content: <PAGE>
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 21, 2001
                                                             REGISTRATION NO. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
  
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                  SIPEX CORPORATION
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
  <TABLE>
  <S>                                                   <C>
           MASSACHUSETTS                                     04-6135748
  (STATE OR OTHER JURISDICTION OF                         (I.R.S. EMPLOYER
   INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NUMBER)
  </TABLE>
  
                                  22 LINNELL CIRCLE
                                 BILLERICA, MA 01821
                                   (978) 667-8700
                 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
  
                         2002 NONSTATUTORY STOCK OPTION PLAN
                              (FULL TITLE OF THE PLAN)
  
                                  JAMES E. DONEGAN
                               CHIEF EXECUTIVE OFFICER
                                  SIPEX CORPORATION
                                  22 LINNELL CIRCLE
                                 BILLERICA, MA 01821
                                   (978) 667-8700
             (NAME AND ADDRESS INCLUDING ZIP CODE AND TELEPHONE NUMBER,
                     INCLUDING AREA CODE, OF AGENT FOR SERVICE)
  
                                     Copies to:
                               JEFFREY D. SAPER, ESQ.
                          WILSON SONSINI GOODRICH & ROSATI
                              PROFESSIONAL CORPORATION
                                 650 PAGE MILL ROAD
                                 PALO ALTO, CA 94304
                                   (650) 493-9300
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
                                                                       PROPOSED MAXIMUM
                                                                          AGGREGATE         PROPOSED MAXIMUM         AMOUNT OF
                    TITLE OF SECURITIES TO          AMOUNT TO BE        OFFERING PRICE          AGGREGATE         REGISTRATION FEE
                        BE REGISTERED              REGISTERED (1)         PER SHARE          OFFERING PRICE             (4)
                        -------------              --------------         ---------          --------------             ---
  <S>                                              <C>                 <C>                  <C>                   <C>
       2002 NONSTATUTORY STOCK OPTION PLAN
  
       Common Stock, par value $.01 per share          771,700           $    6.00 (2)      $ 4,630,200.00 (2)      $ 1,157.55 (2)
                                                       228,300           $    9.20 (3)      $ 2,100,360.00 (3)      $   525.09 (3)
       NON-PLAN OPTIONS
  
       Common Stock, par value $.01 per share           30,000           $ 12.1400 (2)      $   364,200.00 (2)      $    91.05 (2)
                                                     ---------             -------          --------------          ----------
       TOTAL                                         1,030,000                              $ 7,094,760.00          $ 1,773.69
                                                     =========                              ==============          ==========
  </TABLE>
  
  (1)  Plus such additional shares as may be required pursuant to the plan in the
       event of a stock dividend, split-up of shares, recapitalization or other
       similar change in the Common Stock.
  
  (2)  Such shares are issuable upon exercise of outstanding options with fixed
       exercise prices. Pursuant to Rule 457(h)(1) of Regulation C, the aggregate
       offering price and the fee have been computed upon the basis of the price
       at which the options may be exercised. The offering price per share set
       forth for such shares is the exercise price per share at which such options
       are exercisable.
  
  (3)  Pursuant to Rule 457(c) and (h)(1) of Regulation C of the Securities Act,
       the price of $9.20 per share, is the average of the high and low prices of
       the Common Stock as reported on The Nasdaq National Market on November 19,
       2001 and is set forth solely for purposes of calculating the filing fee for
       those shares without a fixed exercise price.
  
  (4)  Amount of Registration Fee was calculated pursuant to Section 6(b) of the
       Securities Act of 1933, which states that the fee shall be "$250 per $1
       million" of the maximum aggregate price at which such securities are
       proposed to be offered. The Registration Fee is therefore calculated by
       multiplying the aggregate offering sales amount by 0.000250.
  <PAGE>
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION.
  
