content: <PAGE>   1
       As filed with the Securities and Exchange Commission on August 20, 2001
                                                        Registration No. 333-_____
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                    LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
                   DELAWARE                                        98-0213257
        (State or Other Jurisdiction of                         (I.R.S. Employer
        Incorporation or Organization)                         Identification No.)
  
          8851 TRANS-CANADA HIGHWAY
             ST-LAURENT, QUEBEC
                    CANADA                                          H4S 1Z6
  (Address of Principal Executive Offices)                         (Zip Code)
  
                    LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY, INC.
                                  STOCK OPTION PLAN
                              (Full Title of the Plan)
  
                                   GARY MOSKOVITZ
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              8851 TRANS-CANADA HIGHWAY
                                 ST-LAURENT, QUEBEC
                                   CANADA H45 1Z6
                       (Name and Address of Agent For Service)
                                   (514) 331-3738
            (Telephone Number, Including Area Code, of Agent For Service)
  
                                     Copies to:
  
                                JOHN A. BURGESS, ESQ.
                                  HALE AND DORR LLP
                                   60 STATE STREET
                                  BOSTON, MA 02109
                               TELEPHONE: 617-526-6000
                               TELECOPY: 617-526-5000
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ==============================================================================================================
  Title of Securities                               Proposed Maximum      Proposed Maximum
  to be Registered       Amount to be Registered   Offering Price Per    Aggregate Offering        Amount of
                                                         Share                 Price           Registration Fee
  --------------------------------------------------------------------------------------------------------------
  <S>                     <C>                         <C>                 <C>                       <C>
  Common Stock, $0.001
  par value per share     3,500,000 shares(1)           $0.42(2)            $1,470,000(2)           $367.50
  ==============================================================================================================
  </TABLE>
  
  (1)  Consists of (i) 3,500,000 shares issuable under the Lumenon Innovative
       Lightwave Technology, Inc. Stock Option Incentive Plan
  
  (2)  Estimated solely for the purpose of calculating the registration fee
       pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
       amended, and based upon the average of the high and low prices of the
       Registrant's Common Stock as reported on the Nasdaq National Market on
       August 17, 2001.
  
  ================================================================================
  <PAGE>   2
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       ITEM 1. PLAN INFORMATION.
  
       The information required by Item 1 is included in documents sent or given
  to participants in the plans covered by this registration statement pursuant to
  Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
  
       ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
       The written statement required by Item 2 is included in documents sent or
  given to participants in the plans covered by this registration statement
  pursuant to Rule 428(b)(1) of the Securities Act.
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
       ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The registrant is subject to the informational and reporting requirements
  of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), and in accordance therewith files reports, proxy
  statements and other information with the Securities and Exchange Commission
  (the "Commission"). The following documents, which are on file with the
  Commission, are incorporated in this registration statement by reference:
  
       (a)  The registrant's latest annual report filed pursuant to Section 13(a)
  or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule
  424(b) under the Securities Act that contains audited financial statements for
  the registrant's latest fiscal year for which such statements have been filed.
  
       (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
  Exchange Act since the end of the fiscal year covered by the document referred
  to in (a) above.
  
       (c)  The description of the securities contained in the registrant's
  registration statement on Form 10 filed under the Exchange Act, including any
  amendment or report filed for the purpose of updating such description.
  
           All documents subsequently filed 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 hereby have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed to be incorporated by reference in this registration statement and to be
  part hereof from the date of the filing of such documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for the purposes of this
  registration statement to the extent that a statement contained herein or in any
  other subsequently filed document which also is or is deemed to be incorporated
  by reference herein modifies or supersedes such statement. Any statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this registration statement.
  
  
                                        -1-
  <PAGE>   3
  
       ITEM 4. DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
       ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Hale and Dorr LLP has opined as to the legality of the securities being
  offered by this registration statement.
  
       ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       As permitted by law, our certificate of incorporation limits the personal
  liability of a director for monetary damages for breach of fiduciary duty of
  care as a director. Liability is not eliminated for:
  
       -    any breach of the director's duty of loyalty to us or our
            stockholders;
  
       -    acts or omissions not in good faith or that involve intentional
            misconduct or a knowing violation of law;
  
       -    unlawful payment of dividends or stock purchases or redemptions; or
            any transaction from which the director derived an improper personal
            benefit.
  
