content: <PAGE>   1
  
  
  
       As filed with the Securities and Exchange Commission on August 4, 1998
  
                                                 REGISTRATION NO. 333-____________
  ================================================================================
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549     
  
                                      FORM S-8
  
                            -------------------------
  
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                            -------------------------
  
                              LIFEQUEST MEDICAL, INC.
               (Exact name of registrant as specified in its charter)
  
  <TABLE>
  <S>                                                        <C>
                  DELAWARE                                        74-2559866
       (State or other jurisdiction of                          (I.R.S. Employer
       incorporation or organization)                          Identification No.)
                                                    
       12961 PARK CENTRAL, SUITE 1300                                 78216
             SAN ANTONIO, TEXAS                                     (Zip Code)
  (Address of Principal Executive Offices)
  </TABLE>
  
  
  <TABLE>
  <S>                                                       <C>
  NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN              NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
  LIFEQUEST MEDICAL, INC. AND ANDY AMBRO                    LIFEQUEST MEDICAL, INC. AND ROBERT KRAUS
  
  NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN              NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
  LIFEQUEST MEDICAL, INC. AND JOE AMICK                     LIFEQUEST MEDICAL, INC. AND MARK LOVEJOY
  
  NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN              NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
  LIFEQUEST MEDICAL, INC. AND BRIAN BOXELL                  LIFEQUEST MEDICAL, INC. AND SCOTT MCEWEN
  
  NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN              NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
  LIFEQUEST MEDICAL, INC. AND WILLIAM H. BOOKWALTER         LIFEQUEST MEDICAL, INC. AND JANNINE MESZLER
  
  NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN              NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
  LIFEQUEST MEDICAL, INC. AND STEPHEN COLLINS               LIFEQUEST MEDICAL, INC. AND TONY MILES
  
  NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN              NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
  LIFEQUEST MEDICAL, INC. AND PATRICK DOWD                  LIFEQUEST MEDICAL, INC. AND JIM MILLER
  
  NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN              NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
  LIFEQUEST MEDICAL, INC. AND JAMES EDGEKOSKI               LIFEQUEST MEDICAL, INC. AND STEVE NEDERHOED
  
  NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN              NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
  LIFEQUEST MEDICAL, INC. AND BOB FADEM                     LIFEQUEST MEDICAL, INC. AND JEFF RENCHER
  
  NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN              NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
  LIFEQUEST MEDICAL, INC. AND K.C. FADEM                    LIFEQUEST MEDICAL, INC. AND ED ROGERS
  
  NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN              NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
  LIFEQUEST MEDICAL, INC. AND CHIP HADDOCK                  LIFEQUEST MEDICAL, INC. AND TONY SCHWINDT
  
  NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN              NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
  LIFEQUEST MEDICAL, INC. AND JIM HARMOUNT                  LIFEQUEST MEDICAL, INC. AND CINDY SELTZER
  
  NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN              NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
  LIFEQUEST MEDICAL, INC. AND DAN HOLLAND                   LIFEQUEST MEDICAL, INC. AND KEN WATSON
  
  NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN              NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
  LIFEQUEST MEDICAL, INC. AND AMY KARLSTAD                  LIFEQUEST MEDICAL, INC. AND DAVID WHICHARD
  
  NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN              NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
  LIFEQUEST MEDICAL, INC. AND RICHARD H. KLEIN              LIFEQUEST MEDICAL, INC. AND JON WHICHARD
  
  NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN              NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
  LIFEQUEST MEDICAL, INC. AND EDWARD KRAUS                  LIFEQUEST MEDICAL, INC. AND RICHARD A. WOODFIELD
  </TABLE>
  
                             (Full title of the Plans)
  <PAGE>   2
                                RANDALL K. BOATRIGHT
          EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY
                              LIFEQUEST MEDICAL, INC.
                           12961 PARK CENTRAL, SUITE 1300
                             SAN ANTONIO, TEXAS  78216
                      (Name and address of agent for service)
  
                                   (210) 495-8787
           (Telephone number, including area code, of agent for service)
  
                            -------------------------
  
                                   With Copy to:
  
                            FULBRIGHT & JAWORSKI L.L.P.
                              300 CONVENT, SUITE 2200
                             SAN ANTONIO, TEXAS  78205
                                   (210) 224-5575
                           ATTENTION:  PHILLIP M. RENFRO
  
                            -------------------------
  
                          CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
                                                     PROPOSED          PROPOSED MAXIMUM
    TITLE OF SECURITIES       AMOUNT TO          MAXIMUM OFFERING     AGGREGATE OFFERING         AMOUNT OF
     TO BE REGISTERED        BE REGISTERED       PRICE PER UNIT(1)         PRICE(1)           REGISTRATION FEE
      <S>                     <C>                    <C>                  <C>                     <C>
       Common Stock,
      $.001 par value         698,000(2)             $ 2.0625             $1,439,625              $ 424.69
  