           The documents containing the information specified in this Item 1 will
  be sent or given to employees, directors or others as specified by Rule
  428(b)(1). In accordance with the rules and regulations of the Securities and
  Exchange Commission (the "Commission") and the instructions to Form S-8, such
  documents are not being filed with the Commission either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
  ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           The documents containing the information specified in this Item 2 will
  be sent or given to employees as specified by Rule 428(b)(1). In accordance with
  the rules and regulations of the Commission and the instructions to Form S-8,
  such documents are not being filed with the Commission either as part of the
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed by SIPEX Corporation (the "Registrant")
  with the Commission pursuant to the Securities Exchange Act of 1934, as amended
  (the "Exchange Act"), are incorporated in this Registration Statement by
  reference as of their respective dates:
  
  (a)      The Registrant's 2001 Annual Report on Form 10-K, filed with the
           Commission on March 23, 2001;
  
  (b)      The Registrant's Quarterly Report on Form 10-Q for the quarter ended
           March 31, 2001;
  
  (c)      The Registrant's Quarterly Report on Form 10-Q for the quarter ended
           June 30, 2001;
  
  (d)      The Registrant's Quarterly Report on Form 10-Q for the quarter ended
           September 29, 2001;
  
  (e)      The section entitled "Description of Registrant's Securities to be
           Registered" contained in the Registrant's registration statement on
           Form 8-A filed with the Commission on March 1, 1996 pursuant to Section
           12(g) of the Exchange Act and incorporating by reference the
           information contained in the Registrant's Registration Statement on
           Form S-1 (SEC File No. 333-14639) initially filed with the Commission
           on March 1, 1996.
  
           All documents subsequently filed with the Commission by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered herein have been sold or which deregisters all securities then remaining
  unsold, shall
  
  
                                        -2-
  <PAGE>
  be deemed to be incorporated by reference in this Registration Statement and to
  be a part hereof from the date of filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Massachusetts General Laws Chapter 156B, Section 67 provides that a
  corporation may indemnify its directors and officers to the extent specified in
  or authorized by (i) the articles of organization, (ii) a by-law adopted by the
  shareholders, or (iii) a vote adopted by the holders of a majority of the shares
  of stock entitled to vote on the election of directors. In all instances, the
  extent to which a corporation provides indemnification to its directors and
  officers under Section 67 is optional. Massachusetts General Laws Chapter 156B,
  Section 67 forbids the indemnification of any person with respect to any matter
  to which he shall have been adjudicated in any proceeding not to have acted in
  good faith in the reasonable belief that his action was in the best interest of
  the corporation.
  
           The Company's Restated By-Laws indemnifies the directors and officers
  against liabilities arising out of legal proceedings brought against them by
  reason of their status as directors and officers or by reason of their agreeing
  to serve, at the request of the Company, as a director or officer of another
  organization. Under the Restated By-Laws, each director and officer shall be
  indemnified by the Company for all costs and expenses (including attorneys'
  fees), judgments, liabilities and amounts paid in settlement of such
  proceedings, even if he is not successful on the merits, if he acted in good
  faith in the reasonable belief that his action was in the best interest of the
  Company. The Board of Directors may authorize advancing litigation expenses to a
  director or officer at his request upon receipt of an undertaking by such
  director or officer to repay such expenses if it is ultimately determined that
  he is not entitled to indemnification for such expense. The Restated By-Laws
  provide that the directors and officers of the Company shall be indemnified by
  the Company to the fullest extent authorized by Massachusetts Law, as it now
  exists or may in the future be amended. In addition, the Restated Articles
  provide that the directors of the Company will not be personally liable for
  monetary damages to the Company for breaches of their fiduciary duty as
  directors, unless they violated their duty of loyalty to the Company or its
  shareholders, acted in bad faith, knowingly or intentionally violated the law,
  authorized illegal dividends or redemptions or derived an improper personal
  benefit from their action as directors.
  
           The Company has entered into separate indemnification agreements with
  each of its directors and executive officers, whereby the Company agreed, among
  other things, (i) to indemnify them to the fullest extent permitted by the
  Business Corporation Law of the Commonwealth of Massachusetts, subject to
  specified limitations, against certain liabilities actually and reasonably
  incurred by them in any proceedings in which they are a party that may arise by
  reason of their status as directors, officers, employees or agents or may arise
  by reason of their serving as such at the request of the Company for another
  entity and (ii) to advance their expenses incurred as a result of any proceeding
  against them as to which they could be indemnified. The Company intends to enter
  into similar separate indemnification agreements with any directors or officers
  who may join the Company in the future.
  