       Our certificate of incorporation and by-laws provide that we shall
  indemnify any person who was or is a party or is threatened to be made a party
  to any threatened, pending or completed proceeding by reason of the fact that he
  is or was a director, officer, employee or an agent of Lumenon or is or was
  serving at our request as a director, officer, employee or agent of another
  entity, against all outlays incurred by him in connection with these
  proceedings.
  
       We propose to enter into indemnity agreements with our directors and
  executive officers. The indemnity agreements will provide that we shall
  indemnify them from and against liabilities and outlays in connection with any
  threatened, pending or completed proceeding in which they are a party (other
  than a proceeding by or in the right of Lumenon to procure a judgment in its
  favor), unless it is determined that they did not act in good faith and for a
  purpose which they reasonably believed to be in the best interests of Lumenon
  and, in the case of a criminal proceeding or action, that they had reasonable
  cause to believe that their conduct was unlawful. The indemnity agreements will
  also provide that we shall indemnify them if they are a party to or threatened
  to be made a party to any proceeding by or in the right of Lumenon to procure a
  judgment in its favor, unless it is determined that they did not act in good
  faith and for a purpose that they reasonably believed to be in, or, in the case
  of service to an entity related to Lumenon, not opposed to, the best interests
  of Lumenon, except that no indemnification for those losses shall be made in
  respect of (a) any claim, issue or matter as to which they shall have been
  adjudged to be liable to us or (b) any threatened or pending action to which
  they are a party or are threatened to be made a party that is settled or
  otherwise disposed of, unless and only to the extent that any court in which
  this action or proceeding was brought determines upon application that they are
  fairly and reasonably entitled to indemnity for these expenses. This
  indemnification will be in addition to any other rights to which these officers
  or directors may be entitled under any law, charter provision, by-law,
  agreement, vote of shareholders or otherwise.
  
       We maintain a CDN$5,000,000 directors and officers liability insurance
  policy.
  
  
                                        -2-
  <PAGE>   4
  
       ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
       ITEM 8. EXHIBITS.
  
       The Exhibit Index immediately preceding the exhibits is incorporated herein
  by reference.
  
       ITEM 9. UNDERTAKINGS.
  
       1.   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;
  
                 (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
  
                 (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 (i) and (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
       Exchange Act that are incorporated by reference in the 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 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.
  
       2.   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 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.
  
       3.   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
  
  
                                        -3-
  <PAGE>   5
  
  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.
  
  
                                        -4-
  <PAGE>   6
  
                                     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 Montreal, Canada on this 20th day of August, 2001.
  
                                    LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY, INC.
  
                                    By: /s/ Gary Moskovitz
                                        ------------------------------------
                                        Gary Moskovitz
                                        President and Chief Executive Officer
  
                          POWER OF ATTORNEY AND SIGNATURES
  
       We, the undersigned officers and directors of Lumenon Innovative Lightwave
  Technology, Inc., hereby severally constitute and appoint Gary Moskovitz and
  Mark P. Andrews, and each of them singly, our true and lawful attorneys with
  full power to them, and each of them singly, to sign for us and in our names in
  the capacities indicated below, the registration statement on Form S-8 filed
  herewith and any and all subsequent amendments to said registration statement,
  and generally to do all such things in our names and on our behalf in our
  capacities as officers and directors to enable Lumenon Innovative Lightwave
  Technology, Inc. to comply with the provisions of the Securities Act of 1933, as
  amended, and all requirements of the Securities and Exchange Commission, hereby
  ratifying and confirming our signatures as they may be signed by our said
  attorneys, or any of them, to said registration statement and any and all
  amendments thereto.
  
       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 dates indicated.
  