         Purchase
       Rights(3)(4)           698,000                    -                     -                     -
  
  
           Total              698,000                    -                $1,439,625              $ 424.69
  </TABLE>
  
  
  (1)      Pursuant to Rule 457(c), the maximum offering price per security and
           maximum aggregate offering price of the Common Stock have been
           calculated on the basis of the average of the high and low sale prices
           of the Common Stock as reported in the NASDAQ SmallCap Market System
           on August 3, 1998.
  (2)      Pursuant to Rule 416(a), this Registration Statement shall also cover
           any additional shares of Common Stock which become issuable by reason
           of any stock dividend, stock split, recapitalization or other similar
           transaction effected without the receipt of consideration which
           results in an increase in the number of the outstanding shares of
           Common Stock.
  (3)      No fee pursuant to Rule 457(g).
  (4)      Purchase Rights related to the Common Stock pursuant to Rights
           Agreement dated as of June 20, 1995, between Registrant and American
           Stock Transfer and Trust Company, Rights Agent.
  ================================================================================
  
  
  
  
  
  
                                        -2-
  <PAGE>   3
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.          INCORPORATION OF DOCUMENTS BY REFERENCE
  
                   The following documents are hereby incorporated by reference
  in this Registration Statement:
  
                   1.       The Annual Report on Form 10-KSB of LifeQuest
  Medical, Inc., a Delaware corporation (the "Registrant"), for the year ended
  December 31, 1997;
  
                   2.       The Registrant's Quarterly Report on Form 10-QSB for
                            the quarter ended March 31, 1998;
  
                   3.       The Registrant's Current Report on Form 8-K dated
                            July 1, 1998; and
  
                   4.       The description of the Registrant's Common Stock,
  $.001 par value, set forth under the caption "Description of Capital Stock" in
  the prospectus that is included in the Registrant's Registration Statement on
  Form S-1 (File No. 33-49196), as amended, and the description of the Company's
  Common Stock Purchase Rights set forth in the Registration Statement on Form
  8-A dated June 20, 1995, are hereby incorporated herein by reference.
  
                   All documents filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing hereof
  and 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 a part hereof from the date of filing such
  documents.
  
                   For purposes of this Registration Statement, any document or
  any statement contained in a document incorporated or deemed to be incorporated
  herein by reference shall be deemed to be modified or superseded to the extent
  that a subsequently filed document or a statement contained herein or in any
  other subsequently filed document which also is or is deemed to be incorporated
  herein by reference modifies or supersedes such document or such statement in
  such document.  Any statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part of this Registration
  Statement.
  
  ITEM 4.          DESCRIPTION OF SECURITIES
  
                   Not Applicable.
  
  ITEM 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL
  
                   Not Applicable.
  
  
  
  
  
                                        -3-
  <PAGE>   4
  ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
                   Section 145 of the Delaware General Corporation Law empowers
  the Registrant to, and the Bylaws of the Registrant provide that it shall,
  indemnify any person who was or is a party or is threatened to be made a party
  to any threatened, pending or completed action, suit or proceeding by reason of
  the fact that he is or was a director, officer, employee or agent of the
  Registrant, or is or was serving at the request of the Registrant as a
  director, officer, employee or agent of another corporation, partnership, joint
  venture, trust or other enterprise, against expenses, judgments, fines and
  amounts paid in settlement actually and reasonably incurred by him in
  connection with such action, suit or proceeding if he acted in good faith and
  in a manner he reasonably believed to be in or not opposed to be the best
  interest of the Registrant, and, with respect to any criminal action or
  proceeding, had no reasonable cause to believe his conduct was unlawful; except
  that, in the case of an action or suit by or in the right of the Registrant, no
  indemnification may be made in respect of any claim, issue or matter as to
  which such person shall have been adjudged to be liable for negligence or
  misconduct in the performance of his duty to the Registrant unless and only to
  the extent that the Court of Chancery or the court in which such action or suit
  was brought shall determine that such person is fairly and reasonably entitled
  to indemnity for proper expenses.
  
  
  ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED
  
                   Not applicable.
  
  ITEM 8.          EXHIBITS
  
  <TABLE>
                    <S>       <C>
                    4.1       Copy of the Certificate of Incorporation of the Registrant, as amended (hereby incorporated
                              herein by reference to Exhibit 3.1 of the Registrant's Registration Statement on Form S-1
                              (Registration No. 33-49196)).
  