  
                                        -3-
  <PAGE>
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
  <TABLE>
  <CAPTION>
  Exhibit No.                                         Description of Exhibit
  <S>                 <C>
          4.1*        Restated Articles of Organization of the Registrant.
  
          4.2*        Restated By-Laws of the Registrant.
  
          4.3         SIPEX Corporation 2002 Nonstatutory Stock Option Plan.
  
          4.4         Form of Stock Option Agreement (Plan).
  
          4.5         Form of Stock Option Agreement (Non-Plan) by and between the Registrant and Ravi Nandan.
  
          4.6         Form of Stock Option Agreement (Non-Plan) by and between the Registrant and Eva Ferguson.
  
          5.1         Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as to the legality of
                      securities being registered.
  
         23.1         Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1).
  
         23.2         Consent of KPMG LLP.
  
         23.3         Consent of Sallmann, Yang & Alameda.
  
         24.1         Power of Attorney (included as part of the signature page of this Registration Statement).
  </TABLE>
  
  *        Incorporated by reference to Exhibits to the Registrant's Registration
           Statement on Form S-1, No. 333-1328.
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)      The undersigned Registrant hereby undertakes:
  
                    (1)      To file, during any period in which offers or sales
                             are being made, a post-effective amendment to this
                             Registration Statement:
  
                             (i)      To include any prospectus required by
                                      Section 10(a)(3) of the Securities Act of
                                      1933;
  
                             (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
  
  
                                        -4-
  <PAGE>
                             (iii)    To include any material information with
                                      respect to the plan of distribution not
                                      previously disclosed in the Registration
                                      Statement or any material change to such
                                      information in the Registration Statement;
                                      provided, however, that paragraphs (a)(1)(i)
                                      and (a)(1)(ii) do not apply if the
                                      information required to be included in a
                                      post-effective amendment by those paragraphs
                                      is contained in periodic reports filed with
                                      or furnished to the Commission by the
                                      Registrant pursuant to Section 13 or Section
                                      15(d) of the Securities Exchange Act of 1934
                                      that are incorporated by reference in the
                                      Registration Statement.
  
                    (2)      That, for the purpose of determining any liability
                             under the Securities Act of 1933, each such
                             post-effective amendment shall be deemed to be a new
                             registration statement relating to the securities
                             offered therein, and the offering of such securities
                             at that time shall be deemed to be the initial bona
                             fide offering thereof.
  
                    (3)      To remove from registration by means of a
                             post-effective amendment any of the securities being
                             registered which remain unsold at the termination of
                             the offering.
  
           (b)      The undersigned Registrant hereby undertakes that, for
                    purposes of determining any liability under the Securities Act
                    of 1933, each filing of the Registrant's annual report
                    pursuant to Section 13(a) or Section 15(d) of the Securities
                    Exchange Act of 1934 (and, where applicable, each filing of
                    any employee benefit plan's annual report pursuant to Section
                    15(d) of the Securities Exchange Act of 1934) that is
                    incorporated by reference in the Registration Statement shall
                    be deemed to be a new registration statement relating to the
                    securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial bona
                    fide offering thereof.
  
           (c)      Insofar as indemnification for liabilities arising under the
                    Securities Act of 1933 may be permitted to directors, officers
                    and controlling persons of the Registrant pursuant to the
                    foregoing provisions, or otherwise, the Registrant has been
                    advised that in the opinion of the Securities and Exchange
                    Commission such indemnification is against public policy as
                    expressed in the Act and is, therefore, unenforceable. In the
                    event that a claim for indemnification against such
                    liabilities (other than the payment by the Registrant of
                    expenses incurred or paid by a director, officer or
                    controlling person of the Registrant in the successful defense
                    of any action, suit or proceeding) is asserted by such
                    director, officer or controlling person in connection with the
                    securities being registered, the Registrant will, unless in
                    the opinion of its counsel the matter has been settled by
                    controlling precedent, submit to a court of appropriate
                    jurisdiction the question whether such indemnification by it
                    is against public policy as expressed in the Act and will be
                    governed by the final adjudication of such issue.
  