  <TABLE>
  <CAPTION>
  
        SIGNATURE                     TITLE                                 DATE
        ---------                     -----                                 ----
  
  <S>                          <C>                                     <C>
  /s/ Gary Moskovitz           President, Chief Executive              August 20, 2001
  ----------------------       Officer, Secretary and Director
  Gary Moskovitz               (Principal executive officer and
                               principal financial and
                               accounting officer)
  
  
  /s/ Mark P. Andrews          Vice President, Chief Technology        August 20, 2001
  --------------------         Officer and Director
  Mark P. Andrews
  
  
  /s/ Gilles Marcotte          Chairman of the Board                   August 20, 2001
  ---------------------
  Gilles Marcotte
  
  
  /s/ Pierre Paul Allard       Director                                August 20, 2001
  ----------------------
  Pierre-Paul Allard
  
  </TABLE>
  
                                        -5-
  <PAGE>   7
  
  <TABLE>
  <CAPTION>
  
  <S>                          <C>                                     <C>
  /s/ Guy Brunet               Director                                August 20, 2001
  --------------------
  Guy Brunet
  
  
  /s/ Pierre Andre Roy         Director                                August 20, 2001
  ---------------------
  Pierre-Andre Roy
  
  </TABLE>
  
  
  
                                        -6-
  <PAGE>   8
  
                                  INDEX TO EXHIBITS
  
  Number                       Description
  ------                       -----------
  4.1(1)    Amended and Restated Certificate of Incorporation of the Registrant
  
  4.2       Second Amended and Restated By-Laws of the Registrant
  
  5.1       Opinion of Hale and Dorr LLP, counsel to the Registrant
  
  23.1      Consent of Hale and Dorr LLP
            (included in Exhibit 5.1)
  
  23.2      Consent of KPMG LLP
  
  24.1      Power of attorney (included on the signature pages of this
            registration statement)
  
  99.1      Stock Option Incentive Plan of the Registrant, as amended
  
  ------------
  
  (1)  Previously filed with the Securities and Exchange Commission as an Exhibit
       to the Registrant's Registration Statement on Form 10 dated February 23,
       2000, as amended, (File No. 0-27977) and incorporated herein by reference.
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b40352lis-8.txt", "description": "LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY INC.", "secsgml_size_bytes": 18017}]
metadata_filer: {"company-data": {"conformed-name": "LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY INC", "cik": "0001098432", "assigned-sic": "3220", "irs-number": "980213257", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67950", "film-number": "1719055"}, "business-address": {"street1": "8851 TRANS CANADA HIGHWAY", "city": "VILLE SAINT LAURENT", "state": "A8", "zip": "00000", "phone": "5143313738"}, "mail-address": {"street1": "8851 TRANS CANADA HIGHWAY", "city": "VILLE SAINT LAURENT", "state": "A8", "zip": "00000"}}
text: 1
       As filed with the Securities and Exchange Commission on August 20, 2001
                                                        Registration No. 333-_____
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                    LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
                   DELAWARE                                        98-0213257
        (State or Other Jurisdiction of                         (I.R.S. Employer
        Incorporation or Organization)                         Identification No.)
  
          8851 TRANS-CANADA HIGHWAY
             ST-LAURENT, QUEBEC
                    CANADA                                          H4S 1Z6
  (Address of Principal Executive Offices)                         (Zip Code)
  
                    LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY, INC.
                                  STOCK OPTION PLAN
                              (Full Title of the Plan)
  
                                   GARY MOSKOVITZ
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              8851 TRANS-CANADA HIGHWAY
                                 ST-LAURENT, QUEBEC
                                   CANADA H45 1Z6
                       (Name and Address of Agent For Service)
                                   (514) 331-3738
            (Telephone Number, Including Area Code, of Agent For Service)
  
                                     Copies to:
  
                                JOHN A. BURGESS, ESQ.
                                  HALE AND DORR LLP
                                   60 STATE STREET
                                  BOSTON, MA 02109
                               TELEPHONE: 617-526-6000
                               TELECOPY: 617-526-5000
  