                    4.2       Copy of the Bylaws of the Registrant, as amended (hereby incorporated herein by reference to
                              Exhibit 3.2 of the Registrant's Registration Statement on Form S-1 (Registration No. 33-
                              49196)).
  
                    4.3       Copy of a specimen of certificate representing Common Stock, $.001 par value, of the
                              Registrant (hereby incorporated herein by reference to Exhibit 4.1 of the Registrant's
                              Registration Statement on Form S-1 (Registration No. 33-49196)).
  
                    4.4       Rights Agreement dated as of June 20, 1995, between LifeQuest Medical, Inc. and American
                              Stock Transfer & Trust Company, as Rights Agent, which includes as exhibits, the form of
                              Right Certificate and the Summary of Rights to Purchase Common Shares (hereby
  </TABLE>
  
  
  
  
  
                                        -4-
  <PAGE>   5
  <TABLE>
                  <S>         <C>
                              incorporated herein by reference to Exhibit 1 of the Registrant's Current Report on Form 8-K
                              dated June 26, 1995).
  
                   *4.5       Form of Non-Qualified Stock Option Agreement between LifeQuest Medical, Inc. and each of
                              Richard H. Klein, Bob Fadem, K.C. Fadem, Mark Lovejoy, William H. Bookwalter, Edward Kraus
                              and Robert Kraus.
  
                   *4.6       Form of Non-Qualified Stock Option Agreement between LifeQuest Medical, Inc. and each of
                              Andy Ambro, Brian Boxell, Stephen Collins, Patrick Dowd, James Edgekoski, Chip Haddock, Jim
                              Harmount, Scott McEwen, Jannine Meszler, Tony Miles, Jim Miller, Steve Nederhoed, Jeff
                              Rencher, Ed Rogers, Tony Schwindt, Cindy Seltzer, Ken Watson, Amy Karlstad, Joe Amick, Dan
                              Holland, David Whichard and Jon Whichard.
  
                   *4.7       Non-Qualified Stock Option Agreement dated May 11, 1998, between LifeQuest Medical, Inc. and
                              Richard A. Woodfield.
  
                   *5.1       Opinion of Fulbright & Jaworski L.L.P. as to the legality of the securities being
                              registered.
  
                  *23.1       Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
  
                  *23.2       Consent of Arthur Andersen LLP
  
                  *24.1       Powers of Attorney from the members of the Board of Directors of the Registrant (contained
                              on signature page).
  </TABLE>
  
  ---------------
  * filed herewith
  
  
  ITEM 9.  UNDERTAKINGS
  
                 The undersigned Registrant hereby undertakes:
  
                 (1)      To file, during any period in which offers or sales are
  being made, a post-effective amendment to this Registration Statement:
  
                          (i)     To include any prospectus required by Section
                 10(a)(3) of the Securities Act of 1933, as amended (the
                 "Securities Act");
  
                          (ii)    To reflect in the prospectus any facts or
                 events arising after the effective date of this Registration
                 Statement (or the most recent post-effective
  
  
  
  
  
                                        -5-
  <PAGE>   6
                 amendment hereof) which, individually or in the aggregate,
                 represent a fundamental change in the information set forth in
                 this Registration Statement; and
  
                          (iii)   To include any material information with
                 respect to the plan of distribution not previously disclosed in
                 this Registration Statement or any material change to such
                 information in this Registration Statement;
  
  Provided, however, that paragraphs (i) and (ii) above 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 Exchange Act, that are incorporated by
  reference in this Registration Statement.
  
                 (2)      That, for the purpose of determining any liability
  under the Securities Act, 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.
  
                 (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.
  
                 The undersigned Registrant hereby undertakes that, for purposes
  of determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act that is incorporated by reference in this 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.
  
                 Insofar as indemnification for liabilities arising under the
  Securities Act 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
  Securities 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
  Securities Act and will be governed by the final adjudication of such issue.
  
  
  
  
  
                                        -6-
  <PAGE>   7
                                     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 San Antonio, State of Texas, on July 2, 1998.
  
                                          LIFEQUEST MEDICAL, INC.
  
  
                                          By:/s/ Richard A. Woodfield 
                                             -------------------------------------
                                                      Richard A. Woodfield
                                             President and Chief Executive Officer
  
  
  
  
  
                                        -7-
  <PAGE>   8
                                 POWER OF ATTORNEY
  
  
                   KNOW ALL MEN BY THESE PRESENTS, that each individual whose
  signature appears below constitutes and appoints Richard A. Woodfield and
  Randall K. Boatright, or either of them, his true and lawful attorneys-in-fact
  and agents, with full power of substitution and resubstitution, severally, for
  him and in his 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 and all exhibits thereto, and all documents in
  connection therewith, with the Securities and Exchange Commission, granting
  said attorney-in-fact and agent, and each of them, full power and authority to
  do and perform each and every act and thing requisite and necessary to be done
  in and about the premises, as fully to all intents and purposes as he might or
  could do in person, hereby ratifying and confirming all that said
  attorney-in-fact and agent or either of them, or their or his substitute or
  substitutes, may lawfully do or cause to be done by virtue hereof.
  