  
  
                                        -5-
  <PAGE>
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Billerica, the Commonwealth of Massachusetts, on this
  20th day of November, 2001.
  
                                           SIPEX CORPORATION
  
                                           By:  /s/  James E. Donegan
                                                ----------------------------------
                                                James E. Donegan
                                                Chairman of the Board of Directors
                                                and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
           EACH SUCH PERSON WHOSE SIGNATURE appears below constitutes and
  appoints, jointly and severally, James E. Donegan and Frank R. DiPietro and each
  of them, with full power to act without the other, his true and lawful
  attorney-in-fact and agent, with the power of substitution and resubstitution,
  for him and in his name, place and stead, in any and all capacities, to sign any
  amendments to this Registration Statement on Form S-8 (including post-effective
  amendments) and to file the same, with all exhibits thereto, and other documents
  in connection therewith, with the Securities and Exchange Commission, hereby
  ratifying and confirming all that said attorney-in-fact, or his or her
  substitute or substitutes, may do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  
  <TABLE>
  <CAPTION>
  SIGNATURE                                         TITLE                                           DATE
  <S>                                               <C>                                             <C>
  /s/  James E. Donegan                             Chairman of the Board of Directors, Chief       November 20, 2001
  ---------------------------------------------     Executive Officer and Director
  James E. Donegan
  
  
  /s/  Frank R. DiPietro                            Executive Vice President, Finance, Chief        November 20, 2001
  ---------------------------------------------     Financial Officer, Treasurer (principal
  Frank R. DiPietro                                 financial officer and accounting officer) and
                                                    Clerk
  
  /s/  Manfred Loeb                                 Director                                        November 20, 2001
  ---------------------------------------------
  Manfred Loeb
  
  /s/  Lionel H. Olmer                              Director                                        November 20, 2001
  ---------------------------------------------
  Lionel H. Olmer
  
  /s/  John L. Sprague                              Director                                        November 20, 2001
  ---------------------------------------------
  John L. Sprague
  
  ---------------------------------------------     Director
  Doug McBurnie
  
  /s/  Willy Sansen                                 Director                                        November 20, 2001
  ---------------------------------------------
  Willy Sansen
  </TABLE>
  
                                        -6-
  <PAGE>
                         SECURITIES AND EXCHANGE COMMISSION
  
                               WASHINGTON, D.C. 20549
  
  
                                      EXHIBITS
  
  
                         REGISTRATION STATEMENT ON FORM S-8
  
                                  SIPEX CORPORATION
  
                                  NOVEMBER 21, 2001
  <PAGE>
                                  INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
       Exhibit Number                        Description of Exhibit
  <S>                        <C>
           4.1*              Restated Articles of Organization of the Registrant.
  
           4.2*              Restated By-Laws of the Registrant.
  
           4.3               SIPEX Corporation 2002 Nonstatutory Stock Option Plan.
  
           4.4               Form of Stock Option Agreement (Plan).
  
           4.5               Form of Stock Option Agreement (Non-Plan) by and
                             between the Registrant and Ravi Nandan.
  
           4.6               Form of Stock Option Agreement (Non-Plan) by and
                             between the Registrant and Eva Ferguson.
  
           5.1               Opinion of Wilson Sonsini Goodrich & Rosati,
                             Professional Corporation, as to the legality of
                             securities being registered.
  
          23.1               Consent of Wilson Sonsini Goodrich and Rosati,
                             Professional Corporation (included in Exhibit 5.1).
  