                           CALCULATION OF REGISTRATION FEE
  ==============================================================================================================
  Title of Securities                               Proposed Maximum      Proposed Maximum
  to be Registered       Amount to be Registered   Offering Price Per    Aggregate Offering        Amount of
                                                         Share                 Price           Registration Fee
  --------------------------------------------------------------------------------------------------------------
  Common Stock, $0.001
  par value per share     3,500,000 shares(1)           $0.42(2)            $1,470,000(2)           $367.50
  ==============================================================================================================
  (1)  Consists of (i) 3,500,000 shares issuable under the Lumenon Innovative
       Lightwave Technology, Inc. Stock Option Incentive Plan
  
  (2)  Estimated solely for the purpose of calculating the registration fee
       pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
       amended, and based upon the average of the high and low prices of the
       Registrant's Common Stock as reported on the Nasdaq National Market on
       August 17, 2001.
  
  ================================================================================
  2
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       ITEM 1. PLAN INFORMATION.
  
       The information required by Item 1 is included in documents sent or given
  to participants in the plans covered by this registration statement pursuant to
  Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
  
       ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
       The written statement required by Item 2 is included in documents sent or
  given to participants in the plans covered by this registration statement
  pursuant to Rule 428(b)(1) of the Securities Act.
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
       ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The registrant is subject to the informational and reporting requirements
  of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), and in accordance therewith files reports, proxy
  statements and other information with the Securities and Exchange Commission
  (the "Commission"). The following documents, which are on file with the
  Commission, are incorporated in this registration statement by reference:
  
       (a)  The registrant's latest annual report filed pursuant to Section 13(a)
  or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule
  424(b) under the Securities Act that contains audited financial statements for
  the registrant's latest fiscal year for which such statements have been filed.
  
       (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
  Exchange Act since the end of the fiscal year covered by the document referred
  to in (a) above.
  
       (c)  The description of the securities contained in the registrant's
  registration statement on Form 10 filed under the Exchange Act, including any
  amendment or report filed for the purpose of updating such description.
  
           All documents subsequently filed 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 hereby have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed to be incorporated by reference in this registration statement and to be
  part hereof from the date of the filing of such documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for the purposes of this
  registration statement to the extent that a statement contained herein or in any
  other subsequently filed document which also is or is deemed to be incorporated
  by reference herein modifies or supersedes such statement. Any statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this registration statement.
  
                                        -1-
  3
  
       ITEM 4. DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
       ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Hale and Dorr LLP has opined as to the legality of the securities being
  offered by this registration statement.
  
       ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       As permitted by law, our certificate of incorporation limits the personal
  liability of a director for monetary damages for breach of fiduciary duty of
  care as a director. Liability is not eliminated for:
  
       -    any breach of the director's duty of loyalty to us or our
            stockholders;
  
       -    acts or omissions not in good faith or that involve intentional
            misconduct or a knowing violation of law;
  
       -    unlawful payment of dividends or stock purchases or redemptions; or
            any transaction from which the director derived an improper personal
            benefit.
  
       Our certificate of incorporation and by-laws provide that we shall
  indemnify any person who was or is a party or is threatened to be made a party
  to any threatened, pending or completed proceeding by reason of the fact that he
  is or was a director, officer, employee or an agent of Lumenon or is or was
  serving at our request as a director, officer, employee or agent of another
  entity, against all outlays incurred by him in connection with these
  proceedings.
  
       We propose to enter into indemnity agreements with our directors and
  executive officers. The indemnity agreements will provide that we shall
  indemnify them from and against liabilities and outlays in connection with any
  threatened, pending or completed proceeding in which they are a party (other
  than a proceeding by or in the right of Lumenon to procure a judgment in its
  favor), unless it is determined that they did not act in good faith and for a
  purpose which they reasonably believed to be in the best interests of Lumenon
  and, in the case of a criminal proceeding or action, that they had reasonable
  cause to believe that their conduct was unlawful. The indemnity agreements will
  also provide that we shall indemnify them if they are a party to or threatened
  to be made a party to any proceeding by or in the right of Lumenon to procure a
  judgment in its favor, unless it is determined that they did not act in good
  faith and for a purpose that they reasonably believed to be in, or, in the case
  of service to an entity related to Lumenon, not opposed to, the best interests
  of Lumenon, except that no indemnification for those losses shall be made in
  respect of (a) any claim, issue or matter as to which they shall have been
  adjudged to be liable to us or (b) any threatened or pending action to which
  they are a party or are threatened to be made a party that is settled or
  otherwise disposed of, unless and only to the extent that any court in which
  this action or proceeding was brought determines upon application that they are
  fairly and reasonably entitled to indemnity for these expenses. This
  indemnification will be in addition to any other rights to which these officers
  or directors may be entitled under any law, charter provision, by-law,
  agreement, vote of shareholders or otherwise.
  