                   Pursuant to the requirements of the Securities Act, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
  SIGNATURE                         TITLE                                                 DATE
  ---------                         -----                                                 ----
  <S>                               <C>                                                   <C>
  /s/ Richard A. Woodfield          President, Chief Executive                            July 2, 1998
  ------------------------------    Officer and Director         
  Richard A. Woodfield              (Principal Executive Officer)                         
                                                                                          
                                                                                          
  /s/ Randall K. Boatright          Executive Vice-President, Chief                       July 2, 1998
  ------------------------------    Financial Officer, Secretary and            
  Randall K. Boatright              Director                                              
                                    (Principal Financial and Accounting Officer)          
                                                                                          
                                                                                          
  /s/ William H. Bookwalter         Vice President and Director                           July 2, 1998
  ------------------------------
  William H. Bookwalter                                                                   
                                                                                          
  /s/ K.C. Fadem                    Vice President and Director                           July 2, 1998
  ------------------------------
  K.C. Fadem                                                                              
                                                                                          
  /s/ Richard H. Klein              Vice President and Director                           July 2, 1998
  ------------------------------
  Richard H. Klein                                                                        
                                                                                          
  /s/ Jeffrey H. Berg, Ph.D.        Director                                              July 2, 1998
  ------------------------------
  Jeffrey H. Berg, Ph.D.                                                                  
                                                                                          
  /s/ Robert L. Evans               Director                                              July 2, 1998
  ------------------------------
  Robert L. Evans                                                                         
                                                                                          
  /s/ Robert B. Johnson             Director                                              July 2, 1998
  ------------------------------
  Robert B. Johnson
  </TABLE>
  
  
  
  
  
                                        -8-
  <PAGE>   9
                                 INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
  Exhibit
  Number                    Description of Exhibits
  -------                   -----------------------
  <S>              <C>
    4.1            Copy of the Certificate of Incorporation of the Registrant, as amended (incorporated by reference to
                   Exhibit 3.1 of the Registrant's Registration Statement on Form S-1 (Registration No. 33-49196)).
  
    4.2            Copy of the Bylaws of the Registrant, as amended (incorporated by reference to Exhibit 3.2 of the
                   Registrant's Registration Statement on Form S-1 (Registration No. 33-49196)).
  
    4.3            Copy of a specimen of certificate representing Common Stock, $.001 par value, of the Registrant
                   (incorporated by reference to Exhibit 4.1 of the Registrant's Registration Statement on Form S-1
                   (Registration No. 33-49196)).
  
    4.4            Rights Agreement dated as of June 20, 1995, between LifeQuest Medical, Inc. and American Stock Transfer
                   & Trust Company, as Rights Agent, which includes as exhibits, the form of Right Certificate and the
                   Summary of Rights to Purchase Common Shares (hereby incorporated herein by reference to Exhibit 1 of
                   the Registrant's Current Report on Form 8-K dated June 26, 1995).
  
   *4.5            Form of Non-Qualified Stock Option Agreement between LifeQuest Medical, Inc. and each of Richard H.
                   Klein, Bob Fadem, K.C. Fadem, Mark Lovejoy, William H. Bookwalter, Edward Kraus and Robert Kraus.
  
   *4.6            Form of Non-Qualified Stock Option Agreement between LifeQuest Medical, Inc. and each of Andy Ambro,
                   Brian Boxell, Stephen Collins, Patrick Dowd, James Edgekoski, Chip Haddock, Jim Harmount, Scott McEwen,
                   Jannine Meszler, Tony Miles, Jim Miller, Steve Nederhoed, Jeff Rencher, Ed Rogers, Tony Schwindt, Cindy
                   Seltzer, Ken Watson, Amy Karlstad, Joe Amick, Dan Holland, David Whichard and Jon Whichard.
  
   *4.7            Non-Qualified Stock Option Agreement dated May 11, 1998, between LifeQuest Medical, Inc. and Richard A.
                   Woodfield.
  
   *5.1            Opinion of Fulbright & Jaworski L.L.P. as to the legality of the securities being registered.
  