          23.2               Consent of KPMG LLP.
  
          23.3               Consent of Sallmann, Yang & Alameda.
  
          24.1               Power of Attorney (included as part of the signature
                             page of this Registration Statement).
  </TABLE>
  
  *        Incorporated by reference to Exhibits to the Registrant's Registration
           Statement on Form S-1, No. 333-1328.
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b41183s8s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 23721}]
metadata_filer: {"company-data": {"conformed-name": "SIPEX CORP", "cik": "0001007800", "assigned-sic": "3674", "irs-number": "046135748", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-73880", "film-number": "1798146"}, "business-address": {"street1": "22 LINNELL CIRCLE", "city": "BILLERICA", "state": "MA", "zip": "01821", "phone": "9786678700"}, "mail-address": {"street1": "22 LINNELL CIRCLE", "city": "BILLERICA", "state": "MA", "zip": "01821"}}
text: AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 21, 2001
                                                             REGISTRATION NO. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
  
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                  SIPEX CORPORATION
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  MASSACHUSETTS                                     04-6135748
  (STATE OR OTHER JURISDICTION OF                         (I.R.S. EMPLOYER
   INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NUMBER)
  22 LINNELL CIRCLE
                                 BILLERICA, MA 01821
                                   (978) 667-8700
                 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
  
                         2002 NONSTATUTORY STOCK OPTION PLAN
                              (FULL TITLE OF THE PLAN)
  
                                  JAMES E. DONEGAN
                               CHIEF EXECUTIVE OFFICER
                                  SIPEX CORPORATION
                                  22 LINNELL CIRCLE
                                 BILLERICA, MA 01821
                                   (978) 667-8700
             (NAME AND ADDRESS INCLUDING ZIP CODE AND TELEPHONE NUMBER,
                     INCLUDING AREA CODE, OF AGENT FOR SERVICE)
  
                                     Copies to:
                               JEFFREY D. SAPER, ESQ.
                          WILSON SONSINI GOODRICH & ROSATI
                              PROFESSIONAL CORPORATION
                                 650 PAGE MILL ROAD
                                 PALO ALTO, CA 94304
                                   (650) 493-9300
  
                           CALCULATION OF REGISTRATION FEE
  PROPOSED MAXIMUM
                                                                          AGGREGATE         PROPOSED MAXIMUM         AMOUNT OF
                    TITLE OF SECURITIES TO          AMOUNT TO BE        OFFERING PRICE          AGGREGATE         REGISTRATION FEE
                        BE REGISTERED              REGISTERED (1)         PER SHARE          OFFERING PRICE             (4)
                        -------------              --------------         ---------          --------------             ---
  2002 NONSTATUTORY STOCK OPTION PLAN
  
       Common Stock, par value $.01 per share          771,700           $    6.00 (2)      $ 4,630,200.00 (2)      $ 1,157.55 (2)
                                                       228,300           $    9.20 (3)      $ 2,100,360.00 (3)      $   525.09 (3)
       NON-PLAN OPTIONS
  
       Common Stock, par value $.01 per share           30,000           $ 12.1400 (2)      $   364,200.00 (2)      $    91.05 (2)
                                                     ---------             -------          --------------          ----------
       TOTAL                                         1,030,000                              $ 7,094,760.00          $ 1,773.69
                                                     =========                              ==============          ==========
  (1)  Plus such additional shares as may be required pursuant to the plan in the
       event of a stock dividend, split-up of shares, recapitalization or other
       similar change in the Common Stock.
  
  (2)  Such shares are issuable upon exercise of outstanding options with fixed
       exercise prices. Pursuant to Rule 457(h)(1) of Regulation C, the aggregate
       offering price and the fee have been computed upon the basis of the price
       at which the options may be exercised. The offering price per share set
       forth for such shares is the exercise price per share at which such options
       are exercisable.
  
  (3)  Pursuant to Rule 457(c) and (h)(1) of Regulation C of the Securities Act,
       the price of $9.20 per share, is the average of the high and low prices of
       the Common Stock as reported on The Nasdaq National Market on November 19,
       2001 and is set forth solely for purposes of calculating the filing fee for
       those shares without a fixed exercise price.
  
  (4)  Amount of Registration Fee was calculated pursuant to Section 6(b) of the
       Securities Act of 1933, which states that the fee shall be "$250 per $1
       million" of the maximum aggregate price at which such securities are
       proposed to be offered. The Registration Fee is therefore calculated by
       multiplying the aggregate offering sales amount by 0.000250.
  PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION.
  