       We maintain a CDN$5,000,000 directors and officers liability insurance
  policy.
  
                                        -2-
  4
  
       ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
       ITEM 8. EXHIBITS.
  
       The Exhibit Index immediately preceding the exhibits is incorporated herein
  by reference.
  
       ITEM 9. UNDERTAKINGS.
  
       1.   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;
  
                 (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
  
                 (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 (i) and (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
       Exchange Act that are incorporated by reference in the 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 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.
  
       2.   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 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.
  
       3.   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
  
                                        -3-
  5
  
  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.
  
                                        -4-
  6
  
                                     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 Montreal, Canada on this 20th day of August, 2001.
  
                                    LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY, INC.
  
                                    By: /s/ Gary Moskovitz
                                        ------------------------------------
                                        Gary Moskovitz
                                        President and Chief Executive Officer
  
                          POWER OF ATTORNEY AND SIGNATURES
  
       We, the undersigned officers and directors of Lumenon Innovative Lightwave
  Technology, Inc., hereby severally constitute and appoint Gary Moskovitz and
  Mark P. Andrews, and each of them singly, our true and lawful attorneys with
  full power to them, and each of them singly, to sign for us and in our names in
  the capacities indicated below, the registration statement on Form S-8 filed
  herewith and any and all subsequent amendments to said registration statement,
  and generally to do all such things in our names and on our behalf in our
  capacities as officers and directors to enable Lumenon Innovative Lightwave
  Technology, Inc. to comply with the provisions of the Securities Act of 1933, as
  amended, and all requirements of the Securities and Exchange Commission, hereby
  ratifying and confirming our signatures as they may be signed by our said
  attorneys, or any of them, to said registration statement and any and all
  amendments thereto.
  
       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 dates indicated.
  SIGNATURE                     TITLE                                 DATE
        ---------                     -----                                 ----
  /s/ Gary Moskovitz           President, Chief Executive              August 20, 2001
  ----------------------       Officer, Secretary and Director
  Gary Moskovitz               (Principal executive officer and
                               principal financial and
                               accounting officer)
  
  /s/ Mark P. Andrews          Vice President, Chief Technology        August 20, 2001
  --------------------         Officer and Director
  Mark P. Andrews
  
  /s/ Gilles Marcotte          Chairman of the Board                   August 20, 2001
  ---------------------
  Gilles Marcotte
  
  /s/ Pierre Paul Allard       Director                                August 20, 2001
  ----------------------
  Pierre-Paul Allard
  -5-
  7
  /s/ Guy Brunet               Director                                August 20, 2001
  --------------------
  Guy Brunet
  
  /s/ Pierre Andre Roy         Director                                August 20, 2001
  ---------------------
  Pierre-Andre Roy
  -6-
  8
  
                                  INDEX TO EXHIBITS
  
  Number                       Description
  ------                       -----------
  4.1(1)    Amended and Restated Certificate of Incorporation of the Registrant
  
  4.2       Second Amended and Restated By-Laws of the Registrant
  
  5.1       Opinion of Hale and Dorr LLP, counsel to the Registrant
  
  23.1      Consent of Hale and Dorr LLP
            (included in Exhibit 5.1)
  
  23.2      Consent of KPMG LLP
  
  24.1      Power of attorney (included on the signature pages of this
            registration statement)
  
  99.1      Stock Option Incentive Plan of the Registrant, as amended
  
  ------------
  
  (1)  Previously filed with the Securities and Exchange Commission as an Exhibit
       to the Registrant's Registration Statement on Form 10 dated February 23,
       2000, as amended, (File No. 0-27977) and incorporated herein by reference.