  *23.1            Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
  
  *23.2            Consent of Arthur Andersen LLP
  
  *24.1            Powers of Attorney from the members of the Board of Directors of the Registrant (contained on page 7
                   hereof).
  </TABLE>
  ---------------
  * filed herewith
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 26155}]
metadata_filer: {"company-data": {"conformed-name": "LIFEQUEST MEDICAL INC", "cik": "0000860131", "assigned-sic": "3842", "irs-number": "742559866", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60629", "film-number": "98677012"}, "business-address": {"street1": "12961 PARK CENTRAL", "street2": "STE 1300", "city": "SAN ANTONIO", "state": "TX", "zip": "78216", "phone": "2104958787"}, "mail-address": {"street1": "12961 PARK CENTRAL", "street2": "STE 1300", "city": "SAN ANTONIO", "state": "TX", "zip": "78216"}}
text: 1
  
       As filed with the Securities and Exchange Commission on August 4, 1998
  
                                                 REGISTRATION NO. 333-____________
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549     
  
                                      FORM S-8
  
                            -------------------------
  
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                            -------------------------
  
                              LIFEQUEST MEDICAL, INC.
               (Exact name of registrant as specified in its charter)
  DELAWARE                                        74-2559866
       (State or other jurisdiction of                          (I.R.S. Employer
       incorporation or organization)                          Identification No.)
                                                    
       12961 PARK CENTRAL, SUITE 1300                                 78216
             SAN ANTONIO, TEXAS                                     (Zip Code)
  (Address of Principal Executive Offices)
  NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN              NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
  LIFEQUEST MEDICAL, INC. AND ANDY AMBRO                    LIFEQUEST MEDICAL, INC. AND ROBERT KRAUS
  
  NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN              NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
  LIFEQUEST MEDICAL, INC. AND JOE AMICK                     LIFEQUEST MEDICAL, INC. AND MARK LOVEJOY
  
  NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN              NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
  LIFEQUEST MEDICAL, INC. AND BRIAN BOXELL                  LIFEQUEST MEDICAL, INC. AND SCOTT MCEWEN
  
  NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN              NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
  LIFEQUEST MEDICAL, INC. AND WILLIAM H. BOOKWALTER         LIFEQUEST MEDICAL, INC. AND JANNINE MESZLER
  
  NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN              NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
  LIFEQUEST MEDICAL, INC. AND STEPHEN COLLINS               LIFEQUEST MEDICAL, INC. AND TONY MILES
  
  NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN              NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
  LIFEQUEST MEDICAL, INC. AND PATRICK DOWD                  LIFEQUEST MEDICAL, INC. AND JIM MILLER
  
  NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN              NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
  LIFEQUEST MEDICAL, INC. AND JAMES EDGEKOSKI               LIFEQUEST MEDICAL, INC. AND STEVE NEDERHOED
  
  NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN              NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
  LIFEQUEST MEDICAL, INC. AND BOB FADEM                     LIFEQUEST MEDICAL, INC. AND JEFF RENCHER
  
  NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN              NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
  LIFEQUEST MEDICAL, INC. AND K.C. FADEM                    LIFEQUEST MEDICAL, INC. AND ED ROGERS
  
  NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN              NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
  LIFEQUEST MEDICAL, INC. AND CHIP HADDOCK                  LIFEQUEST MEDICAL, INC. AND TONY SCHWINDT
  
  NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN              NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
  LIFEQUEST MEDICAL, INC. AND JIM HARMOUNT                  LIFEQUEST MEDICAL, INC. AND CINDY SELTZER
  
  NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN              NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
  LIFEQUEST MEDICAL, INC. AND DAN HOLLAND                   LIFEQUEST MEDICAL, INC. AND KEN WATSON
  
  NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN              NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
  LIFEQUEST MEDICAL, INC. AND AMY KARLSTAD                  LIFEQUEST MEDICAL, INC. AND DAVID WHICHARD
  
  NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN              NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
  LIFEQUEST MEDICAL, INC. AND RICHARD H. KLEIN              LIFEQUEST MEDICAL, INC. AND JON WHICHARD
  
  NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN              NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
  LIFEQUEST MEDICAL, INC. AND EDWARD KRAUS                  LIFEQUEST MEDICAL, INC. AND RICHARD A. WOODFIELD
  (Full title of the Plans)
  2
                                RANDALL K. BOATRIGHT
          EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY
                              LIFEQUEST MEDICAL, INC.
                           12961 PARK CENTRAL, SUITE 1300
                             SAN ANTONIO, TEXAS  78216
                      (Name and address of agent for service)
  
                                   (210) 495-8787
           (Telephone number, including area code, of agent for service)
  
                            -------------------------
  
                                   With Copy to:
  