           The documents containing the information specified in this Item 1 will
  be sent or given to employees, directors or others as specified by Rule
  428(b)(1). In accordance with the rules and regulations of the Securities and
  Exchange Commission (the "Commission") and the instructions to Form S-8, such
  documents are not being filed with the Commission either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
  ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           The documents containing the information specified in this Item 2 will
  be sent or given to employees as specified by Rule 428(b)(1). In accordance with
  the rules and regulations of the Commission and the instructions to Form S-8,
  such documents are not being filed with the Commission either as part of the
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed by SIPEX Corporation (the "Registrant")
  with the Commission pursuant to the Securities Exchange Act of 1934, as amended
  (the "Exchange Act"), are incorporated in this Registration Statement by
  reference as of their respective dates:
  
  (a)      The Registrant's 2001 Annual Report on Form 10-K, filed with the
           Commission on March 23, 2001;
  
  (b)      The Registrant's Quarterly Report on Form 10-Q for the quarter ended
           March 31, 2001;
  
  (c)      The Registrant's Quarterly Report on Form 10-Q for the quarter ended
           June 30, 2001;
  
  (d)      The Registrant's Quarterly Report on Form 10-Q for the quarter ended
           September 29, 2001;
  
  (e)      The section entitled "Description of Registrant's Securities to be
           Registered" contained in the Registrant's registration statement on
           Form 8-A filed with the Commission on March 1, 1996 pursuant to Section
           12(g) of the Exchange Act and incorporating by reference the
           information contained in the Registrant's Registration Statement on
           Form S-1 (SEC File No. 333-14639) initially filed with the Commission
           on March 1, 1996.
  
           All documents subsequently filed with the Commission by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered herein have been sold or which deregisters all securities then remaining
  unsold, shall
  
                                        -2-
  be deemed to be incorporated by reference in this Registration Statement and to
  be a part hereof from the date of filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Massachusetts General Laws Chapter 156B, Section 67 provides that a
  corporation may indemnify its directors and officers to the extent specified in
  or authorized by (i) the articles of organization, (ii) a by-law adopted by the
  shareholders, or (iii) a vote adopted by the holders of a majority of the shares
  of stock entitled to vote on the election of directors. In all instances, the
  extent to which a corporation provides indemnification to its directors and
  officers under Section 67 is optional. Massachusetts General Laws Chapter 156B,
  Section 67 forbids the indemnification of any person with respect to any matter
  to which he shall have been adjudicated in any proceeding not to have acted in
  good faith in the reasonable belief that his action was in the best interest of
  the corporation.
  
           The Company's Restated By-Laws indemnifies the directors and officers
  against liabilities arising out of legal proceedings brought against them by
  reason of their status as directors and officers or by reason of their agreeing
  to serve, at the request of the Company, as a director or officer of another
  organization. Under the Restated By-Laws, each director and officer shall be
  indemnified by the Company for all costs and expenses (including attorneys'
  fees), judgments, liabilities and amounts paid in settlement of such
  proceedings, even if he is not successful on the merits, if he acted in good
  faith in the reasonable belief that his action was in the best interest of the
  Company. The Board of Directors may authorize advancing litigation expenses to a
  director or officer at his request upon receipt of an undertaking by such
  director or officer to repay such expenses if it is ultimately determined that
  he is not entitled to indemnification for such expense. The Restated By-Laws
  provide that the directors and officers of the Company shall be indemnified by
  the Company to the fullest extent authorized by Massachusetts Law, as it now
  exists or may in the future be amended. In addition, the Restated Articles
  provide that the directors of the Company will not be personally liable for
  monetary damages to the Company for breaches of their fiduciary duty as
  directors, unless they violated their duty of loyalty to the Company or its
  shareholders, acted in bad faith, knowingly or intentionally violated the law,
  authorized illegal dividends or redemptions or derived an improper personal
  benefit from their action as directors.
  
