition, product clearance or
  approval could be withdrawn for failure to comply with regulatory standards or
  the occurrence of unforeseen problems following initial marketing. Changes in
  existing regulations or adoption of new governmental regulations or policies
  could prevent or delay regulatory approval of products incorporating our
  technology or subject us to additional regulation.
  11
           In addition to FDA regulation, certain of our activities are regulated
  by and require approvals from other federal and state agencies. The use,
  management, transportation, and disposal of certain materials and wastes are
  subject to regulation by several federal and state agencies depending on the
  nature of the materials or waste material. Certain toxic chemicals and products
  containing toxic chemicals may require special reporting to the United States
  Environmental Protection Agency and/or its state counterparts. Our future
  operations may require additional approvals from federal and/or state
  environmental agencies. There can be no assurance that we will be able to obtain
  necessary government approvals, or that we will be able to operate with the
  conditions that may be attached to future regulatory approvals. Moreover, there
  can be no assurance that we will be able to maintain previously-obtained
  approvals. While it is our policy to comply with applicable regulations, failure
  to comply with existing or future regulatory requirements and failure to obtain
  or maintain necessary approvals could have a material adverse effect on our
  business, financial condition, and results of operations.
  
           Failure or delay of our medical device manufacturers in obtaining FDA
  and other necessary regulatory clearance or approval, the loss of previously
  obtained clearance or approvals, as well as failure to comply with other
  existing or future regulatory requirements could have a material adverse effect
  on our business, financial condition and results of operations.
  
           Because certain of our products utilize radiation sources, their
  manufacture, distribution, transportation, import/export, use and disposal will
  also be subject to federal, state and/or local laws and regulations relating to
  the use, handling, procurement and storage of radioactive materials. We must
  also comply with U.S. Department of Transportation regulations on the labeling
  and packaging requirements for shipment of radiation sources to hospitals or
  other users of our products. We expect that there will be comparable regulatory
  requirements and/or approvals in markets outside the United States. If any of
  the foregoing approvals are significantly delayed or not obtained, our business
  could be materially adversely affected.
  
           OUR RESEARCH AND MANUFACTURING ACTIVITIES INVOLVE THE USE OF HAZARDOUS
  MATERIALS. ANY LIABILITY RESULTING FROM THE MISUSE OF SUCH HAZARDOUS MATERIALS
  COULD ADVERSELY AFFECT OUR BUSINESS.
  
           Our research and manufacturing activities sometimes involve the use of
  various hazardous materials. Although we believe that our safety procedures for
  handling, manufacturing, distributing, transporting and disposing of such
  materials comply with the standards for protection of human health, safety, and
  the environment, prescribed by local, state, federal and international
  regulations, the risk of accidental contamination or injury from these materials
  cannot be completely eliminated. Nor can we eliminate the risk that one or more
  of our hazardous material or hazardous waste handlers may cause contamination
  for which, under laws imposing strict liability, we could be held liable. While
  we currently maintain insurance in amounts which we believe are appropriate in
  light of the risk of accident, we could be held liable for any damages that
  might result from any such event. Any such liability could exceed our insurance
  and available resources and could have a material adverse effect on our
  business.
  12
           OUR SUCCESS DEPENDS ON OUR ABILITY TO ATTRACT STRATEGIC PARTNERS.
  
           We intend to continue pursuing a strategy of researching, developing
  and commercializing new products using the financial and technical support of
  corporate partners. Our success will depend, in part, on our ability to attract
  additional partners. There can be no assurance that we can successfully enter
  into additional strategic alliances or that such alliances will result in
  increased commercialization of our products.
  
           WE DEPEND ON THIRD PARTY REIMBURSEMENT TO OUR CUSTOMERS FOR MARKET
  ACCEPTANCE OF OUR PRODUCTS. IF THIRD PARTY PAYORS FAIL TO PROVIDE APPROPRIATE
  LEVELS OF REIMBURSEMENT FOR OUR PRODUCTS, OUR PROFITABILITY WOULD BE ADVERSELY
  AFFECTED.
  