                            FULBRIGHT & JAWORSKI L.L.P.
                              300 CONVENT, SUITE 2200
                             SAN ANTONIO, TEXAS  78205
                                   (210) 224-5575
                           ATTENTION:  PHILLIP M. RENFRO
  
                            -------------------------
  
                          CALCULATION OF REGISTRATION FEE
  PROPOSED          PROPOSED MAXIMUM
    TITLE OF SECURITIES       AMOUNT TO          MAXIMUM OFFERING     AGGREGATE OFFERING         AMOUNT OF
     TO BE REGISTERED        BE REGISTERED       PRICE PER UNIT(1)         PRICE(1)           REGISTRATION FEE
  Common Stock,
      $.001 par value         698,000(2)             $ 2.0625             $1,439,625              $ 424.69
  
         Purchase
       Rights(3)(4)           698,000                    -                     -                     -
  
           Total              698,000                    -                $1,439,625              $ 424.69
  (1)      Pursuant to Rule 457(c), the maximum offering price per security and
           maximum aggregate offering price of the Common Stock have been
           calculated on the basis of the average of the high and low sale prices
           of the Common Stock as reported in the NASDAQ SmallCap Market System
           on August 3, 1998.
  (2)      Pursuant to Rule 416(a), this Registration Statement shall also cover
           any additional shares of Common Stock which become issuable by reason
           of any stock dividend, stock split, recapitalization or other similar
           transaction effected without the receipt of consideration which
           results in an increase in the number of the outstanding shares of
           Common Stock.
  (3)      No fee pursuant to Rule 457(g).
  (4)      Purchase Rights related to the Common Stock pursuant to Rights
           Agreement dated as of June 20, 1995, between Registrant and American
           Stock Transfer and Trust Company, Rights Agent.
  ================================================================================
  
                                        -2-
  3
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.          INCORPORATION OF DOCUMENTS BY REFERENCE
  
                   The following documents are hereby incorporated by reference
  in this Registration Statement:
  
                   1.       The Annual Report on Form 10-KSB of LifeQuest
  Medical, Inc., a Delaware corporation (the "Registrant"), for the year ended
  December 31, 1997;
  
                   2.       The Registrant's Quarterly Report on Form 10-QSB for
                            the quarter ended March 31, 1998;
  
                   3.       The Registrant's Current Report on Form 8-K dated
                            July 1, 1998; and
  
                   4.       The description of the Registrant's Common Stock,
  $.001 par value, set forth under the caption "Description of Capital Stock" in
  the prospectus that is included in the Registrant's Registration Statement on
  Form S-1 (File No. 33-49196), as amended, and the description of the Company's
  Common Stock Purchase Rights set forth in the Registration Statement on Form
  8-A dated June 20, 1995, are hereby incorporated herein by reference.
  
                   All documents filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing hereof
  and 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 a part hereof from the date of filing such
  documents.
  
                   For purposes of this Registration Statement, any document or
  any statement contained in a document incorporated or deemed to be incorporated
  herein by reference shall be deemed to be modified or superseded to the extent
  that a subsequently filed document or a statement contained herein or in any
  other subsequently filed document which also is or is deemed to be incorporated
  herein by reference modifies or supersedes such document or such statement in
  such document.  Any statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part of this Registration
  Statement.
  
  ITEM 4.          DESCRIPTION OF SECURITIES
  
                   Not Applicable.
  
  ITEM 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL
  
                   Not Applicable.
  
                                        -3-
  4
  ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
                   Section 145 of the Delaware General Corporation Law empowers
  the Registrant to, and the Bylaws of the Registrant provide that it shall,
  indemnify any person who was or is a party or is threatened to be made a party
  to any threatened, pending or completed action, suit or proceeding by reason of
  the fact that he is or was a director, officer, employee or agent of the
  Registrant, or is or was serving at the request of the Registrant as a
  director, officer, employee or agent of another corporation, partnership, joint
  venture, trust or other enterprise, against expenses, judgments, fines and
  amounts paid in settlement actually and reasonably incurred by him in
  connection with such action, suit or proceeding if he acted in good faith and
  in a manner he reasonably believed to be in or not opposed to be the best
  interest of the Registrant, and, with respect to any criminal action or
  proceeding, had no reasonable cause to believe his conduct was unlawful; except
  that, in the case of an action or suit by or in the right of the Registrant, no
  indemnification may be made in respect of any claim, issue or matter as to
  which such person shall have been adjudged to be liable for negligence or
  misconduct in the performance of his duty to the Registrant unless and only to
  the extent that the Court of Chancery or the court in which such action or suit
  was brought shall determine that such person is fairly and reasonably entitled
  to indemnity for proper expenses.
  
  ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED
  
                   Not applicable.
  