           The Company has entered into separate indemnification agreements with
  each of its directors and executive officers, whereby the Company agreed, among
  other things, (i) to indemnify them to the fullest extent permitted by the
  Business Corporation Law of the Commonwealth of Massachusetts, subject to
  specified limitations, against certain liabilities actually and reasonably
  incurred by them in any proceedings in which they are a party that may arise by
  reason of their status as directors, officers, employees or agents or may arise
  by reason of their serving as such at the request of the Company for another
  entity and (ii) to advance their expenses incurred as a result of any proceeding
  against them as to which they could be indemnified. The Company intends to enter
  into similar separate indemnification agreements with any directors or officers
  who may join the Company in the future.
  
                                        -3-
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  Exhibit No.                                         Description of Exhibit
  4.1*        Restated Articles of Organization of the Registrant.
  
          4.2*        Restated By-Laws of the Registrant.
  
          4.3         SIPEX Corporation 2002 Nonstatutory Stock Option Plan.
  
          4.4         Form of Stock Option Agreement (Plan).
  
          4.5         Form of Stock Option Agreement (Non-Plan) by and between the Registrant and Ravi Nandan.
  
          4.6         Form of Stock Option Agreement (Non-Plan) by and between the Registrant and Eva Ferguson.
  
          5.1         Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as to the legality of
                      securities being registered.
  
         23.1         Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1).
  
         23.2         Consent of KPMG LLP.
  
         23.3         Consent of Sallmann, Yang & Alameda.
  
         24.1         Power of Attorney (included as part of the signature page of this Registration Statement).
  *        Incorporated by reference to Exhibits to the Registrant's Registration
           Statement on Form S-1, No. 333-1328.
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)      The undersigned Registrant hereby undertakes:
  
                    (1)      To file, during any period in which offers or sales
                             are being made, a post-effective amendment to this
                             Registration Statement:
  
                             (i)      To include any prospectus required by
                                      Section 10(a)(3) of the Securities Act of
                                      1933;
  
                             (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
  
                                        -4-
  (iii)    To include any material information with
                                      respect to the plan of distribution not
                                      previously disclosed in the Registration
                                      Statement or any material change to such
                                      information in the Registration Statement;
                                      provided, however, that paragraphs (a)(1)(i)
                                      and (a)(1)(ii) do not apply if the
                                      information required to be included in a
                                      post-effective amendment by those paragraphs
                                      is contained in periodic reports filed with
                                      or furnished to the Commission by the
                                      Registrant pursuant to Section 13 or Section
                                      15(d) of the Securities Exchange Act of 1934
                                      that are incorporated by reference in the
                                      Registration Statement.
  
                    (2)      That, for the purpose of determining any liability
                             under the Securities Act of 1933, each such
                             post-effective amendment shall be deemed to be a new
                             registration statement relating to the securities
                             offered therein, and the offering of such securities
                             at that time shall be deemed to be the initial bona
                             fide offering thereof.
  
                    (3)      To remove from registration by means of a
                             post-effective amendment any of the securities being
                             registered which remain unsold at the termination of
                             the offering.
  
           (b)      The undersigned Registrant hereby undertakes that, for
                    purposes of determining any liability under the Securities Act
                    of 1933, each filing of the Registrant's annual report
                    pursuant to Section 13(a) or Section 15(d) of the Securities
                    Exchange Act of 1934 (and, where applicable, each filing of
                    any employee benefit plan's annual report pursuant to Section
                    15(d) of the Securities Exchange Act of 1934) that is
                    incorporated by reference in the Registration Statement shall
                    be deemed to be a new registration statement relating to the
                    securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial bona
                    fide offering thereof.
  