           Medicare, Medicaid and other government insurance programs, as well as
  private insurance reimbursement programs greatly affect suppliers of health care
  products. Several of the products produced or processed by us, including our
  orthopedic implants, prostate seeds, radioactive stents, and interventional
  cardiology instruments and devices, are currently being reimbursed by third
  party payers. Our customers rely on third-party reimbursements to cover all or
  part of the costs of most of the procedures in which our products are used.
  Third party payers (including health maintenance organizations) may affect the
  pricing or relative attractiveness of our products by regulating the maximum
  amount of reimbursement provided by such payers to the physicians, hospitals and
  clinics using our devices, or by taking the position that such reimbursement is
  not available at all. The amounts of reimbursement by third party payers in
  those states that do provide reimbursement varies considerably. Major third
  party payers reimburse inpatient medical treatment, including all or most
  operating costs and all or most furnished items or services, including devices
  such as ours, at a prospectively fixed rate based on the diagnostic-related
  group ("DRG") that covers such treatment as established by the federal Health
  Care Financing Administration. For interventional cardiology procedures, the
  fixed rate of reimbursement is based on the procedure or procedures performed
  and is unrelated to the specific devices used in such procedure. Therefore, the
  amount of profit realized by suppliers of health care services in connection
  with the procedure may be reduced by the use of our devices if they prove to be
  costlier than competing products. If a procedure is not covered by a DRG,
  certain third party payers may deny reimbursement.
  
           Alternatively, a DRG may be assigned that does not reflect the costs
  associated with the use of our devices or devices treated using our services,
  resulting in limited reimbursement. If, for any reason, the cost of using our
  products or services was not to be reimbursed by third party payers, our ability
  to sell our products and services would be materially adversely affected. In the
  international market, reimbursement by private third party medical insurance
  providers, and governmental insurers and providers, varies from country to
  country. In certain countries, our ability to achieve significant market
  penetration may depend upon the availability of third party governmental
  reimbursement.
  
           PRODUCT LIABILITY CLAIMS COULD DAMAGE OUR REPUTATION AND HURT OUR
  FINANCIAL RESULTS.
  
           To date no product liability claims have been asserted against us;
  however, the testing, marketing and sale of implantable devices and materials
  entail an inherent risk that product
  13
  liability claims will be asserted against us, if the use of our devices is
  alleged to have adverse effects on a patient, including exacerbation of a
  patient's condition, further injury, or death. A product liability claim or a
  product recall could have a material adverse effect on our business. Certain of
  our devices are designed to be used in treatments of diseases where there is a
  high risk of serious medical complications or death. Although we have obtained
  product liability insurance coverage, there can be no assurance that in the
  future we will be able to obtain such coverage on acceptable terms or that
  insurance will provide adequate coverage against any or all potential claims.
  Furthermore there can be no assurance that we will avoid significant product
  liability claims and the attendant adverse publicity. Any product liability
  claim or other claim with respect to underinsured liabilities could have a
  material adverse effect on our business.
  
           IF OUR SUPPLIERS CANNOT PROVIDE THE COMPONENTS OR SERVICES WE REQUIRE,
  OUR ABILITY TO MANUFACTURE OUR PRODUCTS COULD BE HARMED.
  
           We rely on a limited number of suppliers to provide materials and
  services used to manufacture our products. If we cannot obtain adequate
  quantities of necessary materials and services from our suppliers, there can be
  no assurance that we would be able to access alternative sources of supply
  within a reasonable period of time or at commercially reasonable rates.
  Moreover, in order to maintain our relationship with major suppliers, we may be
  required to enter into preferred supplier agreements that will increase the cost
  of materials obtained from such suppliers, thereby also increasing the prices of
  our products. The limited sources, the unavailability of adequate quantities,
  the inability to develop alternative sources, a reduction or interruption in
  supply or a significant increase in the price of raw materials or services could
  have a material adverse effect on our business.
  
           IF WE WERE TO LOSE THE SERVICES OF EITHER OUR PRESIDENT OR OUR CHIEF
  SCIENTIST, OUR BUSINESS WOULD BE ADVERSELY AFFECTED.
  
           We are substantially dependent, for the foreseeable future, upon our
  Chairman of the Board, President and Chief Executive Officer, Dr. Anthony J.
  Armini and our Vice President and Chief Scientist, Dr. Stephen N. Bunker, both
  of whom currently devote their full time and efforts to management. We have
  entered into an employment agreement with each of these officers. If we were to
  lose the services of Dr. Armini or Dr. Bunker for any significant period of
  time, our business would be materially adversely affected. We maintain key man
  life insurance policies of $1,000,000 and $500,000 respectively, insuring the
  lives of Messrs. Armini and Bunker.
  
           IF WE CANNOT ATTRACT AND RETAIN THE MANAGEMENT, SALES AND OTHER
  PERSONNEL WE NEED, WE WILL NOT BE SUCCESSFUL.
  
           There is intense competition for qualified personnel in the medical
  device field, and there can be no assurance that we will be able to continue to
  attract and retain qualified personnel necessary for the development of our
  business. The loss of the services of existing personnel as well as the failure
  to recruit additional qualified scientific, technical and managerial personnel
  in a timely manner would be detrimental to our anticipated growth and expansion
  into areas and activities requiring additional expertise such as marketing. The
  failure to attract and retain such personnel could adversely affect our
  business.
  14
           OUR QUARTERLY RESULTS MAY FLUCTUATE SIGNIFICANTLY WOULD COULD ADVERSELY
  AFFECT OUR STOCK PRICE.
  
           We believe that our operating results may be subject to substantial
  quarterly fluctuations due to several factors, some of which are outside our
  control, including fluctuating market demand for, and declines in the average
  selling price of our products, the timing of significant orders from customers,
  delays in the introduction of new or improved products, delays in obtaining
  customer acceptance of new or changed products, the cost and availability of raw
  materials, and general economic conditions. We plan to further increase our
  expenditures to complete development and commercialize our new products, to
  increase our manufacturing capacity, to ensure compliance with the FDA's Quality
  Systems Regulations and to broaden our sales and marketing capabilities. A
  substantial portion of our revenue in any quarter historically has been derived
  from orders booked in that quarter, and historically, backlog has not been a
  meaningful indicator of revenues for a particular period. Accordingly, our sales
  expectations currently are based almost entirely on its internal estimates of
  future demand and not from firm customer orders.
  15
                                   USE OF PROCEEDS
  
           We will not receive any proceeds from the sale of common stock by the
  selling stockholders, nor will any such proceeds be available for use by us or
  otherwise for the our benefit. See "Selling Stockholders."
  
                                     OUR COMPANY
  
  OUR BUSINESS
  
           Implant Sciences Corporation was incorporated in August 1984 and has,
  over the past sixteen years, developed core technologies using ion implantation
  and thin film coatings for medical device applications and has proprietary
  processes and equipment for the manufacture of medical radiation therapeutic
  devices. We are applying this technology to manufacture radioactive prostate
  seeds ("I-Plant Seeds") using a dry fabrication process which we believe is more
  cost-effective and less hazardous than conventional processes which use
  radioactive wet chemistry. The I-Plant seeds will be made radioactive in a
  nuclear reactor prior to shipment to customers. We believe that the
  opportunities for radioactive prostate seeds will continue to grow as an
  attractive alternative to other methods of treatment. On May 26, 1999, we
  received notification of pre-market clearance for our iodine-125 seed from the
  Food and Drug Administration ("FDA"). In the interventional cardiology field, we
  have a joint development agreement with a major stent manufacturer and an NIH
  Phase II grant to develop radioactive coronary stents. We believe these
  implants, radioactive seeds used for the treatment of prostate cancer and
  radioactive coronary stents for the prevention of restenosis (reclosure of the
  artery) after balloon angioplasty, will have a significant competitive advantage
  over currently existing devices.
  
           We are currently developing our proprietary thin film coating
  technology in order to apply it to radiopaque (visible by x-ray) coatings on
  stents, guidewires, catheters and other devices used in interventional
  cardiology procedures. In addition, we are applying our ion implantation
  technologies to modify surfaces to reduce polyethylene wear generation in
  orthopedic joint implants, manufactured by the Howmedica/Osteonics Division of
  Stryker Corporation and Biomet Incorporated. We also supply ion implantation
  services to numerous semiconductor manufacturers, research laboratories and
  universities. We currently have sixteen issued United States patents and eight
  United States patents pending covering our technologies and processes. We also
  have four international patent applications pending.
  
           Although there are a wide range of commercial applications for our
  proprietary technologies, we have chosen to focus on the medical device
  industry. Within the medical device industry, we are concentrating on the
  prostate cancer, interventional cardiology and orthopedic segments.
  
  OUR TECHNOLOGY
  
           We use two core technologies, ion implantation and thin film coatings,
  to provide enhanced surfaces to various medical implants and semiconductor
  products. With respect to each
  16
  core technology, we have developed proprietary processes and equipment for the
  purpose of improving or altering the surfaces of medical implants and
  semiconductor wafers.
  
           Ion implantation and thin film coatings are techniques first developed
  in the 1970's to improve the functional surface properties of metals, ceramics
  and polymers, such as friction, wear, wettability and hardness.
  
           Ion implantation was initially developed as a means to dope
  semiconductors in the fabrication of integrated circuits. The accuracy,
  cleanliness and controllability of this process has made it the standard for
  semiconductor manufacturing. Ion implantation is generally preferred over other
  surface modification methods because it does not delaminate, does not require
  high temperatures and does not deform or alter the dimensions of the treated
  surface.
  
           Thin film coatings were initially developed to interconnect transistors
  on semiconductor chips. Thin films modify surfaces by layering a desired metal
  or ceramic coating on the substrate material. Common thin film coating
  techniques include chemical vapor deposition and physical vapor deposition.
  
  OUR ADDRESS
  
           Our executive offices are located at 107 Audubon Road #5, Wakefield,
  Massachusetts, and our telephone number at that location is (781) 246-0700.
  
                                SELLING STOCKHOLDERS
  
           The following table sets forth certain information with respect to the
  beneficial ownership of our common stock by each of the selling stockholders as
  of July 28, 2000 and as adjusted to reflect the sale of the shares of common
  stock offered hereby for all selling stockholders. Beneficial ownership of the
  common stock by the selling stockholders following this offering will depend on
  the number of shares sold by each selling stockholder. The shares of common
  stock offered by this Reoffer Prospectus may be offered from time to time by the
  selling stockholders named below. The following table assumes that all the
  common stock offered by this Reoffer Prospectus are sold. In addition, certain
  non-affiliates of Implant Sciences who each hold less than the lesser of 1,000
  shares and 1% of the shares issuable under the plan pursuant to which such
  shares were granted and who, therefore, are not required to be named in the
  following table may use this Reoffer Prospectus for offers and sales of up to an
  aggregate of 1,664 shares of common stock.
  
           We determined ownership in accordance with rules of the Securities and
  Exchange Commission. Beneficial ownership includes voting power and/or
  investment power with respect to the securities held by the named individuals.
  Shares of common stock subject to options currently exercisable or exercisable
  within 60 days of July 28, 2000, are deemed outstanding for purposes of
  computing the percentage beneficially owned by the person holding the options
  but are not deemed outstanding for purposes of computing the percentage
  beneficially owned by any
  17
  other person. Except as otherwise noted, the persons or entities named have sole
  voting and investment power with respect to all shares shown as beneficially
  owned by them.
  -------------------------------------------------------------------------------------------------------
                               SHARES BENEFICIALLY OWNED                        SHARES BENEFICIALLY OWNED
           NAME AND              BEFORE OFFERING(1)         NUMBER OF SHARES         AFTER OFFERING
     RELATIONSHIP WITH THE                                  BEING REGISTERED
           COMPANY               NUMBER        PERCENT      FOR SALE HEREBY       NUMBER         PERCENT
  -------------------------------------------------------------------------------------------------------
  Erik Akhund                    10,200           *             10,200               0              0
  -------------------------------------------------------------------------------------------------------
  Charles Aviles                 41,334           *             41,334               0              0
  -------------------------------------------------------------------------------------------------------
  Leonard DeMild                114,000          2.0%           84,000            30,000            *
  -------------------------------------------------------------------------------------------------------
  Donald Dench                   60,000          1.0%           30,000            30,000            *
  -------------------------------------------------------------------------------------------------------
  Dennis Gadarowski              60,000          1.0%           30,000            30,000            *
  -------------------------------------------------------------------------------------------------------
  Kathleen Gadarowski and        54,000           *             54,000               0              0
  Mark Gadarowski
  -------------------------------------------------------------------------------------------------------
  Keith Hensley                  22,332           *             22,332               0              0
  -------------------------------------------------------------------------------------------------------
  Darryl Huntington              30,000           *             30,000               0              0
  -------------------------------------------------------------------------------------------------------
  Gregory Huntington, Sr.        60,000          1.0%           30,000            30,000            *
  -------------------------------------------------------------------------------------------------------
  Michael Nelson                 63,000          1.1%           33,000            30,000            *
  -------------------------------------------------------------------------------------------------------
  Diane Ryan                     60,000          1.0%           30,000            30,000            *
  -------------------------------------------------------------------------------------------------------
  Richard Sahagian               90,000          1.6%           33,642            56,358          1.0%
  -------------------------------------------------------------------------------------------------------
  David Santos                   30,000           *             30,000               0              0
  -------------------------------------------------------------------------------------------------------
  Johann Wood                    4,002            *              4,002               0              0
  -------------------------------------------------------------------------------------------------------
  * Less than 1%.
  
  (1) Includes shares of common stock not currently owned but which are subject
      to options currently exercisable or exercisable within 60 days of
      July 28, 2000.
  
           The Registration Statement shall also cover any additional shares of
  common stock that become issuable in connection with the shares of common stock
  registered for sale hereby by reason of any stock dividend, stock split,
  recapitalization, or other similar transaction effected without the receipt of
  consideration that results in an increase in the number of outstanding shares of
  our common stock.
  
                                PLAN OF DISTRIBUTION
  
           The shares offered hereby may be sold from time to time by the selling
  stockholders, the pledgees, donees, transferees or other successors in interest
  of the selling stockholders and by certain unnamed non-affiliates of the
  company, each of whom holds less than 1,000 shares purchased under the 1998
  Employee Stock Purchase Plan. Such sales may be made on the American Stock
  Exchange, or otherwise, at prices and on terms then prevailing or at prices
  related to the then-current market prices, or in negotiated transactions at
  negotiated prices. The shares may be sold by one or a combination of the
  following: (a) a block trade in which the broker or dealer so engaged will
  attempt to sell the shares as agent, but may position and resell a portion of
  the block as principal to facilitate the transaction; (b) purchases by a broker
  or dealer as principal and resale by such broker or dealer for its account
  pursuant to this Reoffer Prospectus; (c) an exchange distribution in accordance
  with the rules of such exchange; and (d) ordinary brokerage transactions and
  transactions in which the broker solicits purchasers. In effecting sales,
  brokers or dealers engaged by the selling stockholders may arrange for other
  brokers or dealers to participate. Brokers or dealers will receive commissions
  or discounts from selling stockholders in amounts to be negotiated immediately
  prior to the sale. The selling
  18
  stockholders and any broker-dealers that participate in the distribution may be
  deemed to be "underwriters" within the meaning of Section 2(11) of the
  Securities Act, and any commission received by them and any profit on the resale
  of shares sold by them may be deemed to be underwriting discounts and
  commissions. In addition, any securities covered by this Reoffer Prospectus that
  qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than
  pursuant to the Reoffer Prospectus.
  
           Upon the company being notified by a selling stockholder that any
  material arrangement has been entered into with a broker-dealer for the sale of
  shares through a block trade, special offering, exchange distribution or
  secondary distribution or a purchase by a broker or dealer, a supplemented
  prospectus will be filed, if required, pursuant to Rule 424(c) under the
  Securities Act, setting forth (i) the name of such selling stockholder and the
  name of each of the anticipating broker-dealers, (ii) the number of shares
  involved, (iii) the price at which such shares were sold, (iv) the commissions
  paid or discounts or concessions allowed to such broker-dealers, where
  applicable, (v) a statement to the effect that such broker-dealers did not
  conduct any investigation to verify the information set out or incorporated by
  reference in this Reoffer Prospectus and (vi) other facts material to the
  transaction.
  
           We have agreed to pay the expenses incurred in connection with
  preparing and filing the Registration Statement and this Reoffer Prospectus
  (other than selling commissions).
  
  LIMITATIONS ON RESALE
  
           As of the date of this Reoffer Prospectus, we do not meet the
  registrant requirements for the use of Form S-3. Therefore, pursuant to General
  Instruction C of Form S-8, the selling stockholders, and any other persons with
  whom a selling stockholder is acting in concert for the purpose of selling
  securities of the company, are subject to the volume resale limitations of Rule
  144(e) under the Securities Act. Rule 144(e) limits the volume of sales of
  shares for the account of persons subject to its provisions to the greater of
  (a) 1% of the shares of the class outstanding as shown by the most recent report
  issued or published by the issuer or (b) the average weekly trading volume in
  the securities as determined pursuant to Rule 144(e).
  
                                    LEGAL MATTERS
  
           The validity of the shares of common stock offered hereby will be
  passed upon for us by Foley, Hoag & Eliot LLP, Boston, Massachusetts.
  
                                       EXPERTS
  
           The financial statements of Implant Sciences Corporation appearing in
  Implant Sciences Corporation's Annual Report on Form 10-KSB for the year ended
  June 30, 1999, have been audited by Ernst & Young LLP, independent auditors, as
  set forth in their report thereon included therein and incorporated herein by
  reference. Such financial statements are incorporated herein by reference in
  reliance upon such report given on the authority of such firm as experts in
  accounting and auditing.
  19
           No broker, dealer or any other person has been authorized to give any
  information or to make any representations in connection with this offering
  other than those contained in this Reoffer Prospectus, and, if given or made,
  such information or representations must not be relied upon as having been
  authorized by us or any selling stockholder. This Reoffer Prospectus does not
  constitute an offer to sell or a solicitation of an offer to buy any securities
  other than the shares of common stock to which it relates or an offer to, or a
  solicitation of, any person in any jurisdiction where such an offer or
  solicitation would be unlawful. Neither the delivery of this Reoffer Prospectus
  nor any sale made hereunder shall, under any circumstances, create any
  implication that there has been no change in the affairs of the company since
  the date hereof or that information contained herein is correct as of any time
  subsequent to its date.
  20
                                  TABLE OF CONTENTS
  PAGE
  Available Information ....................................................     2
  
  Incorporation of Certain Documents by Reference ..........................     2
  
  Risk Factors .............................................................     3
  
  Use of Proceeds ..........................................................    12
  
  Our Company ..............................................................    12
  
  Selling Stockholders .....................................................    13
  
  Plan of Distribution .....................................................    14
  
  Legal Matters ............................................................    15
  
  Experts ..................................................................    16
  21
                            IMPLANT SCIENCES CORPORATION
  
                           464,174 SHARES OF COMMON STOCK
  
                                     PROSPECTUS
  
                                   AUGUST 2, 2000
  22
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed with the Securities and Exchange
  Commission (the "Commission") are incorporated in this Registration Statement by
  reference:
  
           (a) our Annual Report on Form 10-KSB for the fiscal year ended June 30,
  1999, as filed with the Commission on September 28, 1999;
  
           (b) the description of the our common stock contained in the
  Registration Statement on Form SB-2 filed with the Commission on September 29,
  1998 under Section 12 of the Securities Exchange Act of 1934, including any
  amendments or reports filed for the purpose of updating such description;
  
           (c) our Quarterly Report on Form 10-QSB for the quarterly period ended
  September 30, 1999, as filed with the Commission on November 12, 1999;
  
           (d) our Quarterly Report on Form 10-QSB for the quarterly period ended
  December 31, 1999, as filed with the Commission on February 14, 2000; and
  
           (e) our Quarterly Report on Form 10-QSB for the quarterly period ended
  March 31, 2000, as filed with the Commission on May 15, 2000.
  
           All documents subsequently filed by us pursuant to Sections 13(a),
  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
  of a post-effective amendment which indicates that all securities offered have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed to be incorporated by reference in this Registration Statement and to be
  part hereof from the date of filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           No applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Article VI.C. of our Amended and Restated Articles of Organization
  provides that a director shall not have personal liability to the company or its
  stockholders for monetary damages arising out of the director's breach of
  fiduciary duty as a director of the company, to the maximum extent permitted by
  Massachusetts law. Section 13(b)(1 1/2) of Chapter 156B of the
  23
  Massachusetts General Laws provides that the articles of organization of a
  corporation may state a provision eliminating or limiting the personal liability
  of a director to a corporation or its stockholders for monetary damages for
  breach of fiduciary duty as a director, provided, however, that such provision
  shall not eliminate or limit the liability of a director (i) for any breach of
  the director's duty of loyalty to the corporation or its stockholders, (ii) for
  acts or omissions not in good faith or which involve intentional misconduct or a
  knowing violation of law, (iii) under sections 61 or 62 of Chapter 156B of the
  Massachusetts General Laws, which relate to liability for unauthorized
  distributions and loans to insiders, respectively, or (iv) for any transaction
  from which the director derived an improper personal benefit.
  
           Article VI.D. of our Amended and Restated Articles of Organization
  further provides that the company shall, to the fullest extent authorized by
  Chapter 156B of the Massachusetts General Laws, indemnify each person who is, or
  shall have been, a director or officer of the company or who is or was a
  director or employee of the company and is serving, or shall have served, at our
  request, as a director or officer of another organization or in any capacity
  with respect to any employee benefit plan of the company, against all
  liabilities and expenses (including judgments, fines, penalties, amounts paid or
  to be paid in settlement, and reasonable attorneys' fees) imposed upon or
  incurred by any such person in connection with, or arising out of, the defense
  or disposition of any action, suit or other proceeding, whether civil or
  criminal, in which they may be involved by reason of being or having been such a
  director or officer or as a result of service with respect to any such employee
  benefit plan. Section 67 of Chapter 156B of the Massachusetts General Laws
  authorizes a corporation to indemnify its directors, officers, employees and
  other agents unless such person shall have been adjudicated in any proceeding
  not to have acted in good faith in the reasonable belief that such action was in
  the best interests of the corporation or, to the extent such matter related to
  service with respect to an employee benefit plan, in the best interests of the
  participants or beneficiaries of such employee benefit plan.
  
           The effect of these provisions would be to permit indemnification by us
  for, among other liabilities, liabilities arising out of the Securities Act of
  1933, as amended (the "Securities Act").
  
           Section 67 of Chapter 156B of the Massachusetts General Laws also
  affords a Massachusetts corporation the power to obtain insurance on behalf of
  its directors and officers against liabilities incurred by them in those
  capacities. We intend to procure a directors and officers liability and company
  reimbursement liability insurance policy that (i) insures our directors and
  officers against losses (above a deductible amount) arising from certain claims
  made against them by reason of certain acts done or attempted by such directors
  or officers and (ii) insures us against losses (above a deductible amount)
  arising from any such claims, but only if we are required or permitted to
  indemnify such directors or officers for such losses under statutory or common
  law or under provisions of the our Amended and Restated Articles of Organization
  or Amended and Restated By-Laws.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           The 464,174 shares of common stock covered by this registration
  statement are restricted securities being offered for resale by stockholders of
  the registrant. These share were issued to
  24
  the stockholders by the registrant in reliance on the exemption provided by
  Section 4(2) of the Securities Act relating to sales by an issuer not involving
  a public offering. In each case, the shares were issued to the stockholders upon
  the stockholder's exercise of a stock option granted under the 1992 Stock Option
  Plan or were purchased by the stockholder under the 1998 Employee Stock Purchase
  Plan.
  
  ITEM 8.  EXHIBITS.
  4.1      Specimen certificate for the common stock of the company (included as
           Exhibit 4.1 to our Registration Statement on Form SB-2, Registration
           Number 333-64499, and incorporated herein by reference)
  
  5.1      Opinion of Counsel
  
  10.2     1992 Stock Option Plan (included as Exhibit 10.30 to our Registration
           Statement on Form SB-2, Registration Number 333-64499, and incorporated
           herein by reference)
  
  10.2     1998 Incentive and Non-Qualified Stock Option Plan (included as Exhibit
           10.32 to our Registration Statement on Form SB-2, Registration Number
           333-64499, and incorporated herein by reference)
  
  10.3     1998 Employee Stock Purchase Plan
  
  23.1     Consent of Independent Auditors
  
  23.2     Consent of Counsel (included in Exhibit 5.1)
  
  24.1     Power of Attorney (contained on the signature page)
  ITEM 9.  UNDERTAKINGS.
  
           1.       The undersigned registrant hereby undertakes:
  
                    (a)      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;
  
                             (ii)     To reflect in the prospectus any facts or
                                      events arising after the effective date of
                                      the Registration Statement (or the most
                                      recent post-effective amendment thereof)
                                      which, individually or in the aggregate,
                                      represent a fundamental change in the
                                      information set forth in the Registration
                                      Statement; and
  25
                             (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 1(a)(i) and
                             1(a)(ii) do not apply if the information required
                             to be included in a post-effective amendment by
                             those paragraphs is contained in periodic reports
                             filed by the Registrant pursuant to Section 13 or
                             Section 15(d) of the Securities Exchange Act of 1934
                             that are incorporated by reference herein.
  
                    (b)      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 herein, and the offering of such securities
                             at that time shall be deemed to be the initial bona
                             fide offering thereof.
  
                    (c)      To remove from registration by means of a
                             post-effective amendment any of the securities being
                             registered which remain unsold at the termination of
                             the offering.
  
           2.       The undersigned Registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act 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 herein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
           3.       Insofar as indemnification for liabilities arising under the
  Securities Act 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.
  26
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Wakefield, Massachusetts, on this 2nd day of August
  2000.
  
                                          IMPLANT SCIENCES CORPORATION
  
                                          By: /s/Anthony J. Armini
                                             -------------------------------------
                                              Anthony J. Armini
                                              President, Chief Executive Officer &
                                              Chairman of the Board of Directors
                                              (Principal Executive Officer)
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
  appears below constitutes and appoints Anthony J. Armini and Darlene M.
  Deptula-Hicks, and each of them, true and lawful attorneys-in-fact and agents
  with full power of substitution, for and in such name, place and stead, in any
  and all capacities, to sign any and all amendments (including post-effective
  amendments) to this Registration Statement, and to file the same, with all
  exhibits thereto, and all documents in connection therewith, with the Securities
  and Exchange Commission, granting unto said attorneys-in-fact and agents, and
  each of them, full power and authority to do and perform each and every act and
  thing which they, or any of them, may deem necessary or advisable to be done in
  connection with this Registration Statement, as fully to all intents and
  purposes as he or she might or could do in person, hereby ratifying and
  confirming all that said attorneys-in-fact and agents or any of them, or any
  substitute or substitutes for any or all of them, may lawfully do or cause to be
  done by virtue hereof.
  27
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities as of August 2, 2000.
  SIGNATURE                                   TITLE                                  DATE
  ---------                                   -----                                  ----
  /s/Anthony J. Armini                President; Chief Executive Officer          August 2, 2000
  ----------------------------        Chairman of the Board of Directors
  Anthony J. Armini                   (Principal Executive Officer)
  
  /s/Darlene M. Deptula-Hicks         Vice President & Chief Financial Officer;   August 2, 2000
  ----------------------------        (Principal Financial Officer)
  Darlene M. Deptula-Hicks
  
  /s/Stephen N. Bunker                Vice President, Chief Scientist &           August 2, 2000
  ----------------------------        Director
  Stephen N. Bunker
  
  /s/Robert E. Hoisington             Director                                    August 2, 2000
  ----------------------------
  Robert E. Hoisington
  
  /s/Shunkichi Shimizu                Director                                    August 2, 2000
  ----------------------------
  Shunkichi Shimizu
  
  /s/Michael Szycher                  Director                                    August 2, 2000
  ----------------------------
  Michael Szycher
  28
                                    EXHIBIT INDEX
  Exhibit
    No.         Description
  -------       -----------
  4.1           Specimen certificate for the common stock of the company
                (included as Exhibit 4.1 to our Registration Statement on Form
                SB-2, Registration Number 333-64499, and incorporated herein
                by reference)
  
  5.1           Opinion of Counsel
  
  10.1          1992 Stock Option Plan  (included as Exhibit 10.30 to our
                Registration Statement on Form SB-2, Registration Number
                333-64499, and incorporated herein by reference)
  
  10.2          1998 Incentive and Non-Qualified Stock Option Plan (included
                as Exhibit 10.32 to our Registration Statement on Form SB-2,
                Registration Number 333-64499, and incorporated herein by
                reference)
  
  10.3          1998 Employee Stock Purchase Plan
  
  23.1          Consent of Independent Auditors
  
  23.2          Consent of Counsel (included in Exhibit 5.1)
  
  24.1          Power of Attorney (contained on the signature page)