  ITEM 8.          EXHIBITS
  4.1       Copy of the Certificate of Incorporation of the Registrant, as amended (hereby incorporated
                              herein by reference to Exhibit 3.1 of the Registrant's Registration Statement on Form S-1
                              (Registration No. 33-49196)).
  
                    4.2       Copy of the Bylaws of the Registrant, as amended (hereby incorporated herein by reference to
                              Exhibit 3.2 of the Registrant's Registration Statement on Form S-1 (Registration No. 33-
                              49196)).
  
                    4.3       Copy of a specimen of certificate representing Common Stock, $.001 par value, of the
                              Registrant (hereby incorporated herein by reference to Exhibit 4.1 of the Registrant's
                              Registration Statement on Form S-1 (Registration No. 33-49196)).
  
                    4.4       Rights Agreement dated as of June 20, 1995, between LifeQuest Medical, Inc. and American
                              Stock Transfer & Trust Company, as Rights Agent, which includes as exhibits, the form of
                              Right Certificate and the Summary of Rights to Purchase Common Shares (hereby
  -4-
  5
  incorporated herein by reference to Exhibit 1 of the Registrant's Current Report on Form 8-K
                              dated June 26, 1995).
  
                   *4.5       Form of Non-Qualified Stock Option Agreement between LifeQuest Medical, Inc. and each of
                              Richard H. Klein, Bob Fadem, K.C. Fadem, Mark Lovejoy, William H. Bookwalter, Edward Kraus
                              and Robert Kraus.
  
                   *4.6       Form of Non-Qualified Stock Option Agreement between LifeQuest Medical, Inc. and each of
                              Andy Ambro, Brian Boxell, Stephen Collins, Patrick Dowd, James Edgekoski, Chip Haddock, Jim
                              Harmount, Scott McEwen, Jannine Meszler, Tony Miles, Jim Miller, Steve Nederhoed, Jeff
                              Rencher, Ed Rogers, Tony Schwindt, Cindy Seltzer, Ken Watson, Amy Karlstad, Joe Amick, Dan
                              Holland, David Whichard and Jon Whichard.
  
                   *4.7       Non-Qualified Stock Option Agreement dated May 11, 1998, between LifeQuest Medical, Inc. and
                              Richard A. Woodfield.
  
                   *5.1       Opinion of Fulbright & Jaworski L.L.P. as to the legality of the securities being
                              registered.
  
                  *23.1       Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
  
                  *23.2       Consent of Arthur Andersen LLP
  
                  *24.1       Powers of Attorney from the members of the Board of Directors of the Registrant (contained
                              on signature page).
  ---------------
  * filed herewith
  
  ITEM 9.  UNDERTAKINGS
  
                 The undersigned Registrant hereby undertakes:
  
                 (1)      To file, during any period in which offers or sales are
  being made, a post-effective amendment to this Registration Statement:
  
                          (i)     To include any prospectus required by Section
                 10(a)(3) of the Securities Act of 1933, as amended (the
                 "Securities Act");
  
                          (ii)    To reflect in the prospectus any facts or
                 events arising after the effective date of this Registration
                 Statement (or the most recent post-effective
  
                                        -5-
  6
                 amendment hereof) which, individually or in the aggregate,
                 represent a fundamental change in the information set forth in
                 this Registration Statement; and
  
                          (iii)   To include any material information with
                 respect to the plan of distribution not previously disclosed in
                 this Registration Statement or any material change to such
                 information in this Registration Statement;
  
  Provided, however, that paragraphs (i) and (ii) above 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 Exchange Act, that are incorporated by
  reference in this Registration Statement.
  
                 (2)      That, for the purpose of determining any liability
  under the Securities Act, 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.
  
                 (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.
  
                 The undersigned Registrant hereby undertakes that, for purposes
  of determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act that is incorporated by reference in this 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.
  
                 Insofar as indemnification for liabilities arising under the
  Securities Act 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
  Securities 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
  Securities Act and will be governed by the final adjudication of such issue.
  
                                        -6-
  7
                                     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 San Antonio, State of Texas, on July 2, 1998.
  
                                          LIFEQUEST MEDICAL, INC.
  
                                          By:/s/ Richard A. Woodfield 
                                             -------------------------------------
                                                      Richard A. Woodfield
                                             President and Chief Executive Officer
  
                                        -7-
  8
                                 POWER OF ATTORNEY
  
                   KNOW ALL MEN BY THESE PRESENTS, that each individual whose
  signature appears below constitutes and appoints Richard A. Woodfield and
  Randall K. Boatright, or either of them, his true and lawful attorneys-in-fact
  and agents, with full power of substitution and resubstitution, severally, for
  him and in his 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 and all exhibits thereto, and all documents in
  connection therewith, with the Securities and Exchange Commission, granting
  said attorney-in-fact and agent, and each of them, full power and authority to
  do and perform each and every act and thing requisite and necessary to be done
  in and about the premises, as fully to all intents and purposes as he might or
  could do in person, hereby ratifying and confirming all that said
  attorney-in-fact and agent or either of them, or their or his substitute or
  substitutes, may lawfully do or cause to be done by virtue hereof.
  