           (c)      Insofar as indemnification for liabilities arising under the
                    Securities Act of 1933 may be permitted to directors, officers
                    and controlling persons of the Registrant pursuant to the
                    foregoing provisions, or otherwise, the Registrant has been
                    advised that in the opinion of the Securities and Exchange
                    Commission such indemnification is against public policy as
                    expressed in the Act and is, therefore, unenforceable. In the
                    event that a claim for indemnification against such
                    liabilities (other than the payment by the Registrant of
                    expenses incurred or paid by a director, officer or
                    controlling person of the Registrant in the successful defense
                    of any action, suit or proceeding) is asserted by such
                    director, officer or controlling person in connection with the
                    securities being registered, the Registrant will, unless in
                    the opinion of its counsel the matter has been settled by
                    controlling precedent, submit to a court of appropriate
                    jurisdiction the question whether such indemnification by it
                    is against public policy as expressed in the Act and will be
                    governed by the final adjudication of such issue.
  
                                        -5-
  SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Billerica, the Commonwealth of Massachusetts, on this
  20th day of November, 2001.
  
                                           SIPEX CORPORATION
  
                                           By:  /s/  James E. Donegan
                                                ----------------------------------
                                                James E. Donegan
                                                Chairman of the Board of Directors
                                                and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
           EACH SUCH PERSON WHOSE SIGNATURE appears below constitutes and
  appoints, jointly and severally, James E. Donegan and Frank R. DiPietro and each
  of them, with full power to act without the other, his true and lawful
  attorney-in-fact and agent, with the power of substitution and resubstitution,
  for him and in his name, place and stead, in any and all capacities, to sign any
  amendments to this Registration Statement on Form S-8 (including post-effective
  amendments) and to file the same, with all exhibits thereto, and other documents
  in connection therewith, with the Securities and Exchange Commission, hereby
  ratifying and confirming all that said attorney-in-fact, or his or her
  substitute or substitutes, may do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  SIGNATURE                                         TITLE                                           DATE
  /s/  James E. Donegan                             Chairman of the Board of Directors, Chief       November 20, 2001
  ---------------------------------------------     Executive Officer and Director
  James E. Donegan
  
  /s/  Frank R. DiPietro                            Executive Vice President, Finance, Chief        November 20, 2001
  ---------------------------------------------     Financial Officer, Treasurer (principal
  Frank R. DiPietro                                 financial officer and accounting officer) and
                                                    Clerk
  
  /s/  Manfred Loeb                                 Director                                        November 20, 2001
  ---------------------------------------------
  Manfred Loeb
  
  /s/  Lionel H. Olmer                              Director                                        November 20, 2001
  ---------------------------------------------
  Lionel H. Olmer
  
  /s/  John L. Sprague                              Director                                        November 20, 2001
  ---------------------------------------------
  John L. Sprague
  
  ---------------------------------------------     Director
  Doug McBurnie
  
  /s/  Willy Sansen                                 Director                                        November 20, 2001
  ---------------------------------------------
  Willy Sansen
  -6-
  SECURITIES AND EXCHANGE COMMISSION
  
                               WASHINGTON, D.C. 20549
  
                                      EXHIBITS
  
                         REGISTRATION STATEMENT ON FORM S-8
  
                                  SIPEX CORPORATION
  
                                  NOVEMBER 21, 2001
  INDEX TO EXHIBITS
  Exhibit Number                        Description of Exhibit
  4.1*              Restated Articles of Organization of the Registrant.
  
           4.2*              Restated By-Laws of the Registrant.
  
           4.3               SIPEX Corporation 2002 Nonstatutory Stock Option Plan.
  
           4.4               Form of Stock Option Agreement (Plan).
  
           4.5               Form of Stock Option Agreement (Non-Plan) by and
                             between the Registrant and Ravi Nandan.
  
           4.6               Form of Stock Option Agreement (Non-Plan) by and
                             between the Registrant and Eva Ferguson.
  
           5.1               Opinion of Wilson Sonsini Goodrich & Rosati,
                             Professional Corporation, as to the legality of
                             securities being registered.
  
          23.1               Consent of Wilson Sonsini Goodrich and Rosati,
                             Professional Corporation (included in Exhibit 5.1).
  
          23.2               Consent of KPMG LLP.
  
          23.3               Consent of Sallmann, Yang & Alameda.
  
          24.1               Power of Attorney (included as part of the signature
                             page of this Registration Statement).
  *        Incorporated by reference to Exhibits to the Registrant's Registration
           Statement on Form S-1, No. 333-1328.