                   Pursuant to the requirements of the Securities Act, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated.
  SIGNATURE                         TITLE                                                 DATE
  ---------                         -----                                                 ----
  /s/ Richard A. Woodfield          President, Chief Executive                            July 2, 1998
  ------------------------------    Officer and Director         
  Richard A. Woodfield              (Principal Executive Officer)                         
                                                                                          
                                                                                          
  /s/ Randall K. Boatright          Executive Vice-President, Chief                       July 2, 1998
  ------------------------------    Financial Officer, Secretary and            
  Randall K. Boatright              Director                                              
                                    (Principal Financial and Accounting Officer)          
                                                                                          
                                                                                          
  /s/ William H. Bookwalter         Vice President and Director                           July 2, 1998
  ------------------------------
  William H. Bookwalter                                                                   
                                                                                          
  /s/ K.C. Fadem                    Vice President and Director                           July 2, 1998
  ------------------------------
  K.C. Fadem                                                                              
                                                                                          
  /s/ Richard H. Klein              Vice President and Director                           July 2, 1998
  ------------------------------
  Richard H. Klein                                                                        
                                                                                          
  /s/ Jeffrey H. Berg, Ph.D.        Director                                              July 2, 1998
  ------------------------------
  Jeffrey H. Berg, Ph.D.                                                                  
                                                                                          
  /s/ Robert L. Evans               Director                                              July 2, 1998
  ------------------------------
  Robert L. Evans                                                                         
                                                                                          
  /s/ Robert B. Johnson             Director                                              July 2, 1998
  ------------------------------
  Robert B. Johnson
  -8-
  9
                                 INDEX TO EXHIBITS
  Exhibit
  Number                    Description of Exhibits
  -------                   -----------------------
  4.1            Copy of the Certificate of Incorporation of the Registrant, as amended (incorporated by reference to
                   Exhibit 3.1 of the Registrant's Registration Statement on Form S-1 (Registration No. 33-49196)).
  
    4.2            Copy of the Bylaws of the Registrant, as amended (incorporated by reference to Exhibit 3.2 of the
                   Registrant's Registration Statement on Form S-1 (Registration No. 33-49196)).
  
    4.3            Copy of a specimen of certificate representing Common Stock, $.001 par value, of the Registrant
                   (incorporated by reference to Exhibit 4.1 of the Registrant's Registration Statement on Form S-1
                   (Registration No. 33-49196)).
  
    4.4            Rights Agreement dated as of June 20, 1995, between LifeQuest Medical, Inc. and American Stock Transfer
                   & Trust Company, as Rights Agent, which includes as exhibits, the form of Right Certificate and the
                   Summary of Rights to Purchase Common Shares (hereby incorporated herein by reference to Exhibit 1 of
                   the Registrant's Current Report on Form 8-K dated June 26, 1995).
  
   *4.5            Form of Non-Qualified Stock Option Agreement between LifeQuest Medical, Inc. and each of Richard H.
                   Klein, Bob Fadem, K.C. Fadem, Mark Lovejoy, William H. Bookwalter, Edward Kraus and Robert Kraus.
  
   *4.6            Form of Non-Qualified Stock Option Agreement between LifeQuest Medical, Inc. and each of Andy Ambro,
                   Brian Boxell, Stephen Collins, Patrick Dowd, James Edgekoski, Chip Haddock, Jim Harmount, Scott McEwen,
                   Jannine Meszler, Tony Miles, Jim Miller, Steve Nederhoed, Jeff Rencher, Ed Rogers, Tony Schwindt, Cindy
                   Seltzer, Ken Watson, Amy Karlstad, Joe Amick, Dan Holland, David Whichard and Jon Whichard.
  
   *4.7            Non-Qualified Stock Option Agreement dated May 11, 1998, between LifeQuest Medical, Inc. and Richard A.
                   Woodfield.
  
   *5.1            Opinion of Fulbright & Jaworski L.L.P. as to the legality of the securities being registered.
  
  *23.1            Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
  
  *23.2            Consent of Arthur Andersen LLP
  
  *24.1            Powers of Attorney from the members of the Board of Directors of the Registrant (contained on page 7
                   hereof).
  ---------------
  * filed